TCR_Public/100311.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 11, 2010, Vol. 14, No. 69

                            Headlines

A-1 EXPRESS RENTAL: Case Summary & 20 Largest Unsecured Creditors
ADVOCATE FINANCIAL: Gets March 30 Deadline for Filing of Schedules
ADVOCATE FINANCIAL: Section 341(a) Meeting Scheduled for April 15
ADVOCATE FINANCIAL: Taps Baldwin Haspel as Bankruptcy Counsel
ALERIS INT'L: PBGC Fights Plan Over $91M Claims Treatment

ALL AMERICAN: Files Schedules of Assets and Liabilities
ALLEN BARRON THOMAS: Case Summary & 20 Largest Unsecured Creditors
AHNO LLC: Involuntary Chapter 11 Case Summary
ALMATIS: To File for Chapter 11 with $1-Bil. Debt Plan
AMACORE GROUP: Names Keith Hughes as Member of the Board

AMBAC FINANCIAL: Third Avenue Holds 3.24% of Common Stock
AMBAC FINANCIAL: Vanguard Group Holds 5.46% of Common Stock
AMBAC FINANCIAL: Agrees to Pay $650,000 Severance to Ex-CFO
AMERICAN EQUITY: Fitch Affirms Issuer Default Rating at 'BB+'
ASARCO LLC: Asbestos Trust Wants to End 2 Escrow Agreements

ASARCO LLC: Fee Examiner Request Under Advisement
ASARCO LLC: Judge Hanen Orders Negotiations for Multi-Year CBA
ATLANTIC COAST: Files Schedules of Assets & Liabilities
ATLANTIC COAST: Section 341(a) Meeting Scheduled for April 9
AUTOBACS STRAUSS: May Have Financing From NewAlliance

AVIS BUDGET: Prices Proposed $450-Mil. Sr. Notes at 98.634% of Par
AVISTAR COMMS: Raises Annual Salary of CFO by 14%
BERNARD MADOFF: Victims Join Stanford Investors to Lobby Payback
BERNIE'S AUDIO: Files Schedules of Assets and Liabilities
BILL KOLOVANI: Judge Awards Ownership to M&T Bank and Metro Bank

BLACK CROW: Files Schedules of Assets and Liabilities
BLACK CROW: U.S. Trustee Forms 3-Member Creditors Committee
BLACK GAMING: Files Schedules of Assets & Liabilities
BLACK GAMING: Gets Court's Nod to Hire KCC as Claims Agent
BLACK GAMING: Taps Gordon Silver as Bankruptcy Counsel

BUILDING MATERIALS: Moody's Assigns 'B3' Rating on Senior Notes
BUILDING MATERIALS: S&P Assigns 'BB-' Rating on $325 Mil. Notes
BRUNDAGE-BONE CONCRETE: Court Sets April 16 as Claims Bar Date
CAMERON-811: Section 341(a) Meeting Scheduled for April 15
CANWEST GLOBAL: Bidding Process Not Unfair to Catalyst

CANWEST GLOBAL: Several Parties Made Bids for CLP by Deadline
CANWEST GLOBAL: Wants to Sell Aircraft to First Canadian
CATALYST PAPER: 89.96% of Notes Tendered in Exchange
CENA LLC: To Liquidate Assets and Surrender Property to Glimcher
CENTAUR LLC: Chapter 11 Filing Cues Moody's Rating Cuts to 'D'

CENTRAL KANSAS: U.S. Trustee Forms 3-Member Creditors Committee
CERUS CORP: 100% of Execs. Performance Bonuses to Be Paid in Cash
CERUS CORP: Inks Employment Letter with Laurence Corash
CHARLOTTE GOLF: Case Summary & 20 Largest Unsecured Creditors
CGR INVESTORS: Case Summary & 8 Largest Unsecured Creditors

CHRYSLER LLC: New Chrysler Posts Slight Hike in February Sales
CHRYSLER LLC: Reaches Deal With Howard County on Back Taxes
CIRCUIT CITY: 2nd Admin. Claims Bar Date Set for March 31
CIRCUIT CITY: Plan Confirmation Hearing Continued to April 6
CIRCUIT CITY: Proposes to Sell Pa. Property to Dowel-Allentown

CITADEL BROADCASTING: Court Sets April 21 as Claims Bar Date
CITIGROUP INC: Private Bank Unit to Double Size of Workforce
COLONIAL BANCGROUP: Claims Ownership of Garland Property
CONSECO INC: Pays $2.7-Mil. in Performance Bonuses 5 Executives
COOPER-STANDARD: Court OKs Payment to BofA to Arrange Financing

COOPER-STANDARD: Disc. Statement Hearing Moved to March 18
COOPER-STANDARD: Wants Removal Period Extended to June 1
COREL CORP: S&P Affirms 'B-' Long-Term Corporate Credit Rating
CRYOPORT INC: Warrants Began Trading at OTCBB on March 3
DANNY'S FAMILY: Lawsuits Spur Chapter 11 Filing

EASTERN HARBOR REAL: Voluntary Chapter 11 Case Summary
EL PASO: Moody's Affirms 'B3' Rating on Mortgage Revenue Bonds
ERICKSON RETIREMENT: To Pay $750,000 in Severance to Ex-Workers
EVERYDAY LOGISTICS: Taps Backenroth Frankel as Bankr. Counsel
FAIRFIELD RESIDENTIAL: Committee Now Supporting Plan

FLYING J: Class Plaintiff Asks for Change in Sale to Pilot
GENERAL GROWTH: U.S. Trustee Opposes UBS Fees
GENERAL GROWTH: Wants to Enforce Stay on Young Lawsuit
GENERAL GROWTH: Wants to Expand PwC Work
GENERAL MOTORS: Creditors Committee Members Down to 9

GENERAL MOTORS: Names S. Girsky as Vice Chair for Corp. Strategy
GENERAL MOTORS: New GM to Invest $494MM for Ecotec Engines
GENERAL MOTORS: Three-Member Asbestos Committee Formed
GENERAL MOTORS: Trafelet Named Future Claimants Representative
GENERAL MOTORS: Urges Govt. to Build More Ethanol Stations

GOLDBERG-BAYMEADOWS: Section 341(a) Meeting Scheduled for April 14
GRAHAM PACKAGING: Board Approves Severance & Incentive Plans
GREAT ATLANTIC: Aletheia Research Holds 26.59% of Common Stock
HC INNOVATIONS: Gets Preliminary Okay to Use Cash Collateral
HEARTLAND PUBLICATIONS: Revises Approved Disclosure Statement

I & C PROPERTY: Files Schedules of Assets and Liabilities
INFOGROUP INC: Fitch Reviews 'Ba3' Corporate Credit Rating
INTERNATIONAL ALUMINUM: Files Schedules of Assets and Liabilities
INTERNATIONAL COAL: S&P Raises Corporate Credit Rating to 'B+'
JOSE YANES: Case Summary & 24 Largest Unsecured Creditors

JOYCE LOUNG HO: Case Summary & 18 Largest Unsecured Creditors
JSC ALLIANCE BANK: Wins U.S. Bankruptcy Protection
KAINOS PARTNERS: Dunkin's Brands Bids to Acquire Assets
KENNEDY FUNDING: Fortis Files Suit to Collect $282-Mil. in Loans
KEVEN MCKENNA: Bankruptcy Case of Law Firm Dismissed

KINSLEY FOREST: Section 341(a) Meeting Scheduled for April 1
KINSLEY FOREST: Wants Jochens Law Office as Bankruptcy Counsel
KL ENERGY: Posts $7.0 Million Net Loss in 2009
LEAP WIRELESS: Board Approves 2009 Bonuses for Executives
LEAP WIRELESS: EVP Glenn Umetsu to Retire Effective May 14

LEAP WIRELESS: Shutters 27 Cricket Stores, Cuts 180 Jobs
LEAP WIRELESS: MetroPCS Interested in Business Combination
LEHMAN BROTHERS: Coscan Wants Lift Stay to Pursue Claim
LEHMAN BROTHERS: Court Approves LBI Stipulation With TPF
LEHMAN BROTHERS: Ex-Director Sues Barclays for $19.6MM Severance

LEHMAN BROTHERS: LCPI Sues iStar to Stop Bond Exchanges
LEHMAN BROTHERS: Millennium Sues to Recover Investment Equity
LEHMAN BROTHERS: Royal Bank of Canada Wants to Set Off Claims
LENNY DYKSTRA: Wants Dismissal of Bankruptcy He Started
LIMITED BRANDS: Fitch Withdraws 'BB+' Rating on $750 Mil. Loan

LIMITED BRANDS: Moody's Upgrades Senior Unsec. Rating to 'Ba1'
LOS ANGELES: Wants Bank of New York Mellon to Renegotiate Swap
LYONDELL CHEMICAL: Equistar Settles Dow Chemical Claims
LYONDELL CHEMICAL: Proposes to Reject Commercial Investment Leases
LYONDELL CHEMICAL: Settles Clean Up Dispute With U.S. Government

MAJESTIC LLC: Files for Chapter 11 in San Francisco
MAJESTIC LLC: Voluntary Chapter 11 Case Summary
METALS USA: Files Shelf Prospectus to Issue Common Shares
MGM MIRAGE: Moody's Lifts Probability of Default Rating to 'Caa2'
MGM MIRAGE: S&P Assigns 'B' Rating on $845 Mil. Senior Notes

MISSISSIPPI RIVER: Gets Interim Okay to Obtain DIP Financing
MOMENTIVE PERFORMANCE: Narrows Net Loss to $41.8-Mil. for 2009
MONTGOMERY REALTY: Has Confirmation Trial Schedule
MOVIE GALLERY: To Close Three Store Locations in Tuscaloosa
MOVIE GALLERY: Creditors Committee Wants Hunton as Local Counsel

NATURAL PRODUCTS: U.S. Trustee Wants Blackstone Disclosure
NAVISTAR INTERNATIONAL: Moody's Maintains 'B1' Long-Term Rating
NETBANK INC: $2.9 Mil. Payment to Ex-CEO Wasn't a Preference
NEW HAMPSTEAD DEVELOPER: Case Summary & 4 Largest Unsec. Creditors
NORTH LOUISIANA: Voluntary Chapter 11 Case Summary

NUTRACEA: Wants to Have Until June 8 to Propose a Chapter 11 Plan
PAETEC HOLDING: Acquires US Energy, Names Butler as Pres. & CEO
PARKER DRILLING: Moody's Affirms 'B1' Corporate Family Rating
PATRICK GUIRY: Case Summary & 20 Largest Unsecured Creditors
PENTON MEDIA: Emerges From Chapter 11 Reorganization

PLAINS EXPLORATION: S&P Gives Negative Outlook; Keeps 'BB' Rating
PNG VENTURES: Files Modifications to Reorganization Plan
PNM RESOURCES: Moody's Changes Outlook on 'Ba2' Rating to Stable
PREMIUM PROTEIN: Hastings Eyes to Acquire Plant Facilities
PRIME GROUP: Halts Series B Preferred Dividends; Reviews Options

PRIME GROUP: Continental Towers Lender Demands Loan Payment
PRINCESS LAND: Case Summary & 3 Largest Unsecured Creditors
PRINCESS LAND 2: Case Summary & 4 Largest Unsecured Creditors
PROTOSTAR LTD: U.S. Court Extends DIP Loan Maturity Until May 18
RAND INTERNATIONAL: 13 Creditors File Chapter 7 Petition

RATHGIBSON INC: Files Chapter 11 Plan to Resolve Financial Issues
RAYMOR INDUSTRIES: Investor Group Wants Assets Freeze
RC SOONER: Sues Remy for Sale of Units with Defaulted Mortgages
RESCARE INC: 4Q09 Earnings Release Won't Move Moody's 'Ba3' Rating
ROBERT CARDALI: Voluntary Chapter 11 Case Summary

RQB RESORT: Wants Admans and Reese as Special Counsel
SEA LAUNCH: Boeing Rips Litigation Bid By Firm's Creditors
SEVERN BANCORP: Annual Stockholders' Meeting on April 22
SEVERN BANCORP: Hyatts Hold 15.9% of Common Stock
SEVERN BANCORP: Louis Hyatt Holds 10.6% of Common Stock

SEVERN BANCORP: Melvin Meekins Holds 5.6% of Common Stock
SKY KING: Files Chapter 11 in Sacramento
SKY KING: Case Summary & 20 Largest Unsecured Creditors
SMART ONLINE: Inks 4th Amended Conv. Sec. Subor. Notes Agreement
SONIC AUTOMOTIVE: Moody's Confirms 'B2' Corporate Family Rating

SPANSION INC: Apple Appeals 2nd Order on Pact Termination
SPANSION INC: Bankruptcy Court Ruling on Chapter 11 Plan Expected
SPANSION INC: Wants Plan Exclusivity Until April 30
SPHERIS INC: Committee Proposes Paul Weiss as Counsel
STANFORD FINANCIAL: Victims Join Madoff Investors to Lobby Payback

STARPOINTE ADERRA: Wants to Sell Condominium 2083 for $288,000
SUBURBAN PROPANE: S&P Assigns 'BB-' Rating on $250 Mil. Notes
SUNRISE SENIOR: Director Holladay Won't Vie for Re-Election
TAVERN ON THE GREEN: New York City Wins Right to Trade Name
TLC VISION: Bid For Equity Committee Denied

TOUSA INC: Commences Filing of Omnibus Claims Objections
TOUSA INC: Committee Retains Solomon Harris as Special Counsel
TOUSA INC: Sets May 14 Lien Claims Bar Date
TP INC: Section 341(a) Meeting Scheduled for April 14
TP INC: Wants to Hire Ayers & Haidt as Bankruptcy Counsel

TRIBUNE CO: L.A. Times to Sell Zetabid Stake for $10
TRIBUNE CO: PHONES Trustee Sues LBO Lenders to Disallow Claims
TRIBUNE CO: Proposes to Amend $30 Mil. Credit Pact With Barclays
TYSON FOODS: Fitch Affirms Issuer Default Rating at 'BB'
US CONCRETE: Has Substantial Doubt; In Talks for Restructuring

VALCOM INC: Posts $285,105 Net Loss in December 31 Quarter
VISTEON CORP: Proposes to Employ Hammonds as UK Counsel
VISTEON CORP: Retirees Raise Money in Fight to Keep Pensions
VISTEON CORP: Union Wants Stay of OPEB Order
WASHINGTON MUTUAL: Equity Panel Seeks to Intervene in Adv. Cases

WASHINGTON MUTUAL: Equity Panel Sues to Get Shareholders Meet
WASHINGTON MUTUAL: Equity Panel Wants PSJC as Fin'l Advisor
WESTERN REFINING: S&P Downgrades Corporate Credit Rating to 'B'

* Lehman Still Leads in Traded Bankruptcy Claims
* Fitch: 2 More Failures Push Bank TruPS CDO Defaults to 11%

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000


                            *********


A-1 EXPRESS RENTAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: A-1 Express Rental Center, Inc.
        2515 Mall Drive
        Eau Claire, WI 54701

Bankruptcy Case No.: 10-11670

Chapter 11 Petition Date: March 9, 2010

Court: United States Bankruptcy Court
       Western District of Wisconsin,
       http://www.wiw.uscourts.gov(Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Daniel R. Freund, Esq.
                  920 S. Farwell Street, Ste. 1800
                  P.O. Box 222
                  Eau Claire, WI 54702-0222
                  Tel: (715) 832-5151
                  Fax: (715) 832-5491
                  Email: freundlaw@fastmail.fm

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/wiwb10-11670.pdf

The petition was signed by Michael S. Lueck.


ADVOCATE FINANCIAL: Gets March 30 Deadline for Filing of Schedules
------------------------------------------------------------------
The Hon. Elizabeth W. Magner at the U.S. Bankruptcy Court for the
Eastern District of Louisiana has extended Advocate Financial,
L.L.C.'s deadline for filing schedules of assets and liabilities
and statements of financial affairs by an additional 14 days until
March 30, 2010.

The Debtor asked for the extension, saying that due to its limited
manpower, the number of debtor records and the regular duties that
limited staff must maintain in the ongoing operation of the
business, the Debtor doesn't anticipate having the schedules ready
for filing within the 15-day deadline from the Petition Date.

Baton Rouge, Louisiana-based Advocate Financial, L.L.C., filed for
Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. E.D. La.
Case No. 10-10615).  Dennis M. LaBorde, Esq., at Baldwin Haspel
Burke & Mayer, LLC, assists the Company in its restructuring
effort.  The Company estimated its assets and liabilities at
$10,000,001 to $50,000,000 as of the Petition Date.


ADVOCATE FINANCIAL: Section 341(a) Meeting Scheduled for April 15
-----------------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of creditors
in Advocate Financial, LLC's Chapter 11 case on April 15, 2010, at
3:30 p.m.  The meeting will be held at F. Edward Hebert Federal
Building, Room 111, 600 S. Maestri Street, Louisiana.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Baton Rouge, Louisiana-based Advocate Financial, L.L.C., filed for
Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. E.D. La.
Case No. 10-10615).  Dennis M. LaBorde, Esq., at Baldwin Haspel
Burke & Mayer, LLC, assists the Company in its restructuring
effort.  The Company estimated its assets and liabilities at
$10,000,001 to $50,000,000 as of the Petition Date.


ADVOCATE FINANCIAL: Taps Baldwin Haspel as Bankruptcy Counsel
-------------------------------------------------------------
Advocate Financial, L.L.C., sought and obtained interim
authorization from the Hon. Elizabeth W. Magner of the U.S.
Bankruptcy Court for the Eastern District of Louisiana to employ
Baldwin Haspel Burke & Mayer, LLC, LLC, as bankruptcy counsel,
nunc pro tunc to the Petition Date.

Baldwin Haspel will, among other things:

     a. prepare and pursue confirmation of a plan of
        reorganization and approval of a disclosure statement;

     b. prepare on behalf of the Debtor necessary applications,
        motions, answers, proposed orders, other pleadings,
        notices, schedules and other documents, and review
        financial and other reports to be filed;

     c. advise the Debtor concerning and prepare responses to
        applications, motions, pleadings, notices and other
        documents which may be filed by other parties herein; and

     d. appear in Court to protect the interests of the Debtor
        before the Court.

Baldwin Haspel will be paid based on the hourly rates of its
personnel:

        Dennis M. Laborde             $325
        Stephen P. Schott             $300
        Associates                  $180-$250
        Paralegals                     $90

The Debtor assured the Court that Baldwin Haspel is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The Court has set a final hearing for April 13, 2010, at
2:00 p.m., on the Debtor's request to employ Baldwin Haspel as
bankruptcy counsel.

Baton Rouge, Louisiana-based Advocate Financial, L.L.C., filed for
Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. E.D. La.
Case No. 10-10615).  The Company estimated its assets and
liabilities at $10,000,001 to $50,000,000.


ALERIS INT'L: PBGC Fights Plan Over $91M Claims Treatment
---------------------------------------------------------
The Pension Benefit Guaranty Corp. has lashed out at Aleris
International Inc.'s reorganization plan, saying it doesn't
adequately address $91.2 million in obligations and liabilities
the government agency claims it is owed by the aluminum products
and recycling firm, according to Law360.

Aleris International, Inc., and its debtor affiliates delivered
to the U.S. Bankruptcy Court for the District of Delaware their
joint plan of reorganization and the Disclosure Statement
explaining the Plan on February 5, 2010.

A hearing will be held on March 12, 2010, at 9:30 a.m. (Prevailing
Eastern Time) to consider the entry of an order finding, among
other things, that the Disclosure Statement contains "adequate
information" within the meaning of section 1125 of the Bankruptcy
Code and approving the Disclosure Statement. Click below to view
the documents:

The Plan has substantial support from Aleris's creditors, as
demonstrated by an Equity Commitment Agreement executed by
certain investment funds managed by Oaktree Capital Management,
L.P., affiliates of Apollo Management, L.P. and Sankaty Advisors,
LLC, or "the Backstop Parties."  Oaktree, Apollo, and Sankaty are
three of the Debtors' largest lenders.

Pursuant to the Equity Commitment Agreement, the Backstop Parties
have committed to backstop a rights offering of equity and debt
of up to approximately $690 million.  The creditors hold over 67%
of Aleris's U.S. Roll-up Term Loan.  Proceeds of the rights
offering will be used to provide working capital to the Company
and to fund payments under the Plan, including repayment of the
debtor-in-possession financing, payment of administrative
expenses, and funding of distributions to prepetition creditors.

A full-text copy of the Plan is available for free at:

         http://bankrupt.com/misc/Aleris_Plan.pdf

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/Aleris_DS.pdf

                    About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of US$4,168,700,000; and total
debts of US$3,978,699,000.

Bankruptcy Creditors' Service, Inc., publishes Aleris
International Bankruptcy News.  The newsletter tracks the chapter
11 proceeding undertaken by Aleris International, Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000)


ALL AMERICAN: Files Schedules of Assets and Liabilities
-------------------------------------------------------
All American Properties, Inc., filed with the U.S. Bankruptcy
Court for the Middle District of Pennsylvania its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $2,552,517
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,100,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $65,653
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $71,037,602
                                 -----------      -----------
        TOTAL                     $2,552,517      $79,203,255

New York-based All American Properties, Inc., filed for Chapter 11
bankruptcy protection on January 14, 2010 (Bankr. M.D. Pa. Case
No. 10-00273).  The Company listed Robert E. Chernicoff, Esq., at
Cunningham and Chernicoff PC, in its restructuring efforts.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


ALLEN BARRON THOMAS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Allen Crawford Barron Thomas
               Lea Morena Barron Thomas
               306 Boyce Street
               Santa Rosa, CA 95401

Bankruptcy Case No.: 10-10798

Chapter 11 Petition Date: March 9, 2010

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtors' Counsel: Michael C. Fallon, Esq.
                  Law Offices of Michael C. Fallon
                  100 E St. #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  Email: mcfallon@fallonlaw.net

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

According to the schedules, the Company has assets of $2,545,222
and total debts of $4,000,427.

A full-text copy of the Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/canb10-10798.pdf

The petition was signed by the Joint Debtors.


AHNO LLC: Involuntary Chapter 11 Case Summary
---------------------------------------------
Alleged Debtor: AHNO, LLC
                  dba Ambassador Hotel
                535 Tchoupitoulas Street
                New Orleans, LA 70130

Case Number: 10-10706

Involuntary Chapter 11 Petition Date: March 9, 2010

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Petitioner's Counsel: William E. Steffes, Esq.
                      Steffes Vingiello & McKenzie LLC
                      13702 Coursey Boulevard, Building 3
                      Baton Rouge, LA 70817
                      Tel: (225) 751-1751
                      Fax: (225) 751-1998
                      Email: bsteffes@steffeslaw.com

Debtors' Counsel: Jan Marie Hayden, Esq.
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  Email: jhayden@hellerdraper.com

AHNO, LLC and debtor-affiliates' petitioners:

  Petitioners               Nature of Claim      Claim Amount
  -----------               ---------------      ------------
Mark Kelley                                      $5,672
15139 Walnut Grove Drive
Draper, UT 84020

New Media Solutions,Inc.    Marketing Services   $14,315
3433 Highway 190, Ste. 333
Mandeville, LA 70471

Dessus Management           IT Support           $3,000
630 Fox Field Lane
Mandeville, LA 70447

Destination Management,     Group Sales          $1,500
Inc.
4220 Howard Avenue
New Orleans, LA 70125
                                                ---------
          Total Amount of Petitioner's Claims:  $24,487


ALMATIS: To File for Chapter 11 with $1-Bil. Debt Plan
------------------------------------------------------
Bloomberg News reports that Almatis will implement a restructuring
by filing for bankruptcy protection in the United States under
Chapter 11 of the Bankruptcy Code.  Almatis has said it has
approval from a two-thirds majority of senior lenders to
restructure $1 billion of debt.

"The proposed restructuring would result in significant reduction
in financial indebtedness and allow the business to continue its
expansion in growth markets.  The company is pleased that a
consensus has been reached by a majority of its senior lenders and
is presently considering its response," Almatis said in a
statement.

According to Bloomberg, Dubai International Capital LLC took
control of Almatis after a $1.2 billion buyout in 2007.  Banks
including UBS AG and Bahrain-based Arab Banking Corp. helped
finance Almatis' buyout with $970 million of loans, including $235
million in junior debt.  The company breached terms of the loans
in the first half of 2009 as the global economic slowdown hurt
demand for its products.

Oaktree Capital Management LLC, the biggest holder of Almatis'
senior loans with a 38% stake, was seeking control of the company
in exchange for writing off some of the debt.

According to Financial Times, the restructuring plan provides for
these terms:

   -- The Plan would more than halve Almatis's debts to about
      $422 million, with senior lenders, which are owed about
      $680 million, being offered a choice of options under the
      restructuring.

   -- Oaktree would own 80% of the reorganized company.

   -- Lenders can either opt for a share of new senior debt and a
      cash pay-out equivalent to a recovery of their claims of
      86.5 cents on the dollar, along with a share of a 13.5%
      stake in the Company, in exchange for writing off their
      debt.  The alternative is a greater share of the equity in
      the company, which Oaktree is expected to take, involving 45
      cents worth of new subordinated debt and a share of 86.5% of
      the equity.  It is assumed that the remaining 54 per cent of
      lenders will opt for the first option.

   -- The Plan will wipe out the debt claims of more subordinated
      mezzanine and second-lien lenders, as well as Dubai
      International Capital's equity stake.

   -- Subordinated lenders are expected to receive warrants that
      will allow them a small share of any proceeds from a sale of
      the Company.

                           About Almatis

Almatis, operationally headquartered in Frankfurt, Germany, is a
global leader in the development, manufacture and supply of
premium specialty alumina products.  With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries.  Almatis operates nine
production facilities worldwide and serves customers around the
world.  Until 2004, the business was known as the chemical
business of Alcoa.  Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.


AMACORE GROUP: Names Keith Hughes as Member of the Board
--------------------------------------------------------
The Amacore Group Inc. appointed Keith Hughes as a member of its
Board of Directors.  Mr. Hughes has served as the Chief Financial
Officer and Chief Compliance Officer of Vicis Capital LLC since
2006.

Vicis is the holder of the majority of the Company's Class A
Common Shares, which represents approximately 86.5% of the
Company's outstanding voting capital. Prior to joining Vicis, he
served as Managing Director of International Fund Services, a fund
administrator, since 2001.

Mr. Hughes is a Certified Public Accountant and graduated from St.
John's University in 1978 with a B.A. in Accounting.

                      About Amacore Group

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore has the ability to provide administrative and back-
office services to other healthcare companies in addition to
expanding its own call center capability through its wholly owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products.

At September 30, 2009, the Company had $17,631,062 in total assets
against $21,817,237 in total liabilities and $1,211,000 in
Redeemable preferred stock -- Zurvita Holdings.  At September 30,
the Company had accumulated deficit of $129,443,586 and
stockholders' deficit of $5,397,175.

                      Going Concern Doubt

McGladrey & Pullen, LLP, in Ft. Lauderdale, raised substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial results for the year
ended December 31, 2008.  The auditors pointed that the Company
has suffered recurring losses from operations and has negative
working capital.

According to the Company's Form 10-Q report for the period ended
September 30, 2009, filed with the Securities and Exchange
Commission, the Company is in default under:

     -- a Promissory notes payable to investors and shareholders;
        bearing interest ranging from 8% to 10% per annum; due
        December 2006.  About $415,000 was due under the notes
        payable as of September 30;

     -- a Convertible promissory note payable to investor; bearing
        interest at 7.5% per annum; due December 2006.  About
        $100,000 was due under the notes payable as of
        September 30;

     -- a Promissory notes payable to investors and shareholders;
        bearing interest of 1.53% per annum; due through June
        2004, increasing to 15% thereafter.  About $114,950 was
        due under the notes payable as of September 30.


AMBAC FINANCIAL: Third Avenue Holds 3.24% of Common Stock
---------------------------------------------------------
Third Avenue Management LLC in New York disclosed that as of
January 31, 2010, it may be deemed to beneficially own 9,329,668
shares or roughly 3.24% of the common stock of Ambac Financial
Group.

Third Avenue Value Fund, an investment company registered under
the Investment Company Act of 1940, has the right to receive
dividends from, and the proceeds from the sale of, 8,955,191 of
the shares reported by TAM; and Third Avenue Value Portfolio of
the Third Avenue Variable Series Trust, an investment company
registered under the Investment Company Act of 1940, has the right
to receive dividends from, and the proceeds from the sale of,
374,477 of the shares reported by TAM.

                            Poison Pill

On February 2, 2010, Ambac entered into a Tax Benefit Preservation
Plan with Mellon Investor Services LLC, as Rights Agent.  The Plan
was adopted to protect the Company's valuable federal net
operating losses under Section 382 of the Internal Revenue Code of
1986, as amended.  As of September 30, 2009, the Company had NOLs
amounting to roughly $4.5 billion.

The Company can utilize the tax attributes in certain
circumstances to offset future U.S. taxable income and reduce the
Company's U.S. federal income tax liability, which may arise even
in periods when the Company incurs an accounting loss for
reporting purposes.  The Company's ability to use the NOLs could
be substantially limited if there were an "ownership change" as
defined under Section 382 of the Code.  In general, an ownership
change would occur if certain ownership changes related to the
Company's stock held by 5% or greater shareholders exceeded 50%,
measured over a rolling up to three year period beginning with the
last ownership change.  These provisions can be triggered not only
by new issuances and merger and acquisition activity, but by
normal market trading, as well.

The rights plan is designed to deter trading that would lead to
the loss of the Company's valuable NOLs and the resulting
reduction in shareholder value.

Ambac's Board of Directors has the discretion to exempt an
acquisition of common stock from the provisions of the rights plan
if it determines that the acquisition will not jeopardize tax
benefits or is otherwise in the Company's best interests.  The
rights plan was adopted with the sole intent of preserving the
Company's tax attributes, and not with the goal of deterring any
strategic transactions.  Ambac said its Board remains open to
considering all alternatives to maximize stockholder value.

Under the Plan, from and after the record date of February 16,
2010, each share of Ambac common stock carried with it one
preferred share purchase right, until the Distribution Date or
earlier expiration of the Rights.  The Rights will work to impose
a significant penalty upon any person or group which acquires 4.9%
or more of Ambac's outstanding common stock after February 2,
2010, without the approval of Ambac's Board.  Shareholders who own
4.9% or more of the outstanding common stock as of the close of
business on February 2, 2010, will not trigger the Rights so long
as they do not (i) acquire additional shares of common stock
representing 1.0% or more of the shares of common stock then
outstanding or (ii) fall under 4.9% ownership of common stock and
then reacquire shares that in the aggregate equal 4.9% or more of
the common stock.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world.  Ambac Financial Group, Inc. common
stock is listed on the New York Stock Exchange (ticker symbol
ABK).  Ambac's principal operating subsidiary is Ambac Assurance
Corporation, a guarantor of public finance and structured finance
obligations.

Ambac Assurance has earned a Caa2 rating from Moody's Investors
Service, Inc. with a developing outlook and a CC rating from
Standard & Poor's Ratings Services with a developing outlook.
Moody's Investors Service at the end of July 2009 downgraded to
Caa2 from Ba3 the insurance financial strength ratings of Ambac
Assurance Corporation and Ambac Assurance UK Limited.  The rating
action was prompted by Ambac's announced large loss reserve
increase and credit impairment charge estimated for 2Q 2009.


AMBAC FINANCIAL: Vanguard Group Holds 5.46% of Common Stock
-----------------------------------------------------------
The Vanguard Group, Inc., in Malvern, Pennsylvania, disclosed that
as of December 31, 2010, it may be deemed to beneficially own
15,719,263 shares or roughly 5.46% of the common stock of Ambac
Financial Group.

                            Poison Pill

On February 2, 2010, Ambac entered into a Tax Benefit Preservation
Plan with Mellon Investor Services LLC, as Rights Agent.  The Plan
was adopted to protect the Company's valuable federal net
operating losses under Section 382 of the Internal Revenue Code of
1986, as amended.  As of September 30, 2009, the Company had NOLs
amounting to roughly $4.5 billion.

The Company can utilize the tax attributes in certain
circumstances to offset future U.S. taxable income and reduce the
Company's U.S. federal income tax liability, which may arise even
in periods when the Company incurs an accounting loss for
reporting purposes.  The Company's ability to use the NOLs could
be substantially limited if there were an "ownership change" as
defined under Section 382 of the Code.  In general, an ownership
change would occur if certain ownership changes related to the
Company's stock held by 5% or greater shareholders exceeded 50%,
measured over a rolling up to three year period beginning with the
last ownership change.  These provisions can be triggered not only
by new issuances and merger and acquisition activity, but by
normal market trading, as well.

The rights plan is designed to deter trading that would lead to
the loss of the Company's valuable NOLs and the resulting
reduction in shareholder value.

Ambac's Board of Directors has the discretion to exempt an
acquisition of common stock from the provisions of the rights plan
if it determines that the acquisition will not jeopardize tax
benefits or is otherwise in the Company's best interests.  The
rights plan was adopted with the sole intent of preserving the
Company's tax attributes, and not with the goal of deterring any
strategic transactions.  Ambac said its Board remains open to
considering all alternatives to maximize stockholder value.

Under the Plan, from and after the record date of February 16,
2010, each share of Ambac common stock carried with it one
preferred share purchase right, until the Distribution Date or
earlier expiration of the Rights.  The Rights will work to impose
a significant penalty upon any person or group which acquires 4.9%
or more of Ambac's outstanding common stock after February 2,
2010, without the approval of Ambac's Board.  Shareholders who own
4.9% or more of the outstanding common stock as of the close of
business on February 2, 2010, will not trigger the Rights so long
as they do not (i) acquire additional shares of common stock
representing 1.0% or more of the shares of common stock then
outstanding or (ii) fall under 4.9% ownership of common stock and
then reacquire shares that in the aggregate equal 4.9% or more of
the common stock.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world.  Ambac Financial Group, Inc. common
stock is listed on the New York Stock Exchange (ticker symbol
ABK).  Ambac's principal operating subsidiary is Ambac Assurance
Corporation, a guarantor of public finance and structured finance
obligations.

Ambac Assurance has earned a Caa2 rating from Moody's Investors
Service, Inc. with a developing outlook and a CC rating from
Standard & Poor's Ratings Services with a developing outlook.
Moody's Investors Service at the end of July 2009 downgraded to
Caa2 from Ba3 the insurance financial strength ratings of Ambac
Assurance Corporation and Ambac Assurance UK Limited.  The rating
action was prompted by Ambac's announced large loss reserve
increase and credit impairment charge estimated for 2Q 2009.


AMBAC FINANCIAL: Agrees to Pay $650,000 Severance to Ex-CFO
-----------------------------------------------------------
Ambac Financial Group Inc. entered into an agreement and general
release with Sean Leonard, the former Senior Vice President and
Chief Financial Officer of Ambac and Ambac Assurance Corporation.
Mr. Leonard resigned on Dec. 4, 2009.  Under the Agreement,
Mr. Leonard will be paid a severance payment in the amount of
$650,000, as well as up to a total of $25,000 for legal expenses
and outplacement services and coverage under the Ambac's medical
plan at the employee rate for six months.

In consideration for the severance payment, Mr. Leonard agreed to:

  i) confidentiality obligations

ii) a 12 month non-competition and non-solicitation commitment;
     and

iii) to execute a Waiver and General Release Agreement by which he
     will release Ambac from all potential liability for claims
     arising out of his employment with Ambac.

The Agreement provides that if Mr. Leonard breaches the terms set
forth in (i) or (ii) above or fails to execute the Release, Ambac
shall cease to have to make any payments under the Agreement and
shall be entitled to require Mr. Leonard to return all payments
made pursuant to the Agreement other than payments for legal
expenses.

Mr. Leonard also agreed that for a period of 12 months after the
Last Employment Date, he will make himself reasonably available to
Ambac and provide information to Ambac or its representatives in
connection with any matters relating to the business or affairs of
Ambac, and any pending or future governmental or regulatory
investigation, civil or administrative proceeding, litigation or
other proceeding related to the business of Ambac during his term
as an officer of Ambac.  Ambac will reimburse Mr. Leonard for any
lost wages and reasonable out-of-pocket expenses incurred in
connection with the provision of these services.

Mr. Leonard agreed that he would refrain from making, directly or
indirectly, now or at any time in the future:

   * any defamatory or product disparaging comment concerning
     Ambac or any of Ambac's current or former directors, officers
     or employees; or

   * any other comment that could reasonably be expected to be
     detrimental to Ambac's business or financial prospects or
     reputation. In addition, Ambac agreed to direct its executive
     officers and directors not to disparage Mr. Leonard.

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world.  Ambac Financial Group, Inc. common
stock is listed on the New York Stock Exchange.  Ambac's principal
operating subsidiary is Ambac Assurance Corporation, a guarantor
of public finance and structured finance obligations.

Ambac Assurance has earned a Caa2 rating from Moody's Investors
Service, Inc. with a developing outlook and a CC rating from
Standard & Poor's Ratings Services with a developing outlook.
Moody's Investors Service at the end of July 2009 downgraded to
Caa2 from Ba3 the insurance financial strength ratings of Ambac
Assurance Corporation and Ambac Assurance UK Limited.  The rating
action was prompted by Ambac's announced large loss reserve
increase and credit impairment charge estimated for second quarter
2009.


AMERICAN EQUITY: Fitch Affirms Issuer Default Rating at 'BB+'
-------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating of American
Equity Investment Life Holding Company at 'BB+' and the Insurer
Financial Strength ratings at 'BBB+' for its insurance operating
subsidiaries, American Equity Investment Life Insurance Company
and American Equity Investment Life Insurance Company of New York.
Fitch has also removed the ratings from Rating Watch Negative.
The Rating Outlook is Stable.  A detailed ratings list follows the
end of this release.

The rating action follows AEL's recent announcement that the
company has resolved the Wells Notice with the U.S. Securities and
Exchange Commission, which was issued in May 2009 to AEL's
Chairman David Nobel and its CEO and President Wendy Waugaman in
connection with certain disclosures regarding transactions
involving AEL and American Equity Investment Service Company.  The
resolution has no financial penalty for AEL and does not result in
a change in leadership, which were two concerns of Fitch's when it
placed the ratings on Watch Negative.

Fitch views AEL's chief credit strengths to include:

  -- A high credit quality bond portfolio;
  -- Improved operating performance;
  -- Adequate statutory capital for the rating.

Fitch views AEL's bond portfolio to be of high credit quality at
year-end 2009.  U.S. Government sponsored agencies accounted for
37% of fixed income securities and 97% of the portfolio was
investment grade according to NAIC standards.  Given the
composition of the investment portfolio, AEL had comparably less
investment related losses in 2009 than many of its peers.
Although the composition of AEL's portfolio has changed in 2009
and will continue to change as certain fixed maturity securities
are subject to call redemption, Fitch believes AEL will have some
advantages to reinvestment with 20/20 hindsight in this economic
environment to avoid riskier asset classes and sectors as well as
to participate in good-quality spread opportunities.  However,
even with this potential advantage, Fitch still expects credit
risk will rise to levels more consistent with historical life
insurance industry averages, as measured by below investment grade
securities to total adjusted capital.  AEL's BIG/TAC is estimated
at 34% at year-end 2009 versus the industry average of 61% at
year-end 2008.

Fitch also believes that AEL's operating earnings have benefited
in this economic environment.  Sales of its fixed indexed annuity
products have been strong as consumers have veered away from
variable annuity products.  In addition, spreads on AEL's account
values have widened given higher investment yields and lower
average crediting rates.  Fitch expects some of these trends will
continue into 2010, which should minimize earnings and capital
volatility over the near term.  Additional strengths include
AEILIC's strong position in the FIA market and strong servicing
reputation with its chosen distribution net work, national
marketing organizations (NMO).

AEILIC's statutory total adjusted capital increased 18% in 2009 to
$1.2 billion.  Fitch views AEILIC's year-end 2008 NAIC risk-based
capital ratio of 337% as adequate for the rating category, but
recognizes it was a meaningful decline from 426% at year-end 2007,
albeit Fitch recognizes the 2007 RBC was unusually high and well
above management's 300% stated target.  Fitch attributes much of
the change in RBC to higher asset charges given the shift in asset
mix as well as an increase in below investment grade securities
(up to 3.3% at year-end 2009 from less than 1% in 2007).  Fitch
expects an increase in below investment grade securities to
continue to put pressure on AEILIC's RBC ratio in 2009, but also
anticipates AEILIC to maintain an RBC above 300% by year-end 2009.
In order to do so, AEL may need to manage sales growth given the
strain new FIA sales have on RBC.  AEL's new commission structure
should help to relieve some pressure as well.  Historically, AEL
has relied on access to the capital markets to support sales
capacity.  However, access may not be available in the challenging
economic environment, which does limit AEL's financial
flexibility, in Fitch's view.

Fitch's rating concerns include:

  -- AEL's lack of diversification in revenue and earnings, as
     well as distribution;

  -- Increased credit risk in AEL's investment portfolio over the
     next couple of years, particularly commercial mortgage loans,
     in a difficult economic environment;

  -- A spike in interest rates and surrender rates.

Fitch's concern with AEL's lack diversification is heightened
given the SEC's 151A ruling for the treatment of FIAs as
securities.  However, if the ruling is not overturned beforehand
(the ruling is currently on appeal), AEL will have until what now
looks to be January 2013 to accommodate for the new regulations.
Fitch believes there is risk to current level sales and
profitability while the company undergoes any necessary
transition.

Fitch believes that AEL's investment portfolio's credit quality
will deteriorate from its historically high level given that some
of the company's fixed income securities will become subject to
call redemption in 2010.  AEL has invested new money primarily in
corporate bonds (largely rated 'A' and 'BBB') and RMBS securities,
which could give rise to higher investment losses than Fitch's
expectations.  Additionally, Fitch is concerned that AEL may
experience higher-than-expected investment losses given its above-
average investment exposure to commercial real estate related
assets, which primarily consists of directly placed commercial
mortgage loans and represents over 16% of total invested assets as
of year-end 2009.

Like many fixed annuity books of business, AEL's primary business
risk is to a spike in interest rates concurrent with increased
surrender rates.  In Fitch's opinion, interest rate risk is
AEILIC's chief balance sheet risk, as the market values of its
assets and liabilities are sensitive to changes in interest rates.
This concern is amplified by AEILIC's investment portfolio's
significant allocation to U.S. government agency callable
securities, which raises the level of interest rate sensitivity as
well as reinvestment risk, albeit this risk is softening as more
agency bonds get called.  Fitch also recognizes that AEILIC has
made improvements in its investment management capabilities and
asset liability management program in recent years.  Additionally
FIAs include product features such as surrender charges and terms
that are designed to limit withdrawals, and thus help protect
against reinvestment risk.

Future credit considerations:

  -- Fitch would consider revising AEL's ratings or Outlook if
     other than temporary impairments from AEL's investment
     portfolio began to contribute more-than-expected volatility
     to earnings and capital than what Fitch considers reasonable
     at the current rating category.

  -- Fitch would also expect downward pressure on AEL's ratings if
     AEL were not able to react appropriately to changes in the
     regulatory environment for the sales of FIA products,
     particularly with respect to Rule 151A.

AEL is headquartered in Des Moines, Iowa and had reported total
GAAP assets of $21.3 billion and equity of $754.6 million at
Dec. 31, 2009.  AEILIC, the main operating subsidiary of AEL, is
also headquartered in Des Moines and had total capital and surplus
of $1.193 billion at Dec. 31, 2009.

Fitch has affirmed these ratings with a Stable Outlook:

American Equity Investment Life Holding Company

  -- Issuer Default Rating at 'BB+';
  -- 5.25% senior convertible debentures due 2024 at 'BB';
  -- 5.25% senior convertible debentured due 2029 at 'BB';
  -- Trust preferred securities at 'B+'.

American Equity Investment Life Insurance Company

  -- Insurer Financial Strength at 'BBB+'.

American Equity Investment Life Insurance Company of New York

  -- IFS at 'BBB+'.


ASARCO LLC: Asbestos Trust Wants to End 2 Escrow Agreements
-----------------------------------------------------------
The ASARCO Asbestos Personal Injury Settlement Trust relates that
two escrow accounts were established during the Debtors'
bankruptcy cases to hold the proceeds of various asbestos-related
insurance settlements.  They are:

  (1) The Asbestos Subsidiary Debtors' escrow account at Wells
      Fargo Bank; and

  (2) Certain Settling London Market Insurers' escrow account at
      Wells Fargo.

Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman &
Plifka, in Dallas, Texas, relates that on the Plan Effective
Date, the Asbestos Trust was created and funded with the "Section
524(g) Trust Assets," which includes directly or indirectly, the
Asbestos Insurance Recoveries.  The Debtors transferred to the
Asbestos Trust all of their rights relating to any "benefits
and/or proceeds of any Asbestos Insurance Policy or Asbestos
Insurance Settlement Agreement."  This includes the remaining
balances in both Wells Fargo Escrow Accounts.

Accordingly, the Asbestos Trust asks the Court to terminate the
two Wells Fargo Escrow Agreements and direct Wells Fargo to
transfer the remaining balances in the Escrow Accounts to the
Asbestos Trust.

The current balance in the First Escrow Account is $21,153 plus
accrued interest.  The Second Escrow Account has a balance of $9
plus accrued interest.

Mr. Esserman discloses that the Asbestos Trust has conferred with
Wells Fargo, Reorganized ASARCO and the Parent regarding the
relief sought, and they have no objection to the requested
relief.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: Fee Examiner Request Under Advisement
-------------------------------------------------
As per the minutes of a February 23, 2010 hearing, Judge Schmidt
of the U.S. Bankruptcy Court for the Southern District of Texas
did not rule on ASARCO LLC's request for the appointment of an
independent fee examiner pending his review of objections lodged
against the request.  The Bankruptcy Court took the matter under
advisement.

As previously reported, ASARCO LLC sought the appointment of an
independent fee examiner to help ensure that the professional
services rendered to its bankruptcy estate were reasonable,
necessary and cost-effective as required by the Bankruptcy Code.

Several parties filed responses to the request, including the
Future Claims Representative, the Environment and Natural
Resources Division of the United States of America's Department
of Justice, Baker Botts L.L.P., Stutzman, Bromberg, Esserman &
Plifka and Jordan, Hyden, Womble, Culbreth & Holzer, P.C.  The
responding parties assert that the appointment of a Fee Examiner
will not serve a useful purpose, and is unnecessary and
inappropriate at this point in the Debtors' bankruptcy cases.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ASARCO LLC: Judge Hanen Orders Negotiations for Multi-Year CBA
--------------------------------------------------------------
Judge Andrew S. Hanen of the U.S. District Court for the Southern
District of Texas, in an order, acknowledged the notice of
extension of the collective bargaining agreement between ASARCO
LLC and various unions through June 30, 2011.

"While the Court feels that this extension reflects some serious
negotiations between all concerned and that it provides ASARCO
some breathing space as it exits bankruptcy, the Court finds that
it probably represents only a good start," Judge Hanen says.
"There is no reason that negotiations for a true long-term
agreement between the parties should not commence within the next
six months," he notes.

The Court avers that ASARCO and the unions have led it to believe
that a true multi-year accord requires time, patience and
diligence.  The Court says it has no reason to doubt the accuracy
of the parties' representations.

The Court further opines that to reach an agreement, the parties
would need to nail down a number of moving parts simultaneously,
and to accomplish that goal, both sides must also be serious
about accommodating the needs of the other.  "True serious
negotiations are key for the well-being of the company, its
stockholder, its workforce and the communities in which they all
inhabit," Judge Hanen says.

Accordingly, Judge Hanen directs the parties to set a time and
date, prior to June 30, 2010, for the initiation of negotiations
that might actually result in a multi-year CBA agreement and to
apprise the Court on the matter.

To recall, ASARCO LLC's miners and Grupo Mexico, S.A.B. DE C.V.,
have agreed to extend their existing contract for one more year,
through and including June 30, 2011.  Asarco Incorporated and
Americas Mining Corporation previously informed the Court that
they have caused ASARCO LLC, as employer of the employees covered
under the existing CBA, to make a counter proposal to the United
Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied
Industrial and Service Workers International Union AFL-CIO.  The
parties' representatives met in Phoenix, Arizona, on February 4,
2010, to meet face-to-face for collective bargaining
negotiations.

On February 9, 2010, after addressing some details, ASARCO and
the Union reached a mutual agreement on the Union-proposed
Memorandum of Agreement.  Manuel Ramos, company president, and
Jorge Lazalde, executive vice president, signed the MOA on behalf
of ASARCO LLC, and Robert LaVenture, District Director of
District 12 USW, signed on behalf of the Steelworkers.

The MOA covers eight unions and approximately 1,700 employees at
ASARCO LLC's facilities in Arizona and Texas.  A copy of the MOA
can be obtained for free at:

       http://bankrupt.com/misc/ASARCO_Union_MoA_02092010.pdf

Under the MOA, the parties agreed:

  (a) to modify the termination date of the 2007 CBA from
      June 30, 2010, to and through June 30, 2011;

  (b) that the USW is authorized to designate one member of
      ASARCO LLC's Board of Directors with provisions concerning
      the same to be governed by Article 11, Section A of the
      2007 CBA;

  (c) to modify portions of the neutrality language of the 2007
      CBA; and

  (d) that ASARCO would undertake certain actions regarding the
      pension plan applicable to bargaining unit employees.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ATLANTIC COAST: Files Schedules of Assets & Liabilities
-------------------------------------------------------
Atlantic Coast Paladin Shores, LLC, has filed with the U.S.
Bankruptcy Court for the Southern District of Florida its
schedules of assets and liabilities, disclosing:

   Name of Schedule                      Assets       Liabilities
   ----------------                      ------       -----------
A. Real Property                      $13,500,000

B. Personal Property                       $3,039

C. Property Claimed as
   Exempt

D. Creditors Holding
   Secured Claims                                     $2,943,543

E. Creditors Holding
   Unsecured Priority
   Claims                                                     $0

F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $120,000
                                      -----------    -----------
TOTAL                                 $13,503,039     $3,063,543

Sebastian, Florida-based Atlantic Coast Paladin Shores, LLC, filed
for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. S.D.
Fla. Case No. 10-15275).  Martin Werner, Esq., who has an office
in Boca Raton, Florida, assists the Company in its restructuring
effort.


ATLANTIC COAST: Section 341(a) Meeting Scheduled for April 9
------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Atlantic Coast Paladin Shores, LLC's Chapter 11 case on
April 9, 2010, at 8:30 a.m.  The meeting will be held at Flagler
Waterview Building, 1515 N Flagler Dr Room 870, West Palm Beach,
FL 33401.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Sebastian, Florida-based Atlantic Coast Paladin Shores, LLC, filed
for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. S.D.
Fla. Case No. 10-15275).  Martin Werner, Esq., who has an office
in Boca Raton, Florida, assists the Company in its restructuring
effort.  According to the schedules, the Company has assets of
$13,503,039, and total debts of $3,063,543.


AUTOBACS STRAUSS: May Have Financing From NewAlliance
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Autobacs Strauss
Inc., doing business as Strauss Discount Auto, has a proposal from
NewAlliance Commercial Finance to provide as much as $10 million
to finance an exit from Chapter 11 reorganization.  So that the
subsidiary of NewAlliance Bancshare Inc. will perform the
necessary financial investigation, Strauss Auto filed a motion set
seeking authority to pay the lender a $25,000 deposit.  A hearing
is scheduled for March 11.

Autobacs Strauss has already submitted a Chapter 11 plan.

Japan's Autobacs Seven Co., the former parent of Autobacs Strauss,
however, is urging the Bankruptcy Court to disapprove the
disclosure statement.  Autobacs Seven contends the plan can't be
confirmed because it violates the so-called absolute priority
rule, which says that stockholders can't retain ownership when
creditors aren't paid in full.

Autobacs Strauss has filed a reorganization plan that would give
ownership to GRL Capital Advisors LLC once general unsecured
creditors have been paid 45% of claims estimated to be
$15.2 million.

The Plan provides that unsecured creditors will receive notes
allowing them to be paid 53.25% within two years of plan
confirmation from a portion of cash flow.  If distributions are
less within two years, then the notes increase so creditors would
receive as much as 65% from cash flow.  In addition, unsecured
creditors will receive most of the proceeds from a pending lawsuit
against the parent company, Japan's Autobacs Seven Co.  A portion
of lawsuit recoveries would be applied against the notes.  The
Company itself can receive a portion of lawsuit recoveries from
the parent.  The Plan provides that avoidance actions against
creditors will be waived.  The treatment of the parent under the
Plan depends on the outcome of the lawsuit.  If the creditors have
their way, the parent, which has a claim for $44 million, will see
its claim subordinated.

                      About Autobacs Strauss

Headquartered in South River, New Jersey, Autobacs Strauss Inc. --
http://www.straussauto.com/-- sells after-market automotive parts
and accessories, and operate automotive service centers located in
New York, New Jersey, Philadelphia, Bethlehem and Pennsylvania.
The Company operates 86 retail store locations and has about 1,450
employees.  The Company filed for Chapter 11 protection on
February 4, 2009 (Bankr. D. Del. Case No. 09-10358).  Edward J.
Kosmowski, Esq., at Young Conaway Stargatt & Taylor, LLP,
represents the Debtor in its restructuring efforts.  As of
January 3, 2009, the Debtor had total assets of $75,000,000 and
total debts of $72,000,000.

The Chapter 11 case is Strauss's third.  The preceding Chapter 11
case ended with confirmation of a Chapter 11 plan in April 2007.
The Company was then named R&S Parts & Service Inc.


AVIS BUDGET: Prices Proposed $450-Mil. Sr. Notes at 98.634% of Par
------------------------------------------------------------------
Avis Budget Group Inc. said that its wholly owned subsidiary, Avis
Budget Car Rental LLC, has priced an offering of $450 million
aggregate principal amount of 9 5/8% senior notes due 2018.  The
sale of the new notes is expected to be completed on or about
March 10, 2010, subject to customary closing conditions.

The Company expects to complete the proposed amendment to its
senior credit facility, which, among other things, will reduce the
maximum size of the facility to $1.5 billion and extend the
maturities of approximately $1.25 billion by two years.

The notes were priced at 98.634% of par, will be senior unsecured
obligations of Avis Budget Car Rental, LLC and will be guaranteed
on a senior basis by Avis Budget Group, Inc. and certain of its
domestic subsidiaries.  Avis Budget Group intends to use the net
proceeds of the offering, together with cash on hand, to help
repay outstanding indebtedness on its floating rate term loan and
for general corporate purposes.  Including the effect of interest
rate hedges, the floating rate term loan being repaid has an
effective interest rate of approximately 9.2%.

A full-text copy of the Purchase Agreement, as of March 5, 2010,
is available for free at http://ResearchArchives.com/t/s?5819

                      About Avis Budget Group

Avis Budget Group (NYSE: CAR) -- http://www.avisbudgetgroup.com/
-- provides vehicle rental services, with operations in more than
70 countries.  Through its Avis and Budget brands, the Company is
a general-use vehicle rental company in each of North America,
Australia, New Zealand and certain other regions based on
published airport statistics.  Avis Budget Group is headquartered
in Parsippany, N.J. and has roughly 24,000 employees.

At December 31, 2009, the Company had $10.093 billion in total
assets against total current liabilities of 1.284 billion, total
liabilities exclusive of liabilities under vehicle programs of
$4.033 billion, and liabilities under vehicle programs of
$5.828 billion, resulting in stockholders' equity of $222 million.

                           *     *     *

As reported by the Troubled Company Reporter on February 19, 2010,
Moody's Investors Service changed the rating outlook for Avis
Budget Car Rental LLC to Positive from Negative.  The company's
ratings remain unchanged -- Corporate Family Rating at B2;
Probability of Default Rating at B2; senior secured credit
facilities at Ba3; senior unsecured at Caa1; and Speculative Grade
Liquidity rating at SGL-3.  The change in outlook reflects the
considerable improvement that continues to take place in Avis'
operating, competitive, and funding environment.

As reported by the TCR on February 4, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on Avis Budget
Group Inc. to 'B+' from 'B-'.  S&P also raised the other ratings
on the company by two notches, and the recovery ratings on the
company's secured and unsecured debt remain unchanged.


AVISTAR COMMS: Raises Annual Salary of CFO by 14%
-------------------------------------------------
The Compensation Committee of Avistar Communications Corporation
approved an increase in the annual salary for Elias MurrayMetzger
from $187,813 to $215,000, effective March 1, 2010.

Mr. MurrayMetzger is the chief financial officer, chief
administrative officer and corporate secretary of the Company.

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

At September 30, 2009, the Company had $2.4 million in total
assets, including $382,000 in cash and cash equivalents, against
$14.9 million in total liabilities, resulting in stockholders'
deficit of $12.5 million.


BERNARD MADOFF: Victims Join Stanford Investors to Lobby Payback
----------------------------------------------------------------
According to reporting by Robert Schmidt and Jesse Westbrook,
victims of Bernard Madoff and accused Ponzi schemer R. Allen
Stanford are banding together to lobby Congress for a law that
could require Wall Street firms to pay billions of dollars to
cover some of the losses they suffered.

The Bloomberg report relates that the groups aim to persuade
Congress to add a requirement to the regulatory overhaul bill, now
under Senate consideration, that brokerage firms pay about
$4 billion in additional fees to the Securities Investor
Protection Corp. fund.  SIPC protects U.S. investors' accounts
against fraud or bankruptcy.  The victims also want Congress to
require the fund to compensate them up to $500,000 each in losses.

According to Bloomberg, both groups of victims want the Senate
measure to require brokerage firms, which paid only $150 each
annually into the SIPC fund for more than a decade until 2009, to
pony up the estimated $4 billion in retroactive charges.

Bloomberg notes that SIPC, created by Congress in 1970, has a
limited mandate, unlike the Federal Deposit Insurance Corp., which
insures bank accounts up to $250,000 per depositor.  The fund is
arguing that the Stanford investors are not covered because they
purchased their fraudulent securities from a foreign bank --
Stanford's investment products were issued through a bank in
Antigua -- even though his firm had operations in the U.S. and
made payments to SIPC.

SIPC also won't cover the claims of Madoff victims who withdrew
more money from Madoff's funds than they put in.  Despite
objections by victims, a bankruptcy judge has affirmed a
liquidating trustee's proposal to disregard phony profits in
paying off claims of Madoff victims.

                   About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L.
Madoff orchestrated the largest Ponzi scheme in history, with
losses topping US$50 billion.

On December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970.  The District Court's Protective Order (i) appointed
Irving H. Picard, Esq., as trustee for the liquidation of BLMIS,
(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)
removed the SIPA Liquidation proceeding to the Bankruptcy Court
(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in
United States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

               About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston). The civil case is SEC
v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


BERNIE'S AUDIO: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Bernie's Audio Video TV Appliance Co., Inc., filed with the U.S.
Bankruptcy Court for the District of Connecticut its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $25,262,370
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,040,305
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,808,092
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $8,325,413
                                 -----------      -----------
        TOTAL                    $25,262,370      $22,083,810

Enfield, Connecticut-based Bernie's Audio Video TV Appliance Co.,
Inc., operates 15 electronic appliance stores.  The Company filed
for Chapter 11 bankruptcy protection on January 14, 2010 (Bankr.
D. Conn. Case No. 10-20087).  Barry S. Feigenbaum, Esq., at Rogin
Nassau LLC, serves as attorney for the Debtor.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


BILL KOLOVANI: Judge Awards Ownership to M&T Bank and Metro Bank
----------------------------------------------------------------
Steve Snyder at Lebanon Daily News says a federal judge awarded
ownership of Lebanon Farmers Market and Kolovani and Co.'s men's
and women's clothing store to M&T Bank, and Timeless Cafe building
to Metro Bank fka Commerce Bank.  The ownership will transfer
after a 30-day closing period.

A person familiar with the matter said the banks plans to continue
to look for buyer for both of the properties, Mr. Snyder notes.
The buildings are owned by Bill Kovolani.

Bill Kolovani is a developer in Lebanon.  He filed for Chapter 11
Befoer U.S. Bankruptcy Court in the Middle District of
Pennsylvania.  The Hon. Mary D. France set a March 15, 2010,
hearing to decide on the U.S. Trustee's request to convert the
case to Chapter 7 liquidation.


BLACK CROW: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Black Crow Media Group LLC filed with the U.S. Bankruptcy Court
for the Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $14,661,198
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $40,278,831
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $6,475
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $8,545,085
                                 -----------      -----------
        TOTAL                    $14,661,198      $48,830,319

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172).  The
Company's affiliates -- Black Crow Media, LLC, et al. -- also
filed separate Chapter 11 petitions.  Mariane L. Dorris, Esq., and
R Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, assist
the Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


BLACK CROW: U.S. Trustee Forms 3-Member Creditors Committee
-----------------------------------------------------------
The U.S. Trustee for Region 21 appointed three members to the
official committee of unsecured creditors in the Chapter 11 case
of Black Crow Media Group LLC.

The Creditors Committee members are:

1. EME Communications
   Attn: Clyde Scott
   293 JC Saunders Rd.
   Moultrie, PA 31768-0349
   Tel: (229) 890-2506
   Fax: (229) 985-0864

2. Frederic M. Wells
   (for the Estate of Frederic E. Wells)
   10022 Westleigh Drive
   Huntsville, AL 35803
   Tel: (256) 882-0443

3. Wolfe Communications, Inc.
   Attn: James E. Wolfe, Jr.
   P.O. Box 1686
   Jackson, TN 38302
   Tel: (731) 265-9800
   Fax: (731) 265-9834

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172).  The
Company's affiliates -- Black Crow Media, LLC, et al. -- also
filed separate Chapter 11 petitions.  Mariane L. Dorris, Esq., and
R Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, assist
the Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


BLACK GAMING: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Black Gaming, LLC, has filed with the U.S. Bankruptcy Court for
the District of Nevada its schedules of assets and liabilities,
disclosing:

   Name of Schedule                      Assets       Liabilities
   ----------------                      ------       -----------
A. Real Property                               $0

B. Personal Property                  $11,232,832

C. Property Claimed as
   Exempt

D. Creditors Holding
   Secured Claims                                   $158,000,109

E. Creditors Holding
   Unsecured Priority
   Claims                                                     $0

F. Creditors Holding
   Unsecured Non-priority
   Claims                                            $95,372,348
                                      -----------    -----------
TOTAL                                 $11,232,832   $253,372,458

Headquartered in Las Vegas, Nev., Black Gaming, LLC, is a holding
company and is an owner and operator of three gaming entertainment
properties located in Mesquite, Nevada.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Nev. Case No. 10-13301).  Gregory E. Garman, Esq.,
and Talitha B. Gray, Esq., at Gordon & Silver, Ltd., assist the
Company in its restructuring effort.  Kurtzman Carson Consultants
is the Company's claims and notice agent.  In its petition, the
Company listed $10,000,001 to $50,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

The Company's affiliates -- B&BB, Inc.; R. Black, Inc.; Casablanca
Resorts, LLC; Casablanca Resorts, LLC; Oasis Interval Ownership,
LLC; Oasis Interval Management, LLC; Oasis Recreational
Properties, Inc.; RBG, LLC; and Virgin River Casino Corporation --
filed separate Chapter 11 petitions.


BLACK GAMING: Gets Court's Nod to Hire KCC as Claims Agent
----------------------------------------------------------
Black Gaming, LLC, et al., sought and obtained permission from the
Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada to employ Kurtzman Carson Consultants, LLC, as
claims and noticing agent.

KCC will provide the Debtors:

     a. with consulting services regarding noticing, claims
        management and reconciliation, plan solicitation,
        balloting, disbursements, and any other services agreed
        upon by the parties or otherwise required;

     b. (i) computer software support and training in the use of
        the support software; (ii) KCC's standard reports as well
        as consulting and programming support for the Debtors'
        requested reports; (iii) program modifications; (iv)
        database modifications; and/or (v) other features and
        services; and

     c. upon request, a communications plan including the
        preparation of communications materials, dissemination of
        information and a call center staffed by KCC and/or
        provide confidential online workspaces or virtual data
        rooms and publish documents to the workspaces or data
        rooms.

KCC will be compensated for its services based on its services
agreement with the Debtors.  A copy of the agreement is available
for free at http://bankrupt.com/misc/BLACK_GAMING_kccpact.pdf

Albert H. Kass, the Vice President of Corporate Restructuring
Services of KCC, assures the Court that the firm is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Las Vegas, Nev., Black Gaming, LLC, is a holding
company and is an owner and operator of three gaming entertainment
properties located in Mesquite, Nevada.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Nev. Case No. 10-13301).  Gregory E. Garman, Esq.,
and Talitha B. Gray, Esq., at Gordon & Silver, Ltd., assist the
Company in its restructuring effort.  Kurtzman Carson Consultants
is the Company's claims and notice agent.  In its petition, the
Company listed $10,000,001 to $50,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

The Company's affiliates -- B&BB, Inc.; R. Black, Inc.; Casablanca
Resorts, LLC; Casablanca Resorts, LLC; Oasis Interval Ownership,
LLC; Oasis Interval Management, LLC; Oasis Recreational
Properties, Inc.; RBG, LLC; and Virgin River Casino Corporation --
filed separate Chapter 11 petitions.


BLACK GAMING: Taps Gordon Silver as Bankruptcy Counsel
------------------------------------------------------
Black Gaming, LLC, et al., have asked for permission from the U.S.
Bankruptcy Court for the District of Nevada to employ Gordon
Silver as bankruptcy counsel.

GS will:

     a. prepare motions, applications, answers, orders, reports,
        and other papers in connection with the administration of
        the Debtors' assets;

     b. take necessary or appropriate actions in connection with a
        plan or plans of reorganization and related disclosure
        statement(s) and all related documents, and further
        actions as may be required in connection with the
        administration of the Debtors' estates;

     c. take necessary actions to protect and preserve the estates
        of the Debtors, including the prosecution of actions n the
        Debtors' behalf, the defense of any actions commenced
        against the Debtors, the negotiation of disputes in which
        the Debtors are involved, and the preparation of
        objections to claims filed against the Debtors' estates;
        and

     d. perform all other necessary legal services in connection
        with the prosecution of the Debtors' Chapter 11 cases.

GS will be paid based on the hourly rates of its personnel:

        Shareholders                 $425-$650
        Associates                   $185-$395
        Paraprofessionals            $130-$175

The Debtor assures the Court that GS is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Las Vegas, Nev., Black Gaming, LLC, is a holding
company and is an owner and operator of three gaming entertainment
properties located in Mesquite, Nevada.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Nev. Case No. 10-13301).  Gregory E. Garman, Esq.,
and Talitha B. Gray, Esq., at Gordon & Silver, Ltd., assist the
Company in its restructuring effort.  Kurtzman Carson Consultants
is the Company's claims and notice agent.  In its petition, the
Company listed $10,000,001 to $50,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

The Company's affiliates -- B&BB, Inc.; R. Black, Inc.; Casablanca
Resorts, LLC; Casablanca Resorts, LLC; Oasis Interval Ownership,
LLC; Oasis Interval Management, LLC; Oasis Recreational
Properties, Inc.; RBG, LLC; and Virgin River Casino Corporation --
filed separate Chapter 11 petitions.


BUILDING MATERIALS: Moody's Assigns 'B3' Rating on Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Building
Materials Corporation of America's proposed senior unsecured notes
due 2020.  In a related rating action Moody's affirmed BMCA's
Corporate Family Rating and Probability of Default Rating at B1,
Senior Secured Term Loan due 2014 and Senior Secured Notes due
2020 at Ba3, and Second Lien Term Loan at B2.  The outlook is
positive.

The B3 rating on the proposed senior unsecured notes due 2020
result from their junior priority relative to the company's
secured debt.  Proceeds from the proposed senior unsecured notes
will be used to refinance the company's existing $325.0 million
Second Lien Term Loan due 2014.  Once the refinancing is completed
the rating on the Second Lien Term Loan will be withdrawn.

BMCA's B1 Corporate Family Rating incorporates the company's
strong market position and its national footprint in the roofing
repair and remodeling sector.  The rating also reflects BMCA's
strong operating performance resulting from sound demand for
roofing repair, the main driver of BMCA's revenues, and a good
liquidity profile.  For the last twelve months through October 4,
2009, BMCA generated a 19.5% EBITA margin (adjusted per Moody's
methodology).  Adjusted EBITA-to-interest expense on a pro forma
basis for the same period will remain around 3.2 times even though
the interest rate for the proposed senior unsecured notes due 2020
will likely be higher than the rate for the existing junior lien
term loan.  Cash on hand totaled about $380 million at FYE09.

These ratings/assessments were affected by this action:

  -- Corporate Family Rating affirmed at B1;

  -- Probability of Default Rating affirmed at B1;

  -- $948.5 million (originally $975.0 million) Sr. Sec. Term Loan
     due 2014 affirmed at Ba3 (LGD3, 38%);

  -- $250.0 million Sr. Sec. Notes due 2020 affirmed at Ba3 (LGD3,
     38%);

  -- $325.0 million Second Lien Term Loan due 2014 affirmed at B2,
     but its loss given default assessment is changed to (LGD4,
     68%) from (LGD5, 74%); and,

  -- Proposed Sr. Unsecured Notes due 2020 rated B3 (LGD5, 77%).

The last rating action was on January 28, 2010, at which time
Moody's affirmed BMCA's Corporate Family Rating at B1.

Building Materials Corporation of America, headquartered in Wayne,
NJ, is a national manufacturer and marketer of a broad line of
asphalt roofing products and accessories for the residential and
commercial roofing markets.  The company also manufactures
specialty building products and accessories for the professional
and do-it-yourself remodeling and residential construction
industries.  BMCA operates under the trade name GAF Materials
Corp. Revenues for FY09 totaled about $2.6 billion.


BUILDING MATERIALS: S&P Assigns 'BB-' Rating on $325 Mil. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' rating (two
notches below the corporate credit rating) to Building Materials
Corp. of America's proposed $325 million senior unsecured notes
due 2020 based on preliminary terms and conditions.  S&P assigned
a recovery rating of '6' to this debt, indicating its expectation
of negligible (0% to 10%) recovery in the event of a payment
default.  S&P understands that the company will use proceeds from
the issuance of the proposed senior unsecured notes to repay all
amounts outstanding under BMCA's existing $325 million junior lien
term loan due 2014.

The issue-level ratings on BMCA's $975 million senior secured term
loan due 2014 and $250 million 7.75% senior secured notes due 2020
remain unchanged at 'BBB-'.  The recovery ratings remain at '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
in the event of a payment default.

"The ratings on BMCA [BB+/Stable/--] reflect its well-established
No.  1 market position in U.S. asphalt roofing shingles,
attractive operating margins, good geographic sales diversity
within the U.S., and relatively stable demand that supports a fair
business risk profile.  The Wayne, New Jersey-based company
benefits from relatively consistent volumes despite weak
construction markets because approximately 80% of roofing demand
comes from less discretionary repair and replacement activity.


BRUNDAGE-BONE CONCRETE: Court Sets April 16 as Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
established April 16, 2010, as the last day for any individual or
entity to file proofs of claim against Brundage-Bone Concrete
Pumping, Inc., and JLS Concrete Pumping, Inc.

Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc.,
claim to be the largest providers of concrete pumping services in
the U.S.  JLS Concrete Pumping services California and Nevada from
its corporate headquarters in Ventura and from satellite yards in
Bakersfield, Fresno, Gardena, Lancaster, Las Vegas, Moorpark, Palm
Springs, Riverside, San Diego, San Luis Obispo, Santa Clarita,
Temecula, Thousand Oaks, and Ventura.

Brundage-Bone and JLS filed for Chapter 11 on Jan. 18, 2010
(Bankr. D. Col. Case No. 10-10758).  According to the schedules,
the Company has assets of $325,708,061, and total debts of
$230,277,103.


CAMERON-811: Section 341(a) Meeting Scheduled for April 15
----------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in Cameron-811 Rusk, L.P.'s Chapter 11 case on April 15, 2010, at
1:00 p.m.  The meeting will be held at Suite 3401, 515 Rusk Ave,
Houston, TX 77002.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Houston, Texas-based Cameron-811 Rusk, L.P., filed for Chapter 11
bankruptcy protection on March 2, 2010 (Bankr. S.D. Texas Case No.
10-31856).  Adrian Stanley Baer, Esq., who has an office in
Cordray Tomlin PC, assists the Company in its restructuring
effort.  The Company estimated its assets and liabilities at
$10,000,001 to $50,000,000.


CANWEST GLOBAL: Bidding Process Not Unfair to Catalyst
------------------------------------------------------
To recall, Honorable Justice Sarah E. Pepall of the Ontario
Superior Court of Justice approved the Subscription Agreement
between Canwest Global Communications Corp. and the other
applicants and partnerships -- the CMI Entities -- and Shaw
Communications Inc.

In a 20-page reasons for decision issued by the Court, Madam
Justice Pepall relates that she did not find Catalyst Capital
Group Inc.'s rational for not participating in the bidding process
to be very persuasive.  "I do not accept that it had no recourse
to address process," Madam Justice Pepall said.

According to Madam Justice Pepall, the late breaking offer
scenario could easily have been avoided by Catalyst.
Additionally, an adjournment could put the Shaw bid at risk, she
said.

GS Capital Partners VI Fund L.P., GSCP VI AA One Holding S.a.r.l,
and GS VI AA One Parallel Holding S.a.r.l, have stated that lack
of disclosure and discussions have substantially impaired their
ability to place an alternative to the Shaw transaction before the
court.  The process was never approved by the court and the
Monitor's involvement has been limited to periodic updates.

But Madam Justice Pepall noted there was nothing unfair or
unbalanced about the bidding process of the CMI Entities and all
potential bidders had equal access to information.  Madam Justice
Pepall noted that the CMI Entities did make a sufficient effort to
obtain the best offer.

She further pointed out that Shaw is experienced in the media
industry; financing is not an issue; the offer is for a
substantial amount and has a substantially higher implied equity
value than that proposed by Catalyst.

One should also not overlook the fact that the transaction is
necessary at this time, Madam Justice Pepall added.  The CMI
Entities do not have unlimited time within which to conduct the
equity solicitation process and, subject to closing, a major
objective underpinning the initial CCAA filing has now been
accomplished, she said.   "The transaction provides some
confidence that the CMI Entities will be able to continue as going
concerns."

A full-text copy of the Reasons for Decision is available for free
at http://bankrupt.com/misc/Canwest_RFD_ShawMo.pdf

                   About Canwest Global

Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- an international media company, is
Canada's largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act.  The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.

On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.

Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel.  The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.

Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News.  The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


CANWEST GLOBAL: Several Parties Made Bids for CLP by Deadline
-------------------------------------------------------------
The deadline for offers to purchase the assets of Canwest Limited
Partnership expired on March 5, 2010.

According to The Winnipeg Free Press, Canwest's senior secured
lenders led by the Bank of Nova Scotia put in an initial bid of
about $925 million to get the auction going.  They hoped to get a
higher offer of more than $1 billion so they can get their loans
repaid said the report.  Analysts and observers have also
suggested that the newspapers could fetch more than $1 billion.

The Winnipeg Free Press said several bidders have emerged,
including three Canadian media veterans, headlined by former
Canadian senator Jerry Grafstein, who launched a bid in January
for three papers -- the National Post, the Montreal Gazette and
the Ottawa Citizen.

Under that Sen. Grafstein's offer, Canwest would have to find
someone else to buy the rest of its newspaper operations, which
include the Edmonton Journal, Victoria Times-Colonist and two
Vancouver dailies, the Sun and Province, the report reveals.

Another B.C. publishing outfit, community newspaper publisher
Glacier Media Inc., is reported to be in the hunt for Canwest's
smaller papers, as is a group led by National Post chief executive
Paul Godfrey, notes the report.

              D. Black to Bid on LP Entities' Assets

B.C. newspaper magnate David Black is making a bid for CanWest
LP's chain of dailies, The Globe And Mail reported, adding that
Canwest's auction has now attracted a half-dozen groups.

Mr. Black, founder of Black Press Ltd. said in an interview that
he is convinced there is a profitable future for newspapers and
that the current industry malaise is due to recession and heavy
debt loads, rather than a fundamentally dead business model.

According to The Globe And Mail, officials close to the
restructuring say they believe there are at least six potential
bidders, a number that is based on conversations with potential
suitors.

The Globe And Mail reports that Mr. Black didn't indicate how he
would finance his bid for CanWest's 46 newspapers.  He strongly
suggested, however, that he has significant backing, saying that
in order to win the CanWest auction, a bidder must have its
financing secured.

Platinum Equity seen as likely backer of Mr. Black's bid, the
report revealed.  Platinum Equity is a California private equity
firm.

According to the news, Mr. Black is close with the firm, which
recruited him as a consultant to help it enter the newspaper
business last year with the purchase of the San Diego Union-
Tribune.  Mr. Black continues to consult for Platinum Equity on
the Union-Tribune and last year was also involved with its failed
bid for the Boston Globe.

    Newspapers Assets Benefit From Torstar Earnings, AP Says

The newspaper assets of Canwest Global Communications are looking
more attractive to potential buyers on the heels of surprisingly
strong earnings from media giant Torstar Corp., one of the
companies widely considered a potential bidder for the dailies,
The Associated Press reported.

Industry analyst Duncan Stewart said that Torstar's strong fourth-
quarter profit recently announced carries a broader significance
for the Canadian newspaper industry and will ultimately help
Canwest's operations look more viable, the report says.

"Everybody knows you can probably buy these assets for a
relatively good price today, and count on things getting better .
. . " AP quoted Mr. Stewart as saying.

According to the report, Torstar earnings stole the spotlight on
March 3, 2010, as the company turned around its losses, and gave
further weight to reports which say that it could make a move to
grab Canwest's papers.

Torstar reported a solid $57.4-million profit in the fourth
quarter, reversing a big year-earlier loss, notes the AP report.

AP said that Torstar hasn't publicly expressed an interest in
bidding on Canwest's papers though chief executive David Holland
has never officially ruled it out.

                       About Canwest Global

Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- an international media company, is
Canada's largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act.  The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.

On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.

Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel.  The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.

Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News.  The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


CANWEST GLOBAL: Wants to Sell Aircraft to First Canadian
--------------------------------------------------------
Canwest Global Communications Corp. and the other applicants and
partnerships -- the CMI Entities -- ask the Honorable Justice
Sarah E. Pepall of the Ontario Superior Court of Justice to:

  (a) approve an Aircraft Sale Agreement between Canwest
      Global, First Canadian Aviation Inc. and Tribal Councils
      Investment Group of Manitoba Ltd. dated March 1, 2010, for
      the sale of a Corporate Aircraft and certain accessories;

  (b) vest the Purchased Assets in the Purchaser free and
      clear of any rights, title or interest of any person in
      the Purchased Assets; and

  (c) seal the Confidential Supplement to the Eleventh Report of
      the Monitor until further Order of the Court.

Canwest Global is the current legal owner of a 1988 British
Aerospace model BAE 125 Series 800A, serial no. 258123, Canadian
registration C-GCGS, known in the airline industry as a Hawker
800A, including the engines, propellers and avionics.

According to FTI Consulting Canada Inc., the Court-appointed
monitor under the proceeding under the Companies' Creditors
Arrangement Act, due to the high fixed and operating costs
incurred by Canwest Global in maintaining the Corporate Aircraft,
Canwest Global determined that it would be in its best interests
to sell it.

The Corporate Aircraft has not been used for company purposes
since December 2008 and has since then, been offered exclusively
to third parties for charter use.

The Monitor relates that it conducted a search of the
International Registry of Mobile Assets which defines the priority
of interests on airframes, aircraft engines and helicopters, which
search revealed no international interests registered against the
Corporate Aircraft.

The Monitor was advised that starting in June 2009, Canwest Global
engaged in a review of the relevant market statistics and
valuations of aircraft similar to the Corporate Aircraft.

Canwest Global ultimately received three formal offers in respect
of the Corporate Aircraft from three different potential
purchasers, one of which was an offer to purchase that was
received from TCIGM on January 13, 2010.

Canwest Global accepted the TGIM offer to purchase the Corporate
Aircraft on an "as is" basis, on January 21, 2010.  TGIM has
chartered the Corporate Aircraft from Canwest Global for several
months in 2009.

On March 1, 2010, Canwest Global, TCIGM and the Purchaser, which
is a nominee of TCIGM, entered into the Sale Agreement.

The Sale Agreement provides that the Purchaser offers and agrees
to purchase the Purchased Assets on an "as is, where is" basis,
subject to certain warranties and representations contained in the
Sale Agreement.

The salient terms of the Purchase Agreement are:

  (a) The Purchaser's obligation to close is subject to several
      conditions precedent, including entering into an
      agreement, satisfactory to the Purchaser in its sole
      discretion, to lease the Corporate Aircraft to a Person
      holding a Commercial Operator's Certificate.

  (b) The anticipated closing date is anytime between March 8
      to 15, 2010.

  (c) The obligation of the Purchaser to close the Transaction
      is also subject to the Court granting an approval and
      vesting order approving the Transaction and vesting title
      to the Purchased Assets in the Purchaser.

The CMI Entities also ask the Court that the supplement to the
Monitor's report relating to the purchase of the Corporate
Aircraft be sealed and kept confidential pending a further Order
of the Court so that any future sales process for the Corporate
Aircraft is not impaired should the transaction contemplated by
the Sale Agreement fail to close.

The Monitor has been advised that the parties have worked
diligently to satisfy as many of the conditions precedent to
closing the Transaction as possible.  The Monitor was also advised
that the Purchaser has advised the CMI Entities that it is in
discussions with respect to entering into an agreement to lease
the Corporate Aircraft to a Person holding a Commercial Operator's
Certificate.

Moreover, CIT Business Credit Canada Inc. and Irish Holdco, which
are the senior secured creditors of Canwest Global, do not object
to, but in the alternative, support the Transaction.  The Ad Hoc
Committee and the CMI CRA also support the Transaction.  Shaw
Communications Inc. is not opposed to the Transaction either.

Lyndon A. J. Barnes, Esq., at Osler, Hoskin & Harcourt LLP, in
Toronto, Ontario, avers that the Sale allows Canwest Global to
dispose of the Corporate Aircraft quickly and avoids the expense
of a lengthy listing process and further fixed and operating
costs.

                   About Canwest Global

Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- an international media company, is
Canada's largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act.  The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.

On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.

Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel.  The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.

Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News.  The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


CATALYST PAPER: 89.96% of Notes Tendered in Exchange
----------------------------------------------------
Catalyst Paper Corporation announced the March 5 expiration of the
private exchange offer and consent solicitation of 11% Senior
Secured Notes due Dec. 15, 2016, for its outstanding 8-5/8% Senior
Notes due June 15, 2011.

Catalyst has been advised by the exchange agent for the Exchange
Offer that, as of the expiration of the Exchange Offer, the
aggregate principal amount of Old Notes that had been validly
tendered and for which related consents had been validly delivered
was U.S.$318,676,000, or 89.96% of the outstanding Old Notes.

The closing of the Exchange Offer is expected to take place on
March 10, 2010, at which time U.S.$280,434,000 in aggregate
principal amount of New Notes will be issued.

                      About Catalyst Paper

Headquartered in Richmond, British Columbia, Catalyst Paper
Corporation (TSX:CTL) manufactures diverse specialty printing
papers, newsprint and pulp.  Its customers include retailers,
publishers and commercial printers in North America, Latin
America, the Pacific Rim and Europe.  With six mills strategically
located in British Columbia and Arizona, Catalyst has a combined
annual production capacity of 2.5 million tones.

At September 30, 2009, the Company had C$2.20 billion in total
assets against C$1.29 billion in total liabilities.  At
September 30, 2009, the Company had liquidity of C$192.9 million,
comprised of C$90.6 million cash, and availability of
C$102.3 million on the Company's asset-based loan facility.

                          *     *     *

In March 2010, Standard & Poor's Rating Services said it kept its
ratings, including its 'CC' long-term corporate credit rating, on
Vancouver-based Catalyst Paper Corp. on CreditWatch with negative
implications, where they were placed Nov. 25, 2009.

Catalyst Paper continues to pursue an offer to exchange its senior
unsecured notes with an 8.625% coupon due 2011 for new senior
secured notes due December 2016.  Standard & Poor's will likely
lower the ratings on Catalyst Paper to 'SD' (selective default)
upon completion of the exchange offer.  "Standard & Poor's views
the offer as distressed because it represents a discount on the
face value of the existing senior unsecured debt," said Standard &
Poor's credit analyst Jatinder Mall.


CENA LLC: To Liquidate Assets and Surrender Property to Glimcher
----------------------------------------------------------------
Mark Fisher at Dayton Daily News says a federal judge ruled that
the assets of Cena Restaurant will be liquidated and called the
company to surrender the property to its landlord Glimcher
Properties.  The ruling allowed the landlord to take any an all
necessary actions to compel eviction.

CENA LLC runs a restaurant that offers a unique blend of both
Brazilian and Mediterranean dining traditions.  CENA filed for
Chapter 11 on August 12, 2009 (Bankr. S.D. Ohio Case No.
09-34990).  The petition says assets are under $50,000 while debts
are between $500,001 and $1,000,000.  The petition was signed by
Eva Christian, sole member of the Company.

Eva Christian, and another restaurant he owns, Cafe Boulevard
Ltd., filed for bankruptcy in April 2009.  That restaurant, still
open, has been reorganizing its debts under Chapter 11 bankruptcy
protection.


CENTAUR LLC: Chapter 11 Filing Cues Moody's Rating Cuts to 'D'
--------------------------------------------------------------
Moody's Investors Service downgraded Centaur LLC's Probability of
Default rating to D from Ca/LD following its announcement that it
had voluntarily filed for Chapter 11 bankruptcy on March 6, 2010.
Concurrently, the ratings of the first lien senior secured
facilities were downgraded to Caa3 from Caa2, the second lien term
loan rating was lowered to C from Ca, reflecting lower than
average expected recovery due to the company's weak operating
performance and cash flow generation.

These ratings were downgraded:

  -- Probability of Default rating to D from Ca/LD

  -- First Lien Term Loan to Caa3 (LGD3, 36%) from Caa2 (LGD 2,
     17%)

  -- First Lien Revolver to Caa3 (LGD3, 36%) from Caa2 (LGD 2,
     17%)

  -- Second Lien Term Loan to C (LGD5, 74%) from Ca (LGD 4, 55%)

  -- Rating affirmed: Corporate Family Rating at Ca

Moody's plans to withdraw all ratings of Centaur, LLC in the near
future.

The last rating action was on November 2, 2009, when Moody's
lowered Centaur's Probability of Default rating to Ca/LD.

Centaur is a subsidiary of Centaur Inc., which owns and operates
Hoosier Park, a "racino", which opened in June 2008, in Anderson,
Indiana, near Indianapolis, and Fortune Valley Hotel and Casino,
located approximately 35 miles from Denver, Colorado.  The company
also owns Valley View Downs, a development project in
Pennsylvania.


CENTRAL KANSAS: U.S. Trustee Forms 3-Member Creditors Committee
---------------------------------------------------------------
Richard A. Wieland, the U.S. Trustee for Region 20, appointed
three members to the official committee of unsecured creditors in
the Chapter 11 case of Central Kansas Crude LLC.

The Creditors Committee members are:

1. Donald G. Kopfman
   Kopfman, Inc., dba H & W Oil Company
   875 Petersburg
   Munjor, KS 67601
   Tel: (785) 623-0765
   Fax: (928) 244-5204

2. Ron Molz
   Chieftain Oil Co. Inc.
   P.O. Box 124
   Kiowa, KS 67070
   Tel: (620) 886-2140
   Fax: (620) 825-4029

3. R. Jeff Pendrel
   Nexen, Inc.
   801-7th Avenue Southwest
   Calgary, Alberta
   Canada T2 3P7
   Tel: 1-403-699-5065

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Pratt, Kansas-based Central Kansas Crude LLC filed for Chapter 11
bankruptcy protection on November 17, 2009 (Bankr. D. Kan. Case
No. 09-13798).  Edward J. Nazar, Esq., who has an office in
Wichita, Kansas, assists the Company in its restructuring effort.
According to the schedules, the Company has assets of $13,515,357,
and total debts of $25,418,311.


CERUS CORP: 100% of Execs. Performance Bonuses to Be Paid in Cash
-----------------------------------------------------------------
The compensation committee of the board of directors of Cerus
Corporation approved an amendment to the bonus plan for senior
management to provide that 100% of the performance bonuses will be
paid in cash.  All other provisions of the Bonus Plan remain in
full force and effect.

The Committee established the target bonuses under the Bonus Plan
for each named executive officer, expressed as a percentage of
such named executive officer's 2010 annual base salary.  The
actual amount to be paid to each named executive officer under the
Bonus Plan will be determined by the Compensation Committee in
accordance with the terms of the Bonus Plan.  The target bonuses
for each named executive officer are:

                                             Target Bonus
                                           (as a Percentage
                                            of 2010 Annual
    Name                                       Base Salary)
    ----                                    ---------------
    Claes Glassell                               60%
    President and Chief Executive Officer

    Laurence M. Corash, M.D.                     35%
    Senior Vice President and Chief
    Medical Officer

    William M. Greenman                          35%
    Senior Vice President, Business
    Development and Marketing

A full-text copy of the Bonus Plan is available for free at
http://ResearchArchives.com/t/s?5816

                      Going Concern Doubt

At September 30, 2009, the Company's consolidated balance sheets
showed $43.0 million in total assets, $17.2 million in total
liabilities, and $25.8 million in total shareholders' equity.

Ernst & Young LLP, in Palo Alto, Calif., expressed substantial
doubt about Cerus Corporation's ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the years ended December 31, 2008, and 2007.  The
auditors pointed to the Company's recurring operating losses and
negative cash flows from operating activities from inception
through December 31, 2008.

                            About Cerus

Concord, California-based Cerus Corporation (NASDAQ: CERS) --
http://www.cerus.com/-- is a biomedical products company focused
on commercializing the INTERCEPT Blood System to enhance blood
safety.  The INTERCEPT system is designed to reduce the risk of
transfusion-transmitted diseases by inactivating a broad range of
pathogens such as viruses, bacteria and parasites that may be
present in donated blood.  Cerus currently markets and sells the
INTERCEPT Blood System for both platelets and plasma in Europe,
Russia, the Middle East and selected countries in other regions
around the world.


CERUS CORP: Inks Employment Letter with Laurence Corash
-------------------------------------------------------
Cerus Corporation entered into an employment letter with Laurence
M. Corash, M.D.  Pursuant to the terms of the Employment Letter,
Dr. Corash is eligible to receive compensation, effective as of
March 1, 2010, on these terms:

   * A semi-monthly base salary of $15,625, for an annual
     compensation of roughly $375,000;

   * Continued participation in the bonus plan for senior
     management;

   * Termination of the Stock Program; and

   * Dr. Corash will remain an at-will employee of the Company and
     the Company may modify his compensation terms, in its sole
     discretion, at any time.

Dr. Corash is the senior vice president and chief medical officer
of Cerus.

A full-text copy of the Employment Letter is available for free at
http://ResearchArchives.com/t/s?5815

                      Going Concern Doubt

At September 30, 2009, the Company's consolidated balance sheets
showed $43.0 million in total assets, $17.2 million in total
liabilities, and $25.8 million in total shareholders' equity.

Ernst & Young LLP, in Palo Alto, Calif., expressed substantial
doubt about Cerus Corporation's ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the years ended December 31, 2008, and 2007.  The
auditors pointed to the Company's recurring operating losses and
negative cash flows from operating activities from inception
through December 31, 2008.

                            About Cerus

Concord, California-based Cerus Corporation (NASDAQ: CERS) --
http://www.cerus.com/-- is a biomedical products company focused
on commercializing the INTERCEPT Blood System to enhance blood
safety.  The INTERCEPT system is designed to reduce the risk of
transfusion-transmitted diseases by inactivating a broad range of
pathogens such as viruses, bacteria and parasites that may be
present in donated blood.  Cerus currently markets and sells the
INTERCEPT Blood System for both platelets and plasma in Europe,
Russia, the Middle East and selected countries in other regions
around the world.


CHARLOTTE GOLF: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Charlotte Golf Partners, LP
           dba Sabal Trace Golf & Country Club
           dba Sabal Trace Golf Club
           dba Sabal Trace
         5456 Greenwood Ave.
         North Port, FL 34287

Bankruptcy Case No.: 10-05206

Chapter 11 Petition Date: March 9, 2010

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Joel S. Treuhaft, Esq.
                  2997 Alternate 19, Suite B
                  Palm Harbor, FL 34683
                  Tel: (727) 797-7799
                  Fax: (727) 213-6933
                  Email: jstreuhaft@yahoo.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

According to the schedules, the Company has assets of $4,630,350,
and total debts of $3,897,575.

A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/flmb10-05206.pdf

The petition was signed by Mathew Mootz, president of general
partner of the Company.


CGR INVESTORS: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: CGR Investors Limited Partnership, Calif. Ltd. Partnership
        1243 Easton Road, Suite 200
        Warrington, PA 18976

Bankruptcy Case No.: 10-11785

Chapter 11 Petition Date: March 9, 2010

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Eric L. Frank

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  Email: aciardi@ciardilaw.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 8 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/paeb10-11785.pdf

The petition was signed by Marvin Kqtz, managing member of the
company.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                    Petition
Debtor                                Case No.      Date
------                                --------      ----
Marcus Lee Associates, LP              09-11037     4/16/09


CHRYSLER LLC: New Chrysler Posts Slight Hike in February Sales
--------------------------------------------------------------
Chrysler Group LLC reported a slight sales increase compared with
February 2009.

In a company statement, the company disclosed a total U.S. sales
for February of 84,449 units, which is a slight increase versus
the same time period last year (84,050 units) and an increase of
48% compared with January 2010 (57,143 units).  Chrysler Group
finished the month with 197,080 units in inventory, a 44% decline
compared with February 2009 (350,966 units).  Overall industry
figures for February are projected to come in at an estimated
10.6 million SAAR.

"Chrysler Group sales were up slightly this month, in line with
the industry," said Fred Diaz, President and Chief Executive
Officer for the Ram Brand and Lead Executive for the Sales
Organization.  "Compared with January, Chrysler Group's February
sales grew more than the industry average, reinforcing the company
trend of steady, month-over-month growth."

                 February U.S. Sales Highlights

    * Car sales increased 38% compared with the previous year

    * Chrysler Sebring (sedan and convertible), Chrysler 300,
      Chrysler Town & Country, Jeep Compass, Jeep Patriot, Jeep
      Grand Cherokee, Jeep Commander, Dodge Avenger, Dodge Grand
      Caravan and Dodge Charger all post year-over-year sales
      increases

    * Chrysler brand sales up 9% compared with February 2009

    * Jeep brand sales increase 6% versus the previous year

    * Dodge brand sales improve 8% sales compared with last year

    * All brands post sales increases compared with January

    * Ram pickup sales up 3% compared with the previous month

    * Chrysler Sebring Sedan, Chrysler 300, Chrysler Town &
      Country, Jeep Wrangler, Jeep Compass, Jeep Patriot, Jeep
      Grand Cherokee, Jeep Commander, Dodge Avenger, Dodge
      Charger, Dodge Challenger, Dodge Grand Caravan and the
      all-new 2010 Dodge Ram Heavy Duty posted month-over-month
      sales increases

"The 2010 Dodge Caliber Mainstreet and Jeep Wrangler Islander
vehicles are arriving at dealer showrooms now," said Mr. Diaz.
"The 2010 model year Nitro Heat, Journey Crew and Dodge Grand
Caravan Hero packages are open for ordering and will soon arrive
at local Chrysler, Jeep, Dodge and Ram dealer."

                          Incentives

Chrysler Group LLC had announced that March is "Truck Month."
Beginning March 2, 2010, consumers who purchase a 2010 model year
Ram 1500 can receive a "no charge" HEMI(R) engine, or $500 bonus
cash towards the purchase of a Ram 1500 with a 3.7L or 4.7L
engine.

March also kicks off 0% PLUS on most 2010 model year vehicles.

                        Ram Truck Brand

    * Consumers who purchase a 2010 model year Ram 1500 can
      receive a "no charge" HEMI engine, or $500 bonus cash
      towards the purchase of a Ram 1500 with a 3.7L or 4.7L
      engine

    * Consumers who purchase the all-new 2010 Ram Heavy Duty can
      choose attractive financing rates through GMAC Financial
      Services of 1.9% financings for up to 60 months or
      $1,000 consumer cash

    * Consumers purchasing a 2010 Dodge Dakota can choose 0%
      financing for up to 60 months or 1.9% financing for 72
      months plus $1,000 bonus cash from GMAC, or consumer cash
      of up to $2,000

                           Chrysler Brand

    * 0% financing for 36 months plus $1,000 consumer cash is
      available on all 2010 model year vehicles

      In addition:

      * Consumers purchasing a Chrysler 300 can choose 0%
        financing for up to 60 months or 1.9% financing for 72
        months plus $1,000 consumer cash, or consumer cash of up
        to $2,000 or "no charge" all-wheel drive

      * Qualified customers purchasing a 2010 Chrysler PT
        Cruiser can choose 0% financing for 36 months plus
        $1,000 bonus cash, or consumer cash of up to $2,000

      * Consumers purchasing a Chrysler Sebring can choose 0%
        financing for up to 48 months or 1.9% financing
        for 60 months plus $1,000 consumer cash, or consumer
        cash of up to $2,000

      * Qualified customers purchasing a 2010 Chrysler Town &
        Country are eligible for 0% financing for up to 60
        months, or consumer cash of up to $1,500

      * In addition, the "Minivan Pledge" in which consumers
        trading in a competitive vehicle for the purchase of a
        new 2010 model year Chrysler Town & Country can return
        the vehicle, no questions asked, within 60 days if they
        aren't happy with the vehicle continues through March 31

                           Jeep Brand

    * Jeep Adrenaline Rush continues through March 31

    * Consumers who purchase a 2010 model year Jeep Liberty,
      Grand Cherokee or Commander can choose 0% financing
      for up to 60 months or 1.9% financing for 72 months plus
      bonus cash of up to $1,000 from GMAC or consumer cash of
      up $4,000

    * Consumers purchasing a 2010 Jeep Compass or Patriot can
      choose 0% financing for 36 months plus $1,000 consumer
      cash, or consumer cash of $1,500. Attractive financing
      rates are available for longer terms

    * Consumers purchasing a 2010 Jeep Wrangler can choose 0%
      financing for 36 months or consumer cash of $750.
      Attractive financing rates are available for longer terms

                        Dodge Car Brand

    * 0% financing for 36 months plus $1,000 consumer cash is
      available on most 2010 model year vehicles

    * Consumers purchasing a 2010 Charger can choose 0%
      financing for up to 60 months or 1.9% financing for 72
      months plus $1,000 consumer cash, or consumer cash of up
      to $2,000, or "no charge" all-wheel drive in lieu of
      consumer cash or 0% financing

    * Qualified customers purchasing a 2010 Dodge Challenger are
      eligible for 1.9% financing for up to 60 months

      * Consumers purchasing a 2010 Dodge Journey, Nitro or
        Grand Caravan can choose 0% financing for 36 months plus
        up to $1,000 consumer cash, or consumer cash of up to
        $2,000.  Attractive financing rates are available for
        longer terms

      * In addition, the "Minivan Pledge"" in which consumers
        trading in a competitive vehicle for the purchase of a
        new 2010 model year Dodge Grand Caravan can return the
        vehicle, no questions asked, within 60 days if they
        aren't happy with the vehicle continues through March 31

      * Qualified customers purchasing a 2010 Dodge Avenger can
        choose 0% financing for up to 60 months, or $2,000
        consumer cash, or 0% financing for 36 months plus $1,000
        consumer cash

Chrysler Group is offering attractive lease rates on several 2010
model year vehicles.  The incentives announced are valid through
March 31, 2010.

               Chrysler Canada Sales Increase 17%

In a separate company statement, Chrysler Canada disclosed total
sales of 14,045 for the month of February 2010, an increase of 17%
compared with February 2009.

Strong traffic at the company's dealerships drove sales at the
retail level to an increase of 23%, underscoring the enthusiastic
response to Chrysler Canada's current product lineup among
Canadian consumers, according to the statement.

"The Olympic athletes were not the only ones who were going for
the gold in February," said Reid Bigland, President and CEO of
Chrysler Canada.  "Our retail sales were up over 20% for the third
month running, and we won't rest till we are at the top of the
podium again."

                       Sales Highlights

The Dodge Grand Caravan and Chrysler Town & Country continued
their drive to domination with combined sales of 4,415 units, an
increase of 47 per cent over last year, notes the report.
February marks the seventh consecutive month of year-over-year
sales gains for the company's minivans.  These vehicles continue
to overwhelm not only the minivan segment, where they have an
astounding 85% market share, but products from other segments as
well, the statement said.  The Dodge Grand Caravan was the No. 2
selling nameplate in the country, easily overcoming rivals in the
SUV segment, the crossover segment, and the small car segment.

Sales of the Ram pickup surged 88% in February over the same month
last year, with 3,001 units sold (2009: 1,594 units).  The Ram was
Canada's No. 5 selling nameplate in February, making Chrysler
Canada the only automaker to have two of the top five selling
vehicles in the country, according to the statement.

Canada's No. 1 selling crossover, the Dodge Journey, had its best
February ever, with sales of 1,449 units, up 53% over February
2009.

Jeep(R) brand vehicles experienced another strong sales month, led
by an outstanding performance for the Jeep Wrangler.  The Jeep
Wrangler posted a 66% increase year-over-year on sales of 670
units.

Chrysler Canada is celebrating the arrival of spring with a
special "Spring into Drive Event" from March 2 to 31.  This one-
month exclusive program includes special dealer events from coast-
to-coast across Canada.

When customers visit one of Chrysler Canada's 440 Chrysler, Jeep,
Dodge, Ram dealerships in the month of March, they will now be
entitled to an exclusive $500 in "Spring into Drive Bonus Cash" on
top of all other retail programs on nearly every 2010 Chrysler,
Jeep, Dodge and Ram vehicle.

In addition, Chrysler Canada continues to offer the most
compelling purchase finance options in the industry, which are
combinable with all retail discounts.  These financing options
include the industry-first variable prime rate of 2.25% up to 84
months or zero per cent up to 36 months on nearly every 2010
Chrysler, Jeep, Dodge, Ram product.

Also, only for the month of March, Canadians can receive up to
$1,000 in "No-Charge" equipment on 2010 Jeep Wrangler and Jeep
Wrangler Unlimited -- named 4x4 of the Decade by Four Wheeler
magazine; 2010 Ram 1500 -- an Automobile Magazine "All Star"; and
2010 Jeep Liberty, featuring the industry-exclusive Sky Slider(TM)
roof.

Here are a few of the "No Charge" opportunities on the three
vehicles:

  * 2010 Jeep Wrangler and Jeep Wrangler Unlimited: Get $1,000
    of "No-Charge Options," allowing one to customize his Jeep
    vehicle with equipment like the 32-inch Tire & Wheel
    Group, the Freedom Top(R) modular hard top, SIRIUS Satellite
    Radio with six Infinity(R) speakers and subwoofer, or the
    Mopar(R) Chrome Edition Group.

  * 2010 Ram 1500: Get a "No-Charge" SXT Package, including
    chrome wheels; bright grille and bumpers; SIRIUS Satellite
    Radio with 12-month free subscription; speed control,
    premium cloth 40/20/40 front seat and more.  Or customers
    can choose a "No-Charge" class-leading 390-horsepower
    HEMI(R) engine on the SLT, Sport or Laramie models.

  * 2010 Jeep Liberty: customers can select a "No Charge" North
    Edition or Renegade model, featuring Selec-Trac II(R) active
    full-time four-wheel-drive system; Skid Plate Group; unique
    aluminum wheels with all-terrain tires; premium cloth seats;
    leather-wrapped steering wheel and shifter; and much more.

                     About Chrysler Group LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

                        About Chrysler LLC

Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CHRYSLER LLC: Reaches Deal With Howard County on Back Taxes
-----------------------------------------------------------
Chrysler and officials of Howard County hammered out a deal
requiring the auto maker to pay back 100% of its back taxes,
according to Kokomo Perspective.

Jamie Shepherd, Howard County assessor, said the county will
receive an initial $11.2 million lump sum payment, and
$3.2 million a year for the next six years to cover the remaining
back taxes owed.

Howard County is so far the only county that Chrysler approached
to settle its taxes, according to Mr. Shepherd.

"They care about getting the abatements for not just 2009 pay 2010
but for future years.  To me, paying us 100 percent of what they
owe is a strong indication that Chrysler is here and they are
going to be in Kokomo," Kokomo Perspective quoted Mr. Shepherd as
saying.

Prior to the deal, Chrysler had appealed the $105 million assessed
value for Indiana Transmission Plants I and II for which they owed
the back taxes.  The auto maker reportedly wanted a 50% reduction.

Chrysler withdrew the appeal for 2007 pay 2008.  It received an
assessment reduction to $85 million for 2008 pay 2009, and the
assessed value was reduced to $73 million for 2009 pay 2010,
according to the report.

        Rep. Burton's Statement on Howard-Chrysler Pact

"I am relieved to know that Chrysler has accepted their
responsibility to the people of Howard County, and I'm thankful to
all the officials on every level of government who worked together
to reach this settlement.  A major crisis has been averted," Rep.
Dan Burton said upon receiving confirmation that Old Carco, also
known as "Old Chrysler," wired a $11.2 million in outstanding tax
payments to Howard County, in addition to Chrysler Group LLC
agreeing to pay $19.2 million over the next six years in
additional tax payments,

To recall, Indiana Representatives Dan Burton and Joe Donnelly,
and Indiana Senator Richard Lugar met with Dr. Ed Montgomery, a
director within President Obama's Task Force on the Auto Industry
on July 31, 2009.  The purpose of the meeting was to ask that the
Obama Administration, which forced Chrysler into federal
bankruptcy protection on April 30, 2009, work with Old Chrysler to
ensure that the company paid all taxes owed to Howard County.

"Whether it's 'old Chrysler' or 'new Chrysler,' they have an
obligation to the people of Howard County.  These people have been
supportive of Chrysler for so many years, and I think it's
unconscionable that police officers, firefighters, and teachers
are threatened with layoffs because Chrysler has not paid their
personal property taxes," Mr. said in a statement after the
meeting.

                     About Chrysler Group LLC

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

                        About Chrysler LLC

Chrysler LLC and 24 affiliates on April 30 sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.  Chrysler has
changed its corporate name to Old CarCo following its sale to a
Fiat-owned company.  As of December 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.  Chrysler
had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat has a 20
percent equity interest in Chrysler Group.

Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of
Chrysler LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


CIRCUIT CITY: 2nd Admin. Claims Bar Date Set for March 31
---------------------------------------------------------
Pursuant to Sections 105 and 503 of the Bankruptcy Code and Rules
2002 and 9007 of the Federal Rules of Bankruptcy Procedure, the
Circuit City Stores Inc. and its units sought and obtained an
order setting March 31, 2010, at 5:00 p.m., Pacific Time, as the
second administrative bar date within which certain administrative
expense requests must be filed.

The Debtors sought to establish the Second Administrative Bar Date
to determine what, if any, Administrative Expenses are, or
remain, asserted against them.

On May 15, 2009, the Court set June 30, 2009, as the bar date for
filing claims for administrative expenses that arose from the
Petition Date through and including April 30, 2009.

The United States of America filed on February 5 an objection to
the Debtors' Second Administrative Bar Date Motion.  To resolve
the dispute, the Debtors and the USA stipulate, with the Court's
approval, that the relief sought in the Second Administrative Bar
Date Motion will not apply to any administrative expense claims of
the USA.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

Bankruptcy Creditors' Service, Inc., publishes Circuit City
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Circuit City Stores Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


CIRCUIT CITY: Plan Confirmation Hearing Continued to April 6
------------------------------------------------------------
The hearing to consider the confirmation of the First
Amended Joint Plan of Liquidation of Circuit City Stores Inc. has
been further continued from March 8, 2010, to April 6, 2010, at
10:00 a.m., Eastern Time, or as soon as counsel can be heard
before Judge Kevin Huennekens, the Debtors and the Official
Committee of Unsecured Creditors disclosed in a notice filed in
Court.

Various parties have filed objections to the Plan.  The latest
came from the Texas Comptroller of Public Accounts.

The Texas Comptroller previously filed an objection on October 7
to the confirmation of the Plan.  Since that date, the Debtors'
2009 Texas franchise tax return has been processed, and the Texas
Comptroller has recently filed an administrative expense proof of
claim, based on that return, for $1,181,459, reflecting tax
principal of $964,063, penalties and interest.

Consequently, the Texas Comptroller filed an amended objection
addressing issues relating to the new claim, in addition to
issues set forth in the original objection relating to its
prepetition priority tax claims.  Mark Browning, assistant
attorney general, in Austin, Texas, notes that the Plan's
treatment of administrative expense tax claims, including penalty
and interest owed on postpetition taxes, is not clear in several
aspects.  In addition, the definition of "Administrative Claim" is
unclear, he says.  Mr. Browning further notes that payment of
Administrative Claims, including the Texas Comptroller's filed
administrative claim, may be delayed for a considerable time after
the Plan's effective date.  He points out that, pursuant to
Section 1129(a)(9)(A) of the Bankruptcy Code, holders of
administrative expense claims "will receive on account of such
claim cash equal to the allowed amount of such claim," and that
the amount is to be received "on the effective date of the plan."

Mr. Browning asserts that delaying payment until well after the
Effective Date does not comply with Section 1129(a)(9)(A), and is
not in the best interest of lower-priority creditors, since
interest will continue to accrue during any payment delay.

The Texas Comptroller, hence, asks the Court to deny confirmation
of the Plan.

                       The Liquidating Plan

The Plan provides for the orderly liquidation of the remaining
assets of the Debtors and the distribution of the proceeds of the
liquidation of the Debtors' assets according to the priorities
set forth under the Bankruptcy Code.

Under the Debtors' Joint Plan of Liquidation, all claims against
the Debtors -- other than administrative claims and priority tax
claims, which will be paid in full -- are classified into eight
classes:

                                               Estimated
                                    Estimated  Aggregate Amount
  Class  Description                Recovery   of Allowed Claims
  -----  -----------                ---------  -----------------
1    Miscellaneous Secured Claims   100%      $5 mil.-$20 mil.
2    Non-Tax Priority Claims        100%      $35 mil.-$95 mil.
3    Convenience Claims              10%      unknown
4    General Unsecured Claims      0%-13.5%   $1.8 bil.-$2 bil.
5    Intercompany Claims              0%      $0
6    Subordinated 510(c) Claims       0%      $0
7    Subordinated 510(b) Claims       0%      $0
8    Interests                        0%      -

A Liquidating Trust will be established on the Plan Effective
Date.  All Distributions to the Holders of allowed claims will be
from the Liquidating Trust.

The Plan Proponents also filed on September 24, 2009, clean and
final version of their Disclosure Statement and First Amended
Plan, a full-text copy of which is available at no charge at:

       http://bankrupt.com/misc/CC_DS&1stAmPlan_092409.pdf

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

Bankruptcy Creditors' Service, Inc., publishes Circuit City
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Circuit City Stores Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


CIRCUIT CITY: Proposes to Sell Pa. Property to Dowel-Allentown
--------------------------------------------------------------
Pursuant to Sections 105 and 363 of the Bankruptcy Code, and
Rules 2002 and 6004 of the Federal Rules of Bankruptcy Procedure,
Circuit City Stores Inc. and its units ask the Court:

  (a) for authority to enter into an agreement with Dowel-
      Allentown, LLC, the purchaser, for the sale of Circuit
      City Stores, Inc.'s real property located at the
      intersection of Grape Street and Jordan Boulevard in
      Whitehall, Pennsylvania, subject to higher or otherwise
      better bids;

  (b) to approve proposed bidding procedures; and

  (c) to approve the Sale free and clear of all liens.

Before the conclusion of the going-out-of-business sales, the
Debtors used the Property as a parking lot adjacent to one of its
retail stores that was leased from the Purchaser.

In light of the failure to obtain any going concern bids, and the
decision to liquidate the Debtors' inventory, the Debtors has
been left with various assets, which include the Property, for
which it has no remaining use.  The sale of these assets could
result in the recovery of significant proceeds for the Debtors'
estate and creditors.

Circuit City believes that the Sale represents its best
opportunity under the circumstances to maximize the value of the
Property.  Therefore, the Sale is in the best interests of the
Debtors' estates and stakeholders, according to Douglas M. Foley,
Esq., at McGuireWoods LLP, in Richmond, Virginia.

The Debtors, along with its real estate advisor, DJM Realty, LLC,
has been marketing the Property since the commencement of the
going-out-of-business sales.  As a result of these marketing
efforts, the Seller received various proposals to purchase the
Property, and it determined that the Dowel-Allentown's proposal
was materially higher or otherwise better than the alternate
proposals received, Mr. Foley relates.

On January 28, 2010, Circuit City entered into the Agreement with
Dowel-Allentown.  The significant terms of the Agreement include:

  (a) Purchase Price: $60,000, subject to higher or otherwise
      better proposals.

      Assets Sold: the Property, consisting solely of the
      right, title and interest in and to the Property, together
      with all rights and appurtenances.

  (b) The Property would be sold free and clear of all liens,
      including liens of the Seller's postpetition lenders and
      liens for past-due real property taxes, claims and
      encumbrances, except for certain permitted encumbrances.

  (c) The closing of the Sale will occur on (1) the date, which
      is five business days after the date of entry of the Sale
      order or (2) a later date pursuant to agreement between
      the Seller and the Purchaser.

  (d) The Agreement could be terminated before Closing in these
      circumstances: (1) by the Purchaser, if an action is
      initiated to take any material portion of the Property by
      eminent domain proceedings, (2) by the Purchaser or the
      Seller if the Court will not enter the Sale order by
      September 30, 2010, in the event that the Seller will fail
      to consummate the transactions contemplated by the
      Agreement, or (3) by the Seller, in order to permit it to
      accept a higher or better offer for the Property pursuant
      to the Bidding Procedures.

Pursuant to the Agreement, the Purchaser has delivered to
Tallman, Hudders & Sorrentino, as agent for First American Title
Insurance Company, the escrow agent, $6,000 as deposit.  If the
Sale is consummated under the Agreement, the Deposit will be
applied to the Purchase Price.  If the Agreement is terminated
before the Closing of the Sale because of the Purchaser's breach
of the Agreement, the Seller would be entitled to retain the
Deposit as its sole recourse, according to Mr. Foley.

A full-text copy of the Agreement is available at no charge
at http://bankrupt.com/misc/CC_WhitehallDowelAgreement012810.pdf

The Sale of the Property would be subject to Court approval and
competitive bidding pursuant to the proposed Bidding Procedures.

                  Proposed Bidding Procedures

To ensure that the Seller receives the highest or otherwise best
proposal for the Property, it will entertain any alternate
proposals for the Sale pursuant to these procedures.

The Seller proposes to set a bid deadline of March 9, 2010, at
4:00 p.m., Eastern Time, for any parties, including those that
previously submitted proposals, who wish to submit an alternate
proposal for consideration by the Debtors.  All bids are to be
sent to Circuit City, counsel to the Seller, counsel to the
Official Committee of Unsecured Creditors, and DJM Realty.

If the Seller receives any "Qualified Bids," it would hold an
auction on March 16, 2010, at 10:00 a.m., Eastern Time,
telephonically or at the offices of Skadden, Arps, Slate, Meagher
& Flom LLP, located at One Rodney Square, in Wilmington,
Delaware.  The Purchaser and all other parties that submitted a
Qualified Bid will be advised of the Auction.

To be considered a Qualified Bid and a Qualified Bidder, for
purposes of the Auction, the person or entity submitting the bid
would be required to submit an offer by the Bid Deadline that
includes (i) an executed copy of the Agreement, marked to show
amendments and modifications to the Agreement that the Qualified
Bidder proposes, including modification of the Purchase Price,
which must be at least $65,000; (ii) the potential bidder and its
authorized agent who will appear on its behalf; (iii) a statement
that the bid will not be conditioned on the outcome of
unperformed due diligence by the bidder or any financing
contingency; (iv) a good faith deposit of $6,000, plus 10% of the
amount the bid exceeds the Purchaser Price; (v) an acknowledgment
that the bidder's offer is irrevocable until two business days
after the Closing of the Sale; and (vi) an acknowledgment that,
in the event the bidder is the Alternate Bidder, it will proceed
with the purchase pursuant to the terms of the Marked Agreement.

At the conclusion of any Auction, the Seller, in consultation
with its advisors and representatives of the Creditors'
Committee, would determine which bid constitutes the highest or
otherwise best bid -- Successful Bid.

Following the Auction, if any, the Seller intends to proceed with
a hearing to approve the Sale on March 18, 2010, at 10:00 a.m.,
Eastern Time.

If no Qualified Bids other than the Purchaser's bid are received,
the Seller would proceed with the Sale to the Purchaser after
entry of the Sale order.  If the Seller receives additional
Qualified Bids, then at the Sale hearing, it would seek approval
of the Successful Bid, as well as the second highest or best
Qualified Bid -- the Alternate Bid.  A bid would not be deemed
accepted by the Seller unless and until approved by the Court.

After approval of the Sale to the Successful Bidder, if the
Successful Bidder fails to consummate the Sale for specified
reasons, then the Alternate Bid would be deemed to be the
Successful Bid, and the Seller would be permitted to effectuate a
sale to the Alternate Bidder without further order of the Court.

Sale objections must be filed and served no later than 4:00 p.m.,
Eastern Time, on March 11, 2010.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

Bankruptcy Creditors' Service, Inc., publishes Circuit City
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Circuit City Stores Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


CITADEL BROADCASTING: Court Sets April 21 as Claims Bar Date
------------------------------------------------------------
Judge Burton Lifland of the U.S. Bankruptcy Court for the Southern
District of New York set April 21, 2010 at 5:00 p.m. (Eastern) as
the deadline for creditors to file proofs of pre-bankruptcy
claims, including claims arising under section 503(b)(9) of the
Bankruptcy Code, in the cases of Citadel Broadcasting Corporation
and its affiliates.

Judge Lifland set June 18, 2010, at 5:00 p.m. (Eastern) as the
deadline for governmental entities to file proofs of claim.

                    About Citadel Broadcasting

Citadel Broadcasting Corporation (OTC BB: CTDB) --
http://www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets.  Citadel is comprised of 166 FM stations and
58 AM stations in the nation's leading markets, in addition to
Citadel Media, which is one of the three largest radio networks in
the United States.

Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company listed assets of $1.4 billion and debt of $2.5 billion
in its Chapter 11 filing.  Kirkland & Ellis LLP is serving as
legal counsel and Lazard Freres & Co. LLC as financial advisor for
the restructuring.  Kurtzman Carson Consultants is serving as
claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes Citadel
Broadcasting Bankruptcy News.  The newsletter tracks the Chapter
11 proceeding undertaken by Citadel Broadcasting Corp. and other
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


CITIGROUP INC: Private Bank Unit to Double Size of Workforce
------------------------------------------------------------
Brett Philbin at The Wall Street Journal reports that Citigroup
Private Bank's North America Chief Executive Peter Charrington
told Dow Jones Newswires in an interview that Citigroup plans to
roughly double the size of its private banker force in North
America over the next several years.

The Journal reports that Mr. Charrington said he would like the
unit, which boasts 130 bankers, to reach a total of about 260.

Mr. Charrington was named CEO of Private Bank, North America in
June after leading Citi's ultra-high-net worth businesses in the
United Kingdom, Israel and Monaco, the Journal reports.

Citigroup's private bank targets investors with a net worth of at
least $25 million.  "We have 22 locations in North America and
will add selectively by putting talent in key markets," Mr.
Charrington told Dow Jones.  The Journal says Citi Private Bank
has $90 billion in client business volume -- a figure that
includes investments, cash management and credit among other
things.  The Private Bank has an ultra-high-net worth business,
but also caters to the wealth management needs of attorneys in its
law firm group.

                          About Citigroup

Based in New York, Citigroup Inc. (NYSE: C) -- is a global
diversified financial services holding company whose businesses
provide a broad range of financial services to consumer and
corporate customers.  Citigroup has roughly 200 million customer
accounts and does business in more than 140 countries.
Citigroup's businesses are aligned in three reporting segments:
(i) Citicorp, which consists of Regional Consumer Banking (in
North America, EMEA, Asia, and Latin America) and the
Institutional Clients Group (Securities and Banking, including the
Private Bank, and Transaction Services); (ii) Citi Holdings, which
consists of Brokerage and Asset Management, Local Consumer
Lending, and a Special Asset Pool; and (iii) Corporate/Other.

As reported in the Troubled Company Reporter on November 25, 2008,
the U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
The U.S. Treasury and the Federal Deposit Insurance Corporation
agreed to provide protection against the possibility of unusually
large losses on an asset pool of roughly $306 billion of loans and
securities backed by residential and commercial real estate and
other such assets, which will remain on Citigroup's balance sheet.
As a fee for this arrangement, Citigroup issued preferred shares
to the Treasury and FDIC.  The Federal Reserve agreed to backstop
residual risk in the asset pool through a non-recourse loan.

Citigroup, the third-biggest U.S. bank, received $45 billion in
bailout aid.  Other bailed-out banks, including Bank of America
Corp., Wells Fargo & Co., have pledged to repay TARP money.
JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley,
repaid TARP funds in June.  Citigroup is selling assets to repay
the bailout funds.

Citigroup is one of the banks that, according to results of the
government's stress test, need more capital.


COLONIAL BANCGROUP: Claims Ownership of Garland Property
--------------------------------------------------------
The Colonial BancGroup, Inc., commenced an adversary proceeding,
asking the U.S. Bankruptcy Court for the Middle District of
Alabama to:

   -- declare that certain real property and improvements thereon
      located at 715 North Garland Avenue, Orlando, Florida) is
      property of the estate; and

   -- determine that the Garland Property is free and clear of any
      lien, claim or interest that the Federal Deposit Insurance
      Corporation, as receiver for Colonial Bank, may assert.

The Debtor acquired ownership of the Garland Road Property as the
result of a merger on or about September 18, 1998, of C&G
Properties of Orlando, Inc., a Florida corporation, which at the
time of the merger was the owner of the Garland Road Property.

Prior to the petition date, Colonial Bank held a mortgage of
record with respect to the Garland Road Property to secure an
indebtedness allegedly owed by the Debtor to Colonial Bank.

The mortgage and the underlying indebtedness secured thereby were
satisfied prior to the petition date from the proceeds of a
condemnation award in the amount of $2,592,900 pursuant to a
Stipulated Order of Taking entered on or about October 16, 2007.

The Debtor adds that the basis for the FDIC-Receiver's assertion
of an interest or a desire to conduct further investigation to
ascertain whether or not an interest exists in the Garland
Road Property is unclear.

                    About Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc.
(NYSE: CNB) was holding company to Colonial Bank, N.A, its
banking subsidiary.  Colonial bank -- http://www.colonialbank.com/
-- operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On August 14, 2009,
Colonial Bank was seized by regulators and the Federal Deposit
Insurance Corporation was named receiver.  The FDIC sold most of
the assets to Branch Banking and Trust, Winston-Salem, North
Carolina.  BB&T acquired $22 billion in assets and assumed
$20 billion in deposits of the Bank.

Colonial BancGroup filed for Chapter 11 bankruptcy protection on
August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303).  W. Clark
Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Company in
its restructuring effort.  The Company listed $45,000,000 in
assets and $380,000,000 in debts in its bankruptcy filing.


CONSECO INC: Pays $2.7-Mil. in Performance Bonuses 5 Executives
---------------------------------------------------------------
Conseco Inc. disclosed in a regulatory filing Monday, that
effective March 4, 2010, its Human Resources and Compensation
Committee of the Board of Directors approved payments to certain
executive officers under a Pay for Performance Incentive Plan.

Payments under the P4P plan is based on the executive officers'
respective performances with respect to the targets that had been
set for the year ended December 31, 2009.

The executive offices who received P4P bonus payments were:

      Name                        Title               P4P Bonus
                                                       Payment
  -----------------    ---------------------------    ----------
  C. James Prieur      Chief Executive Officer        $1,075,989
  Edward J. Bonach     Chief Financial Officer          $451,915
  Eric R. Johnson      President 40|86 Advisors,
                         Inc.                           $468,865
  Scott R. Perry       President, Bankers Like and
                         Casualty Company               $593,240
  Steven M. Stecher    President Conseco Insurance
                         Group                          $263,760

The Compensation Committee also awarded shares of restricted stock
to the following named executive officers:  Edward Bonach
(4,000 shares); Eric Johnson (3,000 shares); Scott Perry
(4,000 shares); and Steven Stecher (3,500 shares).  Mr. Prieur did
not receive an award of restricted stock.  The shares of
restricted stock will vest in two equal annual installments
commencing March 2, 2010, if the officer remains employed through
the date of vesting.  The Compensation Committee also approved a
salary increase of $37,500 for Mr. Bonach, increasing his annual
salary to $510,000.

                           2010 P4P Plan

On March 2, 2010, the Company's Board of Directors approved the
2010 Pay for Performance Incentive Plan, which will be submitted
to the shareholders for approval at the Company's 2010 Annual
Meeting.  The 2010 P4P Plan is substantially the same as the
Company's current P4P Plan, which was adopted in 2005 and expires
in 2010.

The 2010 P4P Plan will be administered by the Compensation
Committee, which is comprised of independent directors who are not
eligible to participate in the 2010 P4P Plan.  The Compensation
Committee will have the full discretionary authority to administer
and interpret the 2010 P4P Plan.

Individuals eligible to participate in the 2010 P4P Plan shall
consist of officers and other employees of the Company whom the
Compensation Committee determines have the potential to contribute
significantly to the success of the Company.  The determination of
participants for each year will be made no later than the 90th day
of the year (or, in the case of a performance period that is less
than a fiscal year, prior to the date on which 25% of the
performance period has lapsed).

The 2010 P4P Plan award levels are based on achievement of pre-
established objective performance goals determined by the
Compensation Committee for each performance period.  The
performance goals may be based upon performance of the Company, an
affiliate or division thereof, and/or individual performance.

A full-text copy of 2010 Pay for Performance Incentive Plan is
available for free at:

              http://researcharchives.com/t/s?5824

                        About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The Company became the successor to Conseco Inc. (Old Conseco), in
connection with the Company's bankruptcy reorganization which
became effective on September 20, 2003.  CNO focuses on serving
the senior and middle-income markets.  The Company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.


COOPER-STANDARD: Court OKs Payment to BofA to Arrange Financing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the payment of fees and reimbursement of expenses of Bank of
America N.A. and Banc of America Securities LLC.

BofA and Banc of America are among the lenders tapped by the
Debtors to provide exit financing in connection with their
Chapter 11 plan of reorganization, which requires the Debtors to
obtain a new working capital facility of up to $150 million and a
new secured term debt facility of up to $400 million.

As condition for obtaining the exit financing, BofA and Banc of
America required the Debtors to reimburse them of their fees and
expenses incurred in connection with the negotiation and
preparation of the new working capital facility.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News.  The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-


COOPER-STANDARD: Disc. Statement Hearing Moved to March 18
----------------------------------------------------------
Judge Peter Walsh of the U.S. Bankruptcy Court for the District
of Delaware moved to March 18, 2010, the hearing to consider
approval of the disclosure statement of Cooper-Standard Holdings
Inc. and its affiliated debtors.

Also to be considered for approval at the March 18 hearing is the
proposed deal between the Debtors and certain noteholders, who
agreed to backstop a $245 million equity rights offering to
finance the Debtors' joint Chapter 11 plan of reorganization.

The Debtors filed their Plan on February 1, 2010, which, if
approved by the Court would reduce their debt to $430 million
when they emerge from bankruptcy.  Under the Plan, the Debtors'
prepetition credit facility and debtor-in- possession financing
as well as the general unsecured claims against Cooper-Standard
Automotive Inc.'s would be paid in full in cash.

                     ITT Industries Object

ITT Corporation asks the Court to deny approval of the disclosure
statement, saying it does not contain "adequate information" that
would allow ITT to determine whether its rights under an
agreement with CS Automotive would be protected or not.

ITT and CS Automotive, one of the Debtors, are parties to a 2005
agreement, which authorized the sale of ITT's stock and assets to
CS Automotive.

ITT has criticized in particular a provision in the disclosure
statement, which states that title to all property of the Debtors
and their estates "will pass to and vest" in the Reorganized
Debtors free and clear of claims, liens and encumbrances on the
effective date of the Debtors' Plan.

MaryJo Bellew, Esq., at Saul Ewing LLP, in Wilmington, Delaware,
says the disclosure statement does not contain any description or
specific reference to ITT's real property in New Lexington, Ohio,
and does not state if ITT would be given access to the property
after the Effective Date.

Among the assets sold to CS Automotive under the 2005 agreement
is a 25-acre of real property in New Lexington, which had been
used as an industrial facility.  Under the deal, CS Automotive is
required to provide ITT continued access to the property to
conduct environmental investigation and remediation work on the
property.

"The disclosure statement should be modified to adequately
describe the [property] and to state with specificity whether the
Plan will preserve ITT's rights under the [2005 agreement]," Ms.
Bellew says.

Aside from the $183,714 claim that ITT asserts against the
Debtors, it also holds an unliquidated claim in connection with
CS Automotive's obligations provide to ITT access to the
property.

Meanwhile, U.S. Bank N.A. has filed a statement in Court to
preserve its right to object to the proposed deal between the
Debtors and the noteholders to backstop the equity rights
offering.  U.S. Bank asks the Court to consider the status and
nature of any potential alternative transaction in connection
with the deal.

                        The Chapter 11 Plan

Under Cooper-Standard's existing plan, debt will be reduced to
$430 million when the Company emerges from bankruptcy,
representing a drop of more than 60% or $700 million.  The Debtors
had total liabilities of more than $1 billion when they filed for
bankruptcy protection on August 3, 2009.

The Plan proposes to pay in full in cash the Debtors' prepetition
credit facility and debtor-in- possession financing.  General
unsecured claims against Cooper-Standard Automotive Inc. and all
of its subsidiary debtors will also receive payment in full in
cash.

Under the Plan, holders of claims that stemmed from the 7% Senior
Notes due 2012 will be issued about 18.75% or 4,083,333 shares of
the new common stock.  Eligible holders of senior note claims
will acquire their share of rights to purchase about 45% or
9,800,000 of the new common stock.

Holders of claims which stemmed from the 8-3/8% Senior
Subordinated Notes due 2014 will be issued about 6.25% or
1,361,111 shares of the new common stock, and warrants to acquire
an additional 5% of the stock or, at the election of those
holders, a cash payment in lieu of warrants.  Eligible holders of
senior subordinated notes claims will acquire their share of
rights to acquire 15% or 3,266,667 shares of the new common stock.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News.  The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-


COOPER-STANDARD: Wants Removal Period Extended to June 1
--------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors ask the
U.S. Bankruptcy Court for the District of Delaware to give them
until June 1, 2010, to file notices of removal of civil actions
pending as of their bankruptcy filing.

The deadline for the Debtors to file the notices expired on
March 2, 2010.

"The determination as to whether to seek to remove any particular
claim or action requires the evaluation of a number of legal and
factual issues," says the Debtors' attorney, Drew Sloan, Esq., at
Richards Layton & Finger P.A., in Wilmington, Delaware.

"While the Debtors have been evaluating these issues, [they]
require additional time to analyze the pending claims and actions
in order to make appropriate determinations concerning removal,"
Mr. Sloan says in court papers.

The Debtors are involved in eight civil actions as of August 3,
2009.

The Court will hold a hearing on March 18, 2010, to consider
approval of the proposed extension.  Deadline for filing
objections is March 11, 2010.  Pursuant to Del.Bankr.LR 9006-2,
the deadline for Debtors to remove actions is automatically
extended until the conclusion of that hearing.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News.  The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-


COREL CORP: S&P Affirms 'B-' Long-Term Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it removed all the ratings
on Ottawa-based packaged software provider Corel Corp. from
CreditWatch where they had been placed with negative implications
on Oct. 30, 2009.  At the same time, S&P affirmed its 'B-' long-
term corporate credit rating on the company.  The outlook is
stable.

S&P also affirmed its 'B-' issue-level rating on Corel's
US$235 million senior secured bank facilities, of which about
US$105 million was outstanding on Nov. 30, 2009.  The '3' recovery
rating on the bank facilities is unchanged, reflecting its opinion
as to an expectation of meaningful (50%-70%) recovery in the event
of default.

At Nov. 30, 2009, the company had about US$105 million of reported
debt outstanding.

"These rating actions reflect S&P's assessment that the company's
operating performance should stabilize in the next 12 months,"
said Standard & Poor's credit analyst Madhav Hari.  "Specifically,
S&P expects revenue declines to moderate in the next few quarters
given an improving global economy, and meaningful product
refreshes by the company," Mr. Hari added.

Standard & Poor's also expects Corel's profit margins to improve
modestly from ongoing cost cutting and a more favorable revenue
mix.  Nevertheless, S&P is concerned about the company ability to
meaningfully improve its revenue trajectory in the future given
its relatively mature product portfolio and substantially lowered
research and development investment in the past two years.  S&P
also note that Corel's financial flexibility will remain
constrained in the near term given tight debt leverage headroom,
declining cash balances, and reduced levels of internal cash
generation compared with previous years.  Finally, the ratings
also reflect S&P's long-term concerns that Corel will pursue debt-
financed acquisitions that, combined with potentially meaningful
shareholder distributions, could ultimately lead to increased debt
leverage and weaker credit metrics.

The ratings on Corel reflect what S&P view as the company's
"vulnerable" business risk profile reflecting its weak market
position within the highly competitive packaged software industry;
weak pricing power; the short life span of such products in
general; and, more recently, the impact of the global recession on
its revenue growth.  The ratings also reflect what Standard &
Poor's considers a "highly leveraged" financial risk profile
primarily owing to what S&P see as an aggressive financial policy
given the company's weak financial flexibility, its strategy to
continue seeking additional debt-financed acquisitions, and 100%
ownership by private equity sponsor, Vector Capital.  S&P believes
these factors are mitigated by Corel's brand recognition as a
viable alternative to globally dominant packaged software
offerings; its sizable and diverse installed customer base;
improving product, geographic, and distribution diversification
from acquisitions in recent years; good relationships with large
PC original equipment manufacturers; and still-healthy adjusted
debt-to-EBITDA and cash flow protection metrics for the ratings.

Corel is a developer of graphics, productivity, and digital media
packaged software with more than 100 million active users in 75
countries.

The stable outlook reflects S&P's expectations that Corel's EBITDA
will stabilize in fiscal 2010, and that potential near-term
financial covenant violations will be cured by its equity
sponsors.  The ratings are supported by S&P's view that, in the
near term at least, the company will generate meaningful
discretionary cash flow from its mature portfolio of productivity,
graphics, and digital media products and that its adjusted debt-
to-EBITDA and cash flow protection measures will remain
conservative for the ratings.  It is less likely that S&P would
consider revising the outlook to positive or upgrading the company
in the near term given S&P's concerns about Corel's financial
flexibility, its medium-term growth prospects from existing
operations, and the prospect of higher debt leverage in the medium
term.  Should revenue decline by 10% or profit margins weaken from
fiscal 2009 levels because of difficult market conditions,
competitive forces, pricing pressures, or shifting customer
purchasing behavior, S&P could revise the outlook to negative or
downgrade the company.


CRYOPORT INC: Warrants Began Trading at OTCBB on March 3
--------------------------------------------------------
CryoPort, Inc. said the warrants attached to its recently
completed Public Offering commenced trading on March 3, 2010, on
the OTCBB under the ticker symbol CYPTW.

Each warrant is exercisable into one share of CryoPort common
stock at a price of $3.30 per share.  Approximately 1,666,667
warrants were issued as part of recently completed Public
Offering.  A full-text copy of the Company's prospectus is
available at no charge at http://ResearchArchives.com/t/s?581b

On February 25, CryoPort said it would issue in a public offering
units consisting of 1,666,667 shares of CYRX common stock and
1,666,667 warrants to purchase one share of common stock at an
exercise price of $3.30, for gross proceeds of $5,000,001 and net
proceeds of $4,237,850.  Each unit consisting of one share,
together with one warrant to purchase one share, was priced at
$3.00.

The Company also granted a 45-day option to the representative of
the underwriters to purchase up to an additional 250,000 units of
common stock and warrants to cover over-allotments, if any.

CryoPort on February 19, 2010, entered into an Amended and
Restated Amendment Agreements with Enable Growth Partners LP,
Enable Opportunity Partners LP, Pierce Diversified Strategy Master
Fund LLC, Ena, and BridgePointe Master Fund Ltd., who are the
Holders of the Company's outstanding Original Issue Discount 8%
Senior Secured Convertible Debentures dated September 27, 2007 and
Original Issue Discount 8% Secured Convertible Debentures dated
May 30, 2008, and associated warrants to purchase common stock.

CryoPort said the February 2010 Amendment amended and restated the
amendment agreements that the Company and Holders entered into on
January 12, 2010 and February 1, 2010.  On February 23, 2010, the
Company and Holders entered into an additional amendment to modify
the February 2010 Amendment.

Pursuant to the February 2010 Amendment, the Holders confirmed
their prior agreement to defer until March 1, 2010, the Company's
obligation to make the January 1, 2010 and February 1, 2010
debenture amortization payments -- each in the aggregate amount of
$200,000) and their consent to the Company's recent 10-to-1
reverse stock split.  In addition, subject to the Company
consummating a public offering of units -- each unit consisting of
one share of common stock and one warrant to purchase one share of
common stock -- for gross proceeds of not less than $5,000,000 at
a per unit price of not less than $3.00 per unit, the Holders have
consented and agreed, among other items, to:

   -- each will convert $1,357,215 in principal amount of the
      outstanding principal balance of such holder's debenture in
      exchange for a number of shares of common stock determined
      by dividing such principal amount by the unit offering price
      for the public offering;

   -- with respect to the remaining outstanding balance of the
      debentures after conversion, the Company would not be
      obligated to make any principal or interest payments until
      March 1, 2011, at which time the Company would be obligated
      to start making monthly principal and interest payments of
      $200,000 for a period of 17 months with a final balloon
      payment due on August 1, 2012.   In addition, the future
      interest that would accrue on the outstanding principal
      balance from July 1, 2010 (the date to which accrued
      interest was previously added to principal) to March 1, 2011
      will be added to the current principal balance of the
      debentures;

   -- the conversion price of the remaining outstanding balance of
      each Debenture will be equal to the lesser of the current
      conversion price of $4.50 or the unit offering price;

   -- the exercise price of the Warrants currently held by the
      Holders will be equal to the lesser of the current exercise
      price of $4.50 per share or the exercise price of the
      warrants included as part of the units sold in this offering
      and the exercise period shall be extended to January 1,
      2015;

   -- the termination of certain anti-dilution provisions
      contained in the Debentures and Warrants held by the Holders
      and their right to maintain a fully-diluted ownership of the
      Company's common stock equal to 34.5%;

   -- the termination of certain financial covenants; and

   -- each will execute a lock-up agreement covering a period of
      180 days from the effective date of the registration
      statement; provided, however, that in the event that on any
      trading day during the lock-up period the trading price of
      the Company's common stock exceeds 200% of the offering
      price of the units, then each Holder may sell at sales
      prices equal to or greater than 200% of such unit offering
      price a number of shares of common stock on that trading day
      equal to up to 10% of the aggregate trading volume of the
      Company's common stock on the primary market on which it is
      trading on such Open Trading Day, and (ii) in the event on
      any trading day during the lock-up period the trading price
      of the Company's common stock exceeds 300% of the unit
      offering price, each Holder may sell at sales prices equal
      to or greater than 300% of such unit offering price an
      unlimited number of shares of common stock on such Open
      Trading Day.  Sales under the foregoing clause (ii) on any
      particular Open Trading Day shall not be aggregated with
      sales under the foregoing clause (i) on the same Open
      Trading Day for purposes of calculating the 10% limitation
      under clause (i).

In the event that the Company does not consummate this offering at
a price of $3.00 per unit for minimum gross proceeds of $5,000,000
by March 15, 2010, then the provisions shall be null and void
(provided, however, the exercise period for the warrant shall
remain extended to January 1, 2015).

                       Going Concern Doubt

The Company has not generated significant revenues from operations
and has no assurance of any future revenues.  The Company
generated revenues from operations of $35,124, incurred a net loss
of $16,705,151 and used cash of $2,586,470 in its operating
activities during the year ended March 31, 2009.  The Company
generated revenues from operations of $42,888, had net loss of
$5,085,376, and used cash of $1,941,693 in its operating
activities during the nine months ended December 31, 2009.  In
addition, the Company had a working capital deficit of
$19,197,473, and had cash and cash equivalents of $647,308 at
December 31, 2009.  The Company's working capital deficit at
December 31, 2009, included $13,740,633 of derivative liabilities,
the balance of which represented the fair value of warrants and
embedded conversion features related to the Company's convertible
debentures which were reclassified from equity during the nine
months ended December 31, 2009.  Currently management has
projected that cash on hand, including cash borrowed under the
convertible debentures issued in the first, second, and third
quarter of fiscal 2010, will be sufficient to allow the Company to
continue its operations only into the fourth quarter of fiscal
2010.  "These matters raise substantial doubt about the Company's
ability to continue as a going concern."

At December 31, 2009, the Company's consolidated balance sheets
showed $1,964,134 in total assets and $21,585,470 in total
liabilities, resulting in a $19,621,336 shareholders' deficit.
The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $895,205 in total current
assets available to pay $20,092,678 in total current liabilities.

                       About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- is a provider of an
innovative cold chain frozen shipping system dedicated to
providing superior, affordable cryogenic shipping solutions that
ensure the safety, status and temperature of high value,
temperature sensitive materials.  The Company has developed a line
of cost-effective reusable cryogenic transport containers
(referred to as a "shipper") capable of transporting biological,
environmental and other temperature sensitive materials at
temperatures below 0 degrees Celsius.


DANNY'S FAMILY: Lawsuits Spur Chapter 11 Filing
-----------------------------------------------
Danny's Family Companies, LLC, together with at least 10
affiliates, filed for Chapter 11 on March 4, 2010 (Bankr. D. Ariz.
Case No. 10-05792).

The Arizona Republic reports that four creditors have filed
lawsuits against Valley car-wash mogul, restaurateur and developer
Daniel "Danny" Hendon, his business partners and their various
companies, claiming a total debt of more than $50 million.

According to the report, Dennis Naughton, attorney for Danny's
Family Companies LLC, said the rapid-fire legal action is part of
a domino effect that started after one lender, Milwaukee-based M&I
Marshall & Ilsley Bank, filed a Maricopa County Superior Court
complaint in early February, claiming non-payment on a $13.8
million business loan.

The second, larger lawsuit, filed this March by Dallas-based
Comerica Bank, contends Hendon and 19 of his companies defaulted
on a $40 million loan, with an outstanding balance of $24.7
million.

Two additional lawsuits were filed in February in connection with
Hendon's development efforts in the Glendale Sports and
Entertainment District with business partner Robert Banovac.

According to Arizona Republic, the bankruptcy stems from the M&I
lawsuit, the first of two recent complaints asking the court for
emergency action to restrict the defendants from using any
existing cash or collateral assets.

Chapter 11 is typically used to reorganize a business.  A stay of
creditor actions automatically goes into effect when the
bankruptcy petition is filed.  The automatic stay provides a
period of time in which all judgments, collection activities,
foreclosures, and repossessions of property are suspended and may
not be pursued by the creditors on any debt or claim that arose
before the filing of the bankruptcy petition.

The automatic stay does not cover Mr. Hendon, who has not filed
for bankruptcy.


EASTERN HARBOR REAL: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Eastern Harbor Real Estate Trust
          aka Eastern Harbour Real Estate Trust
        1180 Chersonese Round
        Mount Pleasant, SC 29464

Bankruptcy Case No.: 10-01688

Chapter 11 Petition Date: March 9, 2010

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: Chief Judge John E. Waites

Debtor's Counsel: Richard A. Steadman, Jr., Esq.
                  Steadman Law Firm PA
                  PO Box 60367
                  North Charleston, SC 29419
                  Tel: (843) 529-1100
                  Email: bankruptcyslf@steadmanlawfirm.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

According to the schedules, the Company has assets of $6,430,000,
and total debts of $5,635,290.

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Thomas F. True, trustee of the Company.


EL PASO: Moody's Affirms 'B3' Rating on Mortgage Revenue Bonds
--------------------------------------------------------------
Moody's Investors Service has affirmed the B3 rating on $4,850,000
of outstanding El Paso Housing Finance Corporation, Multifamily
Mortgage Revenue Bonds (Las Lomas Apartments) Series 1999A.  The
outlook on the bonds remains stable.  The rating affirmation is
based on improving debt service coverage levels and stabilized
performance of Las Lomas Apartments, which are offset by a reduced
Debt Service Reserve Fund.

                          Legal Security

The bonds are secured by a pledge of all project revenues and
funds held pursuant to the program.  The Series 1999A bonds have a
first lien on all program funds and are paid first in the monthly
flow of funds.  Excess funds can only be released if a 1.45x debt
service coverage ratio is met for the Series 1999A bonds and 1.15x
for the unrated Series 1999C (subordinated) bonds.  Payment of
senior bond principal and interest is given priority in the flow
of funds and is senior to the payment of the Series 1999C bonds.
The Series 1999C bonds are not rated by Moody's.

                            Strengths

* Audited financial statements for 2008 indicate the debt service
  coverage ratio fell to 1.24x on the senior bonds from 1.33x in
  2007.  Year-to-year coverage ratio volatility is to be
  expected in this sector, and the 2008 coverage ratio is above
  Moody's benchmark for the B3 rating level.

* Capital contributions made to the Replacement Reserve Fund
  during 2008 have rebuilt the reserve to approximately $260 per
  unit, which is in line with Moody's methodology for the
  multifamily housing sector.

* The use of Debt Service Reserve Fund moneys to fund capital
  improvements appears to have helped the property's operating
  performance.  In November 2006, the owner of the property and
  the beneficial owner of the Series 1999A bonds agreed to use up
  to $300,000 of the Debt Service Reserve Fund to repair and
  improve the physical condition of the property.  Given the
  improvement in debt service coverage levels and the property's
  occupancy relative to the El Paso multifamily real estate
  market, these capital repairs are likely to have improved the
  creditworthiness of the property, at least in the near term.

                           Challenges

* The Debt Service Reserve Fund is funded and sized in an amount
  well below the requirement of the original Indenture, and in an
  amount which Moody's believes will not adequately insulate
  bondholders from operating risks.

* Risks inherent in the affordable multifamily housing sector.
  Moody's considers this housing sector particularly volatile due
  to market forces that determine occupancy rates, operating
  expenses and other determinants of bondholder security.

                             Outlook

The outlook on the bonds has been affirmed at stable.  The outlook
reflects the improving occupancy of the property and debt service
coverage on the bonds.  Despite the improved operating performance
of the property over the past three fiscal years, Moody's believes
that the current Debt Service Reserve Fund for the Series 1999A
bonds poses significant credit risk to bondholders.  The fund
requirement was reduced from annual debt service to approximately
25% of annual debt service pursuant to an amendment to the Bond
Indenture, thereby increasing bondholders' exposure to an
inherently volatile sector.

                What could change the rating -- UP

* Revising the Debt Service Reserve Fund Requirement to an amount
  equal to the annual debt service on the Series 1999A bonds

* Replenishing the Senior Debt Service Reserve Fund

               What could change the rating -- DOWN

* Further taps on the Senior Debt Service Reserve Fund
* Decline in debt service coverage

The last rating action for this program was taken on February 16,
2009, when the rating and outlook on the bonds was affirmed at
stable.


ERICKSON RETIREMENT: To Pay $750,000 in Severance to Ex-Workers
---------------------------------------------------------------
Erickson Retirement Communities LLC will seek Court approval to
pay $750,000 of $1.8 million in severance payments owed to former
employees, Jay Hancock of Baltimore Sun's Business Blog said,
according to reports heard by former employees.

Ex-employees owed less than $10,950 in severance would get
everything previously pledged by ERC, the article noted.  Former
employees who are owed more than $10,950 in severance would only
get $10,950 as they were told in a conference call held March 3,
2010, Mr. Hancock notes.

Employees were told that checks could be sent as soon as late
April 2010, the report stated.

"We hope to resolve this matter as promptly as the court process
allows," Erickson spokesman Mel Tansill was quoted as saying.

                      About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Erickson Retirement Communities LLC and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


EVERYDAY LOGISTICS: Taps Backenroth Frankel as Bankr. Counsel
-------------------------------------------------------------
Everyday Logistics LLC has sought permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Backenroth Frankel & Krinsky, LLP, as bankruptcy counsel.

BFK will:

     (a) provide the Debtor with legal counsel with respect to
         its powers and duties as a debtor-in-possession in the
         continued operation of its business and management of its
         property during the Chapter 11 case;

     (b) prepare on behalf of the Debtor necessary applications,
         answers, orders, reports, and other legal documents which
         may be required in connection with the Chapter 11 case;

     (c) provide the Debtor with legal services with respect to
         formulating and negotiating a plan of reorganization with
         creditors; and

     (d) perform other legal services for the Debtor as may be
         required during the course of the Chapter 11 case,
         including but not limited to, the institution of actions
         against third parties, objections to claims, and the
         defense of actions which may be brought by third parties
         against the Debtor.

Mark A. Frankel, a member at BFK, says that the firm will be paid
based on the hourly rates of its personnel:

         Abraham J. Backenroth          $495
         Mark A. Frankel                $435
         Scott A. Krinsky               $395
         Paralegal Time                 $125

Mr. Frankel assures the Court that BFK is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Monsey, New York-based Everyday Logistics LLC filed for Chapter 11
bankruptcy protection on January 7, 2010 (Bankr. S.D.N.Y. Case No.
10-22026).  The Company listed $1,000,001 to $10,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


FAIRFIELD RESIDENTIAL: Committee Now Supporting Plan
----------------------------------------------------
Fairfield Residential LLC filed with the U.S. Bankruptcy Court for
the District of Delaware an amended explanatory Disclosure
Statement and Plan of Reorganization.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

The Official Committee of Unsecured Creditors is now supporting
the Plan.  The Plan projects a 9.3% recovery for unsecured
creditors owed an aggregate of $717.8 million.  Secured creditors
Wachovia Finance Co., owed $18.2 million and Capmark Financial,
owed $79.5 million are recovering 40.6% and 100%, respectively.

The Plan contemplates and is predicated upon transfer of the
Liquidating Assets and certain of the Debtors' liabilities,
including Claims, into the Fairfield Trust.  Newco will be formed
on or before the Effective Date by the New Money Investors and
Management as a new entity, which will purchase and subsequently
hold, directly or indirectly, all of the Reorganized Fairfield
Assets.  Fairfield will receive 10% of the membership interests.

New Money Investors will invest up to the aggregate of
$119.5 million in NewCo in this manner: (i) the New Money
Investors will initially invest $19.5 million in Newco on the
Effective Date (which includes the amount necessary to make the
Closing Payment); (ii) the New Money Investors will make a
subsequent investment in Newco of $50 million; and (iii) the New
Money Investors will commit to co-invest $50 million in
acquisitions of multi-family residential real estate projects by
Newco.

The New Money Investors are comprised of Och-Ziff Real Estate
Acquisitions LP, and California State Teachers' Retirement System.

At the same time that the New Money Investors make their initial
$19.5 million investment, Management will make an investment of
$1.5 million.  Current members of management involved in the
transaction are Chris Hashioka, Greg Pinkalla, Ted Bradford, Jim
Hribar, Perry Raptis and Don Byerly.

The transaction with the New Money Investors is subject to higher
and better offers.

The Debtors and the Official Committee of Unsecured Creditors have
agreed that, in the event that (a) prior to December 31, 2010,
Fairfield consummates an Alternative Transaction (New Money
Investors are outbid at the auction) and (b) OZ and CalSTRS have
not otherwise breached their obligations under the Plan or the New
Money Definitive Documents, or otherwise terminated in violation
of the terms thereof the New Money Definitive Documents, then OZ
and CalSTRS will have the right to seek:

   i) the payment of $2.0 million to OZ; and

  ii) the reimbursement of actual and documented expenses incurred
      by OZ and CalSTRS in connection with or relating to the
      negotiation of the New Money Investment in an aggregate
      amount that does not exceed $500,000.

In the event that (x) the New Money Investment is not consummated
prior to December 31, 2010, and (y) OZ and CalSTRS have not
otherwise breached their obligations under this Plan or the New
Money Definitive Documents, or otherwise terminated in violation
of the terms thereof the New Money Definitive Documents, then OZ
and CalSTRS will have the rights to seek the reimbursement of
their reasonable actual and documented expenses incurred in
connection with or relating to the negotiation of the New Money
Investment.

The amounts will be paid contemporaneously with the consummation
of an Alternative Transaction or upon the effective date under a
confirmed plan of reorganization or liquidation other than the
Plan.

The New Money Investors will provide an aggregate commitment of
$50 million for investment in multifamily acquisitions; provided
that each such acquisition must be acceptable to the New Money
Investors.  Any investment will dilute the other holders of
membership interests, except for management.

For a period commencing on the effective date and ending upon the
earlier of (i) December 31, 2010, or (ii) the date on which
certificates of occupancy have been issued for those joint venture
projects amounting to more than 90% of the aggregate number of
units under construction on December 31, 2009.

A full-text copy of the amended Disclosure Statement is available
for free at:

    http://bankrupt.com/misc/FairfieldResidential_AmendedDS.pdf

A full-text copy of the amended Plan is available for free
at http://bankrupt.com/misc/FairfieldResidential_AmendedPlan.pdf

                  About Fairfield Residential

San Diego, California-based Fairfield Residential LLC is a fully
integrated multifamily housing company that through its various
subsidiaries provides a diverse mix of services to a wide range of
investors, joint venture partners and clients.  FFR either
directly or indirectly acts as a general partner or managing
member of, and owns varying stakes in, a number of project level
operating companies.

The Company and its affiliates -- FF Development, Inc., et al. --
filed for Chapter 11 bankruptcy protection on December 13, 2009
(Bankr. D. Delaware Case No. 09-14378).  Daniel J. DeFranceschi,
Esq.; Lee E. Kaufman, Esq.; Paul Noble Heath, Esq.; and Travis A.
McRoberts, Esq., at Richards, Layton & Finger, P.A., assist the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors is represented by Brett H. Miller, Esq.,
Stefan W. Engelhardt, Esq., and Melissa A. Hager, Esq., at
Morrison & Foerster LLP; and William E. Chipman Jr., Esq., Kerri
K. Mumford, Esq., and Kimberly A. Brown, Esq., at Landis Rath &
Cobb LLP.  Fairfield Residential listed $100,000,001 to
$500,000,000 in assets and more than $1,000,000,000 in
liabilities.  Dow Jones says Fairfield listed assets worth
$958 million and liabilities of nearly $835 million.


FLYING J: Class Plaintiff Asks for Change in Sale to Pilot
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that a class-action
plaintiff is asking the Bankruptcy Court to revise an order
entered in January authorizing the sale of most of the retail
business to Pilot Travel Centers LLC in a $1.2 billion
transaction.

According to the report, the plaintiff, which is a member of the
Official Committee of Unsecured Creditors, contends that the
January order improperly contained a provision cutting off claims
against Flying J for selling so-called hot fuel.  Although the
claims are barred by the order against Flying J, Pilot assumed
liability for the class suits, the Bloomberg report said.

The Bloomberg report adds that in the 25 class suits against
Flying J and other refiners, the plaintiff says the claims against
Flying J total $300 million.  He wants the bankruptcy court to
revise the terms of sale so the class plaintiffs can make claims
against Fling J as well as Pilot.

The issue is scheduled for hearing in bankruptcy court in
Delaware on March 18.

Hot fuel refers to petroleum products that are at a temperature of
more than 60 degrees Fahrenheit at the time of sale.  Because
petroleum expands at higher temperatures, buyers receive less fuel
when the temperature is high.  The class plaintiff says prices are
adjusted to reflect temperature.

Flying J and its debtor-affiliates have already filed a proposed
Chapter 11 Plan of Reorganization.  The Debtors will begin
soliciting votes on the Plan following approval of the adequacy of
the information in the explanatory Disclosure
Statement.

                            About Flying J

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is among the 20 largest private companies in America, with 2007
sales exceeding $16 billion.  The fully integrated oil company
employs approximately 14,700 people in the U.S. and Canada through
its interstate operations, transportation, refining and supply,
exploration and production, as well as its financial services and
communications, divisions.

Flying J and six of its affiliates filed for bankruptcy on
December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384).  Flying
J sought Chapter 11 protections after a precipitous drop in oil
prices and disruption in the credit markets brought to bear
significant short-term pressure on the company's liquidity
position.

Attorneys at Kirkland & Ellis LLP represent the Debtors as
counsel.  Young, Conaway, Stargatt & Taylor LLP is the Debtors'
Delaware Counsel.  Blackstone Advisory Services L.P. is the
Debtors' investment banker and financial advisor.  Epiq Bankruptcy
Solutions LLC is the Debtors' notice, claims and balloting agent.
In its formal schedules submitted to the Bankruptcy Court, Flying
J listed assets of $1,433,724,226 and debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


GENERAL GROWTH: U.S. Trustee Opposes UBS Fees
---------------------------------------------
In separate filings, the Official Committee of Unsecured Creditors
and Diana G. Adams, the U.S. Trustee for Region 2, asked the
Bankruptcy Court to deny approval of General Growth Properties'
proposed employment of UBS Securities LLC as their capital markets
and merger and acquisition or "M&A" advisor.

The Creditors' Committee complained that the Debtors seek
unprecedented relief -- authority to employ a second full service
investment bank, UBS, and to pay it a completion fee of not less
than $17.5 million.

Among others, the Creditors' Committee and the U.S. Trustee object
to the Debtors' Application because:

  * the services of UBS proposes to provide are duplicative of
    the services contemplated in the Debtors' engagement of
    Miller Buckfire & Co., LLC, which cost the Debtors' estates
    about $30 million;

  * the Debtors do not need to employ UBS and incur the related
    fees since they already have financing and acquisition
    candidates available to them that will provide all creditors
    a full recovery and a meaningful recovery to equity holders,
    including the proposal from Simon Property Group, Inc.,
    which proposes to pay all creditors in full in cash and
    provides a substantial distribution to equity holders;

  * UBS' proposed fees arrangement is unreasonable and, when
    looked at together with Miller Buckfire's fees, the Debtors'
    estates would be liable for $50 million in fees, which
    amount represent the "highest guaranteed financial
    advisor/investment banking fee ever approved in a Chapter 11
    case;"

  * UBS' proposed fee arrangement is not tied to the value UBS
    ultimately provides to the Debtors' estates but rather is
    inappropriately linked to the ultimate recovery of equity
    holders.  As a result, UBS is incentivized to (a) "swing for
    the fences" regardless of corresponding risk to unsecured
    creditors' recoveries and (b) support an inflated enterprise
    value in a plan of reorganization which, to the extent the
    plan of reorganization provides for the conversion of
    unsecured creditors into equity of the reorganized Debtors,
    would deny unsecured creditors true payment in full;

  * UBS is not a "disinterested person" as required by Section
    327 of the Bankruptcy Code because it is a shareholder, a
    creditor and is the administrative agent of the Debtors' DIP
    lending syndicate; and

  * UBS and its non-retained affiliates have failed to comply
    with the disclosure requirements of Rule 2014 of the Federal
    Rules of Bankruptcy Procedure.

                     Debtors Talk Back

The size and complexity of the Debtors' Chapter 11 cases, GGP's
aim of consummating a reorganization plan for GGP, GGP Limited
Partnership, GGPLP LLC, The Rouse Company LP, and other parent
holding companies collectively known as TopCo expeditiously, and
the interest demonstrated by eager investors, necessitates that
they be authorized to engage advisors that have the ability,
experience and expertise to coordinate with Miller Buckfire in a
simultaneous equity capital raise, which includes accessing non-
traditional sources of capital, and a financing or M&A transaction
process of unprecedented scope, counsel to the Debtors, Marcia L.
Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, points
out.

Contrary to what is asserted in the Objections, UBS' services will
complement, not duplicate, those services of Miller Buckfire, Ms.
Goldstein argues.  UBS' unique, first-hand access to REIT
investors, which only became a viable avenue for emergence
capital, makes the firm a critical partner for GGP and Miller
Buckfire in conducting the capital raise process and creating
value enhancing prospects for all of GGP's stakeholders, she
contends.   She insists that UBS' fee structure is designed to
ensure that the firm remains impartial with respect to a
prospective restructuring transaction.  Furthermore, UBS made
every effort -- even ones that can only be characterized as "belts
and suspenders" -- to allay any allegations of a lack of
"disinterestedness," she assures the Court.

Thus, the Debtors ask the Court to approve the Application.

In support of the Debtors' Application, the Official Committee of
Equity Security Holders tells the Court that employing a different
investment banker with UBS' unique skills and contacts in global
real estate financing would set the M&A process back and would
delay implementing an efficient M&A process.

Moreover, Steven D. Smith, a managing director, the Global Head of
Leverage Finance and the Global Head for UBS, informs the Court
that on February 1, 2010, UBS provided a 30-day notice of its
resignation as administrative agent under the Debtors' DIP Credit
Agreement.  He further notes that UBS sold its holdings of
$7.5 million of the indebtedness under the DIP Credit Agreement on
October 26, 2009.  Similarly, he relates that UBS sold its shares
of GGP common stock on February 12, 2010, and holds only customer
facilitation shares.  He states that UBS entered into new total
return swap contracts relating to shares of GGP common stock.  He
says that the new total return swap contracts reflect the total
return swap contracts, thus offsetting UBS' existing obligations
under the total return swap contracts.   UBS is economically
neutral with respect to any movement in the notional price of GGP
common stock.

                      Court Approves Application

GGP obtained Bankruptcy Court permission to employ UBS as its M&A
Advisor during a March 3, 2010 hearing, Bloomberg News reports.
The Court will convene another hearing scheduled for March 18,
2010, to consider UBS' requested fees, Bloomberg notes.

A formal order is yet to be entered by the Court.

                    About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: Wants to Enforce Stay on Young Lawsuit
------------------------------------------------------
General Growth Properties, Inc., and its debtor affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York to
enforce the automatic stay with respect to a derivative and
putative class action lawsuit filed by James Young, a shareholder
of the Debtors, in the Circuit Court of Cook County, Illinois, on
February 19, 2010.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that Mr. Young filed the Derivative Complaint
against seven of GGP's directors, and against GGP, as a nominal
defendant, after Simon Properties Group, Inc. announced that it
had expressed interest in purchasing GGP.  The crux of the lawsuit
is the completely false allegation that the defendant board
members breached their fiduciary duties when they "rejected"
Simon's overture "out of hand," Mr. Strochak points out.  By the
Derivative Complaint, Mr. Young seeks a judicial order determining
whether the Debtors' directors have acted consistent with their
fiduciary duties to the corporation and to shareholders in
deciding what transaction, if any, the company should pursue in
exiting the Chapter 11 process, requiring the directors to enter
into a sale transaction.

As the Bankruptcy Court is aware, the Debtors have not rejected
any transaction "out of hand" but rather are pursuing an extension
of exclusivity to allow a plan investment process to take place,
Mr. Strochak points out.  On February 24, 2010, the Debtors
announced a $2.625 billion proposed equity investment by
Brookfield Asset Management, Inc. valuing GGP equity interests at
a plan value of $15 per share.  It is thus for the Bankruptcy
Court, not the Circuit Court, to determine if the proposed
transaction, once it is properly before the Bankruptcy Court,
meets the requirements of the Bankruptcy Code and whether the
Debtors have acted in good faith in proposing it, Mr. Strochak
points out.

Mr. Strochak contends that the filing of the Derivative Complaint
is a knowing and willful violation of the automatic stay under
Section 362(a)(3) of the Bankruptcy Code, which provides that the
automatic stay bars any act to obtain possession of property of
the estate or of property from the estate or to exercise control
over property of the estate.  The Derivative Complaint asks a
state court judge to "direct" the defendants to "obtain a
transaction," he emphasizes.  Similarly, the Derivative Complaint
is void ab initio because it was filed in violation of the
automatic stay.

The Debtors further ask the Bankruptcy Court to hold Mr. Young and
his counsel in contempt of court for knowingly and willfully
violating the automatic stay and require as a sanction that Mr.
Young and his counsel reimburse the estate for all attorneys' fees
and expenses the Debtors incur in responding to the Derivative
Complaint and in bringing this Motion to Enforce.

                    About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: Wants to Expand PwC Work
----------------------------------------
General Growth Properties Inc. and its units seek the Court's
authority to expand PricewaterhouseCoopers LLP's employment as
their tax service provider.

General Growth Properties, Inc. Vice President and Deputy General
Counsel Linda J. Wight relates that the Debtors and PwC entered
into an engagement letter dated January 13, 2010.  The services to
be performed by PwC to the Debtors pursuant to the Engagement
Letter are:

  (a) PwC will prepare and sign as preparer the information
      returns for the Debtors' real estate interests in Brazil
      and Turkey for the tax year ending December 31, 2009;

  (b) PwC will prepare and sign as preparer the U.S. Partnership
      Income Tax Return (Form 1065) for the tax year ending
      December 31, 2009, and the required state partnership
      income tax returns for that period; and

  (c) PwC, at the request of the Debtors, also may render
      additional related support deemed appropriate and
      necessary to the benefit of the Debtors' estate,
      including recurring tax consulting services and matters
      involving tax authorities.

Ms. Wight explains that the Services are substantially identical
to the services already being provided to the Debtors with respect
to the prior year, just for the new tax calendar year.  The
Services and Incremental Services that PwC provides to the Debtors
are necessary to enable the Debtors to satisfy their tax
regulatory obligations.

The Debtors seek that PwC's employment be made effective nunc pro
tunc to February 1, 2010, to allow PwC to be paid for work
performed on behalf of the Debtors on or after February 1, 2010,
but prior to February 25, 2010.

PwC intends to charge the Debtors for the Tax Return Services for
Brazil and Turkey in these estimated fees:

     Services Provided            Estimated Fees
     -----------------            --------------
     Brazil Tax Services                 $79,000
     Turkey Tax Services                  17,000
                                  --------------
     Total International                 $96,000
      Compliance Fees
                                  ==============

PwC will charge the Debtors for preparation of U.S. Partnership
Income Tax Returns in these estimated fees:

     Services Provided            Estimated Fees
     -----------------            --------------
     Price James Company                  $3,625
     Provo Mall Development Company        8,150
     Spokane Mall Development Company      8,150
     Price Development Company
      & remaining entities                41,050
                                  --------------
     Total Partnership Return Fees       $60,975
                                  ==============

In the event additional fees are required as a result of the
Debtors' failure to meet any of the requests contained in the
Engagement Letter, PwC will promptly inform the Debtors.

For any Incremental Services as may be necessary and pursuant to
the Engagement Letter, PwC will bill the Debtors based on its
professional customary hourly rates:

    Professional                  Rate per Hour
    ------------                  -------------
    Partner                            $595
    Director                           $375
    Manager                            $280
    Senior                             $195
    Staff                              $140

The Debtors will reimburse PwC for expenses incurred.

James Hickey, a partner at PwC, maintains that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                    About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: Creditors Committee Members Down to 9
-----------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, under
Sections 1102(a) and (b) of the Bankruptcy Code, appointed as of
March 5, 2010, nine unsecured creditors who are willing to serve
on the Official Committee of Unsecured Creditors of General Motors
Corporation, and its debtor affiliates:

(1) Wilmington Trust Company
     Rodney Square North
     1100 North Market Street
     Wilmington, Delaware 19890
     Attention: James J. McGinley
     Telephone: (302) 636-6019
     Fax: (302) 636-4140

(2) Law Debenture Trust Company of New York
     400 Madison Avenue, 4th Floor
     New York, NY 10017
     Attention: Robert Bice, Senior Vice President
     Telephone: (646) 747-1254
     Fax: (212) 750-1361

(3) The Industrial Division of Communications
     Workers of America, AFL-CIO
     2701 Dayton Road
     Dayton, Ohio 45439
     Attention: James Clark, President, IUE-CWA
     Telephone: (937) 298-9984
     Fax: (937) 298-6338

(4) International Union UAW
     8000 East Jefferson Avenue
     Detroit, Michigan 48214
     Attention: Niraj R. Ganatra, Associate General Counsel
     Telephone: (313) 926-5216
     Fax: (313) 926-6240

(5) United Steelworkers
     Five Gateway Center, Room 807
     Pittsburgh, Pennsylvania 15222
     Attention: David R. Jury, Associate General Counsel
     Telephone: (412) 562-2545
     Fax: (412) 562-2429

(6) Inteva Products, LLC
     1401 Crooks Road
     Troy, Michigan 48084
     Attention: Lance Lis, General Counsel
     Telephone: (248) 655-8900
     Fax: (866) 741-1744

(7) Serra Chevrolet of Birmingham, Inc.
     Post Office Box 59120
     Birmingham, Alabama 35259
     Attention: Quentin Brown, Vice President/General Counsel
     Telephone: (205) 706-5359
     Fax: (205) 212-3901

(8) Genoveva Bermudez
     c/o Cohen & Associates
     8710 E. Vista Bonita Drive
     Scottsdale, Arizona 85255
     Attention: Larry E. Cohen, Esq.
     Telephone: (480) 515-4745

(9) Kevin Schoenl
     99 Maretta Road
     Rochester, New York 14624
     Telephone: (215) 751-2050
     Dated: New York, New York

The Debtors' Creditors' Committee originally consisted of 10
members.   Mark Butitta is no longer part of the panel as of
March 5, 2010.  Mr. Butitta is a member of the three-member
asbestos panel in the Debtors' case.

                        About General Motors

General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908.  With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries.  GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling.  GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany.  GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.

GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code.  Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.

At September 30, 2009, GM had US$107.45 billion in total assets
against US$135.60 billion in total liabilities.

                    About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: Names S. Girsky as Vice Chair for Corp. Strategy
----------------------------------------------------------------
General Motors Company announced that Stephen J. Girsky has been
appointed GM vice chairman, corporate strategy and business
development.  Mr. Girsky, 47, will continue to serve on the
General Motors board of directors, a position he has held since
July 10, 2009.

"Steve brings a depth of experience to this position that
will serve the company well as we continue with our restructuring
efforts," said Ed Whitacre, GM chairman and CEO.  "He is a trusted
advisor who has made a major contribution through the company's
transition.  We look forward to benefiting from Steve's counsel
and insights as we move the company forward."

Mr. Girsky will have overall responsibility for corporate
strategy, business alliances, new business development, and other
related areas.  The appointment is effective March 1, 2010.

With more than 40 years of corporate service, John F. Smith, GM
vice president of corporate planning and alliances, has announced
his intention to retire.  Mr. Smith, 59, will remain with GM
through the end of the year and serve as a special advisor to
Chris Liddell, GM vice chairman and CFO.

"John has had a distinguished career," said Whitacre. "He has been
instrumental in many of the company's milestones. We thank him for
his dedicated service."

                        About General Motors

General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908.  With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries.  GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling.  GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany.  GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.

GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code.  Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.

At September 30, 2009, GM had US$107.45 billion in total assets
against US$135.60 billion in total liabilities.

                    About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: New GM to Invest $494MM for Ecotec Engines
----------------------------------------------------------
General Motors Company will invest more than $494 million and
create nearly 550 jobs in three U.S. plants to produce the next
generation fuel efficient Ecotec engine.  The project consists of
the following:

    * Tonawanda -- $425 million site investment will add
      capacity for the next generation Ecotec engine at 370,000
      per year and bring about 470 jobs to that community

    * Defiance -- $59 million site investment will support
      precision sand cast block at a capacity of 188,000
      annually and result in about 80 jobs to that community

    * Bay City -- $10.5 million site investment will bring new
      product to the plant (Ecotec connecting rod) and will
      create about 15 jobs for that plant.

The investment includes facility renovation, new machinery,
equipment and special tooling to support this engine program at
the three plants.

"GM is transforming its product portfolio to reduce fuel
consumption and emissions, and the next generation Ecotec engine
is an integral part of that transformation," said Denise Johnson,
vice president for labor relations.  "The investment in state-of-
the-art four-cylinder engines is another example of GM's
commitment to replace larger-displacement engines with more
compact, advanced four-cylinder engines that optimize fuel savings
and performance.  We look forward to working with our union
partners at these three plants to make this investment a success."

The investment in Tonawanda, supported by the investments at
Defiance and Bay City, will go toward producing two next-
generation Ecotec engines.  The new engines will have additional
capabilities to improve fuel efficiency and improve performance
through advanced design and by adding technology.

The Ecotec engine family is known for its reliability, fuel
efficiency and performance.  GM Ecotec engines have been on the
forefront of delivering leading edge technology including direct
injection, variable valve timing and turbocharging.  Direct fuel
injection, a hallmark of many Ecotec engines since 2007, is just
now becoming mainstream technology in the industry.

The current Ecotec 2.4L with direct injection and variable valve
timing in the Buick LaCrosse, Chevrolet Equinox and GMC Terrain
was recently recognized as one of Ward's Auto World magazine's
2010 "Ten Best Engines" for North America based on several
factors, including power, fuel efficiency and new technology.  The
Ecotec is currently available in 2.0L, 2.2L and 2.4L
displacements.

"This investment is important because it supports manufacturing in
the United States," said Cal Rapson, vice president and director,
UAW International Union.  "All three plants have a strong
reputation for building quality and focusing on the needs of our
customers."

For competitive reasons, specifics about the engine capabilities
as well as product applications will be shared at a later date.

                        About General Motors

General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908.  With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries.  GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling.  GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany.  GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.

GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code.  Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.

At September 30, 2009, GM had US$107.45 billion in total assets
against US$135.60 billion in total liabilities.

                    About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: Three-Member Asbestos Committee Formed
------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, appointed
on March 2, 2010, three unsecured creditors holding asbestos-
related claims who are willing to serve on the Official Committee
of Unsecured Creditors Holding Asbestos-Related Claims of Motors
Liquidation Company and its debtor-affiliates:

  (1) Mark Butitta
      as Special Administrator
      of the Estate of Salvatore Butitta
      2429 S. Alpine Road
      Rockford, Illinois 61108
      Tel. No. (815) 509-1172

  (2) Sally Maziarz
      as Special Administratrix
      of the Estate of Jerome Maziarz
      520 Hayes Road
      Bowling Green, Kentucky 42103
      Tel. No. (270) 781-7907

  (3) Charles Cantrell
      18405 Clarkdale Avenue
      Artesia, California 90701
      Tel. No. (562) 405-2143

Ms. Adams appointed the Asbestos Committee on March 2, 2010, under
Sections 1102(a) and (b) of the Bankruptcy Code.

                        About General Motors

General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908.  With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries.  GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling.  GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany.  GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.

GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code.  Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.

At September 30, 2009, GM had US$107.45 billion in total assets
against US$135.60 billion in total liabilities.

                    About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: Trafelet Named Future Claimants Representative
--------------------------------------------------------------
In connection with the formulation, negotiation, and confirmation
of a Chapter 11 plan, the Debtors and the Official Committee of
Unsecured Creditors believe that it is appropriate for holders of
asbestos personal injury claims against the Debtors who have not
yet manifested a disease to have their interests represented.

Although the Debtors contemplate a Chapter 11 plan that will not
provide for an injunction under Section 524(g) of the Bankruptcy
Code, the plan will provide for a trust to be established for
present and future asbestos-related personal injury claims.
Specifically, the Trust will (i) receive its appropriate ratable
share of the consideration to be distributed with respect to
allowed prepetition unsecured claims, and (ii) have the sole
responsibility to address and make distributions to the Future
Claimants.

In this regard, the Debtors ask Judge Robert E. Gerber of the U.S.
Bankruptcy Court for the Southern District of New York to appoint
Dean M. Trafelet as the legal representative to represent the
interests of Future Claimants in the administration of the
Debtors' cases and the negotiation of a Chapter 11 plan.

The Debtors and the Creditors' Committee anticipate that, similar
to the Official Committee of Unsecured Creditors Holding Asbestos
Related Claims, the Future Claimants' Representative will employ
retained professionals with respect to the Chapter 11 plan and the
amount of the consideration to be distributed to the Trust for the
benefit of Future Claimants.   Absent a consensual resolution of
issues, the Future Claimants' Representative would represent the
interests of Future Claimants in a contested hearing to confirm a
Chapter 11 plan.

Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, in New
York, contends that Mr. Trafelet is well-qualified to serve as the
Future Claimants' Representative because of his 34-year experience
with asbestos-related claims.  Mr. Trafelet served as a trial
judge in the Circuit Court of Cook County, Illinois, from 1984 to
1998, during which he (i) presided over all asbestos-related
product liability and property damage cases, and (ii) personally
disposed of more than 35,000 asbestos product liability cases by
verdict or settlement.

Pursuant to his appointment, Mr. Trafelet will have standing under
section 1109(b) of the Bankruptcy Code to be heard as a party-in-
interest in all matters relating to the Debtors' Chapter 11 cases,
and with powers and duties of a committee as set forth in Section
1103 of the Bankruptcy Code.  He may employ attorneys and other
professionals, consistent with Sections 105, 327, and 1103 of the
Bankruptcy Code, subject to prior approval of the Bankruptcy
Court.

The Debtors have agreed to pay Mr. Trafelet $785 per hour.

Mr. Trafelet will not be liable for any damages, or have any
obligations other than as prescribed by orders of the Court, Mr.
Miller says.  Mr. Trafelet, however, may be liable for damages
caused by his willful misconduct or gross negligence.  The Debtors
have agreed to indemnify Mr. Trafelet from any claims arising out
of, or relating to, the performance of his duties as Future
Claimants' Representative.

The Future Claimants' Representative and his counsel will be
entitled to receive all notices that are served upon the
Creditors' Committee.

Mr. Trafelet assured the Court that he is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                        About General Motors

General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908.  With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries.  GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling.  GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany.  GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.

GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code.  Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.

At September 30, 2009, GM had US$107.45 billion in total assets
against US$135.60 billion in total liabilities.

                    About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: Urges Govt. to Build More Ethanol Stations
----------------------------------------------------------
General Motors Co. is asking the federal government to build more
ethanol stations across the country.  This came as the company
aims to produce 50% of its 2012 vehicles to run on E85, which is
15% gasoline and 85% ethanol, Energyboom.com reported.

Presently, there are only 2,200 ethanol stations in the United
States and GM wants this number augmented by the federal
government so that the company can go ahead with its plan to
increase production of flex-fuel vehicles.  GM further said that
the current supply of ethanol is not sufficient to sustain a
serious roll-out of flex-fuel vehicles, Energyboom.com said.

In response to stricter federal regulations on fuel economy, GM
also plans to operate its Lordstown, Ohio plant on a 24 hour shift
in order to produce GM's new compact Chevrolet Cruze, the Wall
Street Journal said.

The Cruze reflects GM's confidence that small cars will have its
share in the U.S. market, the Journal related.

                        About General Motors

General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908.  With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries.  GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling.  GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany.  GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.

GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code.  Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.

At September 30, 2009, GM had US$107.45 billion in total assets
against US$135.60 billion in total liabilities.

                    About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GOLDBERG-BAYMEADOWS: Section 341(a) Meeting Scheduled for April 14
------------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Goldberg-Baymeadows, LLC's Chapter 11 case on April 14, 2010,
at 3:00 p.m.  The meeting will be held at First Floor, 300 North
Hogan St. Suite 1-200, Jacksonville, FL 32202.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Rancho Mirage, California-based Goldberg-Baymeadows, LLC, filed
for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. M.D.
Fla. Case No. 10-01637).  Jason B. Burnett, Esq., at GrayRobinson,
P.A., assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and $1,000,001
to $10,000,000 in liabilities.


GRAHAM PACKAGING: Board Approves Severance & Incentive Plans
------------------------------------------------------------
The Board of Directors of Graham Packaging Company Inc. approved
and adopted the company's (i) new Class A Executive Severance
Plan, and (ii) Long Term Incentive Plan, each of which will be
effective as of Feb. 10, 2010.

In addition, on that date, the Board approved annual bonus
amounts under the company's Corporate Incentive Plan and on a
discretionary basis to several of the Company's named executive
officers.

                  Class A Executive Severance Plan

The Class A Executive Severance Plan was established for the
benefit of eligible executive employees of the Company who are
selected for coverage by the Company's Chief Executive Officer.
The CEO has selected the following executive officers for coverage
under the Class A Executive Severance Plan: David Bullock, Mark
Burgess, David Cargile, Michael Korniczky, Peter Lennox, Martin
Sauer and Ashok Sudan.

In the event that a Class A Covered Executive is terminated for
Good Reason or Without Cause, the Class A Covered Executive will
be entitled to the greater of the severance benefits provided
under his or her employment agreement with the Company or the
following benefits provided by the Class A Executive Severance
Plan:

   * accelerated vesting of equity compensation awards;

   * an amount equal to one times the sum of the Covered
     Executive's base salary;

   * accrued but unpaid vacation; and

   * the continuation of non-taxable health and dental benefits
     for 12 months.

In the event that a Class A Covered Executive is terminated due to
a Change of Control, the Class A Covered Executive will be
entitled to the greater of the severance benefits provided under
his or her employment agreement with the Company or the following
benefits provided by the Executive Severance Plan:

   * accelerated vesting of equity compensation awards;

   * a lump-sum amount equal to two times the sum of the Class A
     Covered Executive's base salary plus bonus;

   * a lump-sum amount equal to a prorata annual bonus plus
     accrued but unpaid vacation; and

   * the continuation of non-taxable health and dental benefits
     for 12 months.

In consideration of receiving benefits under the Class A Executive
Severance Plan, each Class A Covered Executive agrees to:

   a) certain limitations on disclosing Confidential Information;

   b) post-termination restrictions on non-solicitation and non-
      competition for a period of two years following the Class A
      Covered Executive's termination from the Company; and

   c) return of Company property upon termination of employment.

In the event of a breach by the Class A Covered Executive, the
Company is entitled to:

   a) cease making any payments or providing any benefit otherwise
      required under the Class A Executive Severance Plan, and

   b) an injunction preventing the Class A Covered Executive from
      any continued breach.

Any Class A Covered Executive who receives benefits under the
Class A Executive Severance Plan will not be entitled to receive
benefits under any other Company severance plan or program.

                     Long Term Incentive Plan

The LTIP is designed to encourage results-oriented actions on the
part of select vice-presidents, general managers, and directors of
the Company that will drive the achievement of specific business
objectives.  Under the LTIP, the Company's Compensation Committee
or its delegate will make a grant of performance share units to
selected eligible employees. Each of those units represents one
share of GPC's common stock.  The number of units issued to a
participant will be increased or decreased at the end of a two
year performance period depending upon the Company's level of
achievement over the performance period of the performance goals
established by the Committee at the beginning of the performance
period.  At the end of the performance period, each LTIP unit will
be satisfied in cash or stock at the discretion of the Committee.
Upon a Change in Control, all LTIP awards will become fully vested
and payable at the maximum amount.

In consideration of receiving the LTIP award, each participant
agrees to:

   a) certain limitations on disclosing confidential information;

   b) post-termination restrictions on non-solicitation and non-
      competition for a period of two years following the
      participant's termination from the Company; and

   c) return of Company property upon termination of employment.

The Company will be entitled to repayment of the LTIP award
from the participant upon any violation of the above referenced
agreements made in consideration of the LTIP award, and the
Company may also be entitled to repayment of the LTIP award from
the participant if the participant is terminated for cause within
6 months of receiving the LTIP award.  No LTIP awards have yet
been made.

                     About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

Graham Packaging's consolidated balance sheets at September 30,
2009, showed $2.067 billion in total assets and $2.937 billion in
total liabilities, resulting in a $869.6 million partners'
deficit.


GREAT ATLANTIC: Aletheia Research Holds 26.59% of Common Stock
--------------------------------------------------------------
Aletheia Research & Management, Inc., disclosed that as of
February 25, 2010, it may be deemed to hold 14,851,489 shares or
roughly 26.59% of the common stock in the aggregate of The Great
Atlantic & Pacific Tea Company, Inc.  Roger Peikin is the
Executive Vice President of Aletheia.

The Great Atlantic & Pacific Tea Company, Inc., based in Montvale,
New Jersey, operates conventional supermarkets, combination food
and drug stores and discount food stores in 8 U.S. states and the
District of Columbia.  The Company's business consists strictly of
retail operations, which totaled 433 stores as of December 5,
2009.  During the 40 weeks ended December 5, 2009, the Company
operated in four reportable segments: Fresh, Price Impact, Gourmet
and Other.  The Other segment includes Food Basics and Liquor
businesses.

As of December 5, 2009, the Company had $3,025,429,000 in total
assets against $3,383,900,000 in total liabilities, resulting in
stockholders' deficit of $402,186,000.

                           *     *     *

The Company's existing corporate rating with Moody's Investors
Service is B3 with a negative outlook.  The Company's senior
unsecured debt is rated Caa1, its senior secured notes are rated
B3 and its liquidity rating is SGL-3.

The Company's corporate credit rating with Standard & Poor's
Ratings Group is B- with a stable outlook.  Its senior unsecured
debt is rated CCC, and its recovery rating is 6, indicating that
lenders can expect a negligible (0%-10%) recovery in the event of
a payment default.  Its senior secured notes are rated B-, with a
recovery rating of 4, indicating that lenders can expect an
average recovery (30%-50%) in the event of a payment default.  Its
preferred stock rating is CCC-.


HC INNOVATIONS: Gets Preliminary Okay to Use Cash Collateral
------------------------------------------------------------
HC Innovations, Inc., et al., sought and obtained preliminary
authorization from the Hon. Alan H. W. Shiff of the U.S.
Bankruptcy Court for the District of Connecticut to use cash
collateral.

The Debtor requested authority to use cash collateral on a
preliminary basis for the period from the Petition Date to
March 19, 2010, as well as on a final basis for the period
covering March 20, 2010 to May 31, 2010.

Jon P. Newton, Esq., the attorney for the Debtors, explained that
the Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

In exchange for using the cash collateral, the Debtors will grant
the prepetition lenders (i) valid and perfected, security
interests in, and liens on all of the right, title and interest of
the Debtors in, to and under all of the Debtors' property; and
(ii) a claim against the Debtors that constitutes expenses of
administration with priority in payment over any and all
administrative expenses.  The Debtor will also provide no later
than Tuesday of every calendar week, commencing March 2, 2010, a
rolling 15-week cash flow projection of HC and its subsidiaries.

The Debtors or any other party of interest will be entitled to
seek an emergency hearing to be held within a five business day
period regarding, among other things, the continued use of cash
collateral.

Shelton, Connecticut-based HC Innovations, Inc., filed for Chapter
11 bankruptcy protection on February 19, 2010 (Bankr. Conn. Case
No. 10-50355).  The Company listed $1,000,001 to $10,000,000 in
assets and $10,000,001 to $50,000,000 in liabilities.

The Debtor's affiliates -- HM Strategies, Inc.; Enhanced Care
Initiatives, Inc.; Enhanced Care Initiatives of Tennessee, Inc.;
Enhanced Care Initiatives of Alabama, Inc.; Enhanced Care
Initiatives of Massachusetts, Inc.; Enhanced Care Initiatives of
New York, Inc.; and Texas Enhanced Care Initiatives, Inc. -- also
filed separate Chapter 11 petitions.


HEARTLAND PUBLICATIONS: Revises Approved Disclosure Statement
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Heartland
Publications LLC was authorized by the bankruptcy judge to revise
and send out the previously approved disclosure statement a few
days late.  The confirmation hearing for approval of the Chapter
11 plan remains scheduled for April 16.  The revision tells
creditors that three of the newspapers may be sold after emergence
from reorganization.

The prepackaged reorganization plan was negotiated before the
Chapter 11 filing in December.

As reported in the Troubled Company Reporter on Feb. 26, 2010, the
Plan proposes to give new $70 million term loans and 90% of the
new equity to holders of $113.7 million in prepetition first-lien
debt.  If the prepetition second lien lenders owed $44.9 million
vote for the Plan, they will receive a class of equity interests
representing 15% of equity value in excess of the difference
between $20 million and payments under a management incentive
plan.  Unsecured creditors are to be paid in full if second-lien
creditors vote for the Plan.  If second lien claimants in Class 4
votes to reject the Plan and the Bankruptcy Court determines in
response to an objection filed by the holder of a second lien
claim, then holders of allowed general unsecured claims will
receive no property or distribution under the Plan.

A full-text copy of the Plan is available for free at
http://bankrupt.com/misc/Heartland_AmendedPlan.pdf

                  About Heartland Publications

Headquartered in Clinton, Connecticut, Heartland Publications, LLC
-- http://www.heartlandpublications.com/-- operates 50 paid-
circulation newspapers and numerous free or controlled
distribution products in Georgia, Kentucky, North and South
Carolina, Ohio, Oklahoma, Tennessee, Virginia and West Virginia.
The Company reaches more than 250,000 print subscribers each month
and many others via interactive Web sites.  The Company operates
50 paid-circulation newspapers and numerous free or controlled
distribution products in nine states.

Heartland Publications, LLC -- aka Macon County Times, et al. --
filed for Chapter 11 bankruptcy protection on December 21, 2009
(Bankr. D. Del. Case No. 09-14459).  Kenneth J. Enos, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
assist the Company in its restructuring effort.  Duff & Phelps,
Securities LLC is the Debtor's financial advisor.  Epiq Bankruptcy
Solutions is the Debtor's claims and notice agent.  As of
October 31, 2009, the Debtor has $134.3 million in assets and
$166.2 million in liabilities.


I & C PROPERTY: Files Schedules of Assets and Liabilities
---------------------------------------------------------
I & C Property Management, Inc., filed with the U.S. Bankruptcy
Court for the Southern its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,250,700
  B. Personal Property                $1,500
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,064,692
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $302,710
                                 -----------      -----------
        TOTAL                    $10,252,200      $10,367,402

Oakland Park, Florida-based I & C Property Management, Inc., filed
for Chapter 11 bankruptcy protection on January 12, 2010 (Bankr.
S.D. Fla. Case No. 10-10539).  David Marshall Brown, Esq., who has
an office in Fort Lauderdale, Florida, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $100,001 to $500,000 in liabilities.


INFOGROUP INC: Fitch Reviews 'Ba3' Corporate Credit Rating
----------------------------------------------------------
Moody's Investors Service placed infoGROUP Inc.'s Ba3 corporate
family rating, B1 probability-of-default rating, and the Ba2
rating on its senior secured credit facilities under review for
possible downgrade.  The ratings review was prompted by
infoGROUP's recent announcement that it has entered into an
agreement to be acquired by affiliates of CCMP Capital Advisors,
LLC for $635 million (representing a 6.9 times multiple based on
2009 reported adjusted EBITDA).  The transaction, which is
expected to close early this summer, is likely to increase debt
levels.

These ratings were placed under review for possible downgrade:

  -- Corporate family rating at Ba3;
  -- Probability-of-default rating at B1;
  -- Senior secured revolving credit facility due 2011 at Ba2;
  -- Senior secured term loan due 2012 at Ba2.

The review will focus on infoGROUP's proposed capital structure,
pro forma credit metrics, and liquidity as well as an assessment
of its business fundamentals.

The last rating action was on September 17, 2008, when Moody's
confirmed infoGROUP's Ba3 corporate family rating and the Ba2
rating on its senior secured credit facilities.

Headquartered in Omaha, Nebraska, infoGROUP Inc. is a leading
provider of business and consumer information, data processing and
database marketing services.  The company reported sales of
approximately $500 million for the fiscal-year ended December 31,
2009.


INTERNATIONAL ALUMINUM: Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
International Aluminum Corp. filed with the U.S. Bankruptcy Court
for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $92,436,119
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $118,800,039
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $52,363,112
                                 -----------      -----------
        TOTAL                    $92,436,119     $171,163,151

International Aluminum filed for Chapter 11 bankruptcy protection
on January 4, 2010 (Bankr. D. Del. Case No. 10-10003).  The
Company's affiliates, including IAC Holding Co. and United States
Aluminum Corporation, also filed Chapter 11 bankruptcy petitions.
John Henry Knight, Esq., and L. Katherine Good, Esq., at Richards,
Layton & Finger, P.A., assist the Debtors in their restructuring
efforts.  Weil, Gotshal & Manges LLP is the Debtor's co-counsel.
Moelis & Company is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the Debtor's claims agent.  The Debtor
listed $198 million in assets and $217 million in liabilities as
of November 30, 2009.


INTERNATIONAL COAL: S&P Raises Corporate Credit Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on International Coal Group LLC to 'B+'
from 'B-'.

"Despite lower sales volumes, ICG's operating performance improved
significantly in 2009 due to more favorable realized coal prices,
with EBITDA increasing to around $215 million from about
$95 million in 2008," said Standard & Poor's credit analyst
Sherwin Brandford.

S&P assigned ratings to ICG's existing $125 million asset-based
revolving credit facility due 2014 and International Coal Group
Inc.'s proposed $200 million second-priority notes due 2018 and
proposed $75 million convertible notes due 2017.  Specifically,
the assigned ratings are:

* The $125 million asset-based revolving credit facility is rated
  'BB' with a '1' recovery rating, indicating the expectation of
  very high (90% to 100%) recovery in the event of a payment
  default.

* The $200 million senior secured notes are rated 'BB-' with a '2'
  recovery rating, indicating the expectation of substantial (70%
  to 90%) recovery in the event of a payment default.

* The $75 million convertible notes are rated 'B-' with a '6'
  recovery rating, indicating the expectation of negligible (0% to
  10%) recovery in the event of a payment default.

In addition, S&P is removing the existing ratings from
CreditWatch, where S&P placed them with positive implications on
Feb. 24, 2010.

ICG will use proceeds from the planned debt issuances in
combination with the proceeds from the company's planned
$100 million equity issuance to redeem the outstanding balances on
its $140 million convertible notes and $175 million senior notes
through a tender offering.  S&P will withdraw its ratings on these
two issues after redemption.

The rating on ICG reflects the combination of the company's
vulnerable business risk profile and significant financial risk
profile, which stem from its exposure to cyclical end markets,
modest size, high cost profile, meaningful exposure to the
difficult operating environment of Central Appalachia, and thin
funds from operations relative to expected capital expenditures.

Pro forma for the transactions, ICG will have total adjusted debt
of around $480 million, resulting in a pro forma leverage ratio of
about 2.25x.


JOSE YANES: Case Summary & 24 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jose O. Yanes
        345 Centre Street
        Jamaica Plain, MA 02130

Bankruptcy Case No.: 10-12441

Chapter 11 Petition Date: March 9, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Herbert Weinberg, Esq.
                   Rosenberg & Weinberg
                   805 Turnpike St., Suite. 201
                   North Andover, MA 01845
                   Tel: (978) 683-2479
                   Fax: (978) 682-3041
                   Email: hweinberg@jrhwlaw.com

                   Patrick Martin, Esq.
                   Rosenberg & Weinberg
                   805 Turnpike Street, Suite 201
                   North Andover, MA 01845
                   Tel: (978) 683-2479
                   Email: pmartin@jrhwlaw.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

According to the schedules, the Company has assets of $3,093,945,
and total debts of $3,877,198.

A full-text copy of Mr. Yanes' petition, including a list of his
24 largest unsecured creditors, is available for free at:

              http://bankrupt.com/misc/mab10-12441.pdf

The petition was signed by Mr. Yanes.


JOYCE LOUNG HO: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Joyce Loung Ho
          aka Joyce L Ho
        12239 County Road 1
        Fairhope, AL 36532

Bankruptcy Case No.: 10-01011

Chapter 11 Petition Date: March 9, 2010

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Barry A. Friedman, Esq.
                  Barry A. Friedman and Associates P.C.
                  P.O. Box 2394
                  Mobile, AL 36652-2394
                  Tel: (251) 439-7400
                  Email: bky@bafmobile.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

According to the schedules, the Company has assets of $1,009,901,
and total debts of $1,344,954.

A full-text copy of the Debtor's petition, including a list of its
18 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/alsb10-01011.pdf

The petition was signed by Joyce Loung Ho.


JSC ALLIANCE BANK: Wins U.S. Bankruptcy Protection
--------------------------------------------------
Tiffany Kary at Bloomberg News reports that JSC Alliance Bank won
bankruptcy court permission to protect itself from U.S. lawsuits
and distribute around $500 million to creditors.  The U.S. Court
approved the Chapter 15 petition after no objections were filed,
Bloomberg News reported.

An order recognizing that JSC Alliance Bank's Kazakh Proceeding as
the main proceeding pursuant to Sections 1515 and 1517 of the
Bankruptcy Code was not yet available at the court's docket as of
press time.

On September 18, 2009, JSC obtained approval from the Financial
Court in Kazakhstan of its application for restructuring under the
Civil Procedural Code.  The Kazakh Court ordered that the
restructuring must be completed no later than March 15, 2010.

On October 5, 2009, JSC and the steering committee of creditors
signed a term sheet setting out key commercial terms of the
restructuring.  The restructuring has already been approved by
creditors holding 94% in amount of the claims against the Bank
that are being restructured.  Depending on the nature of their
claims, creditors may choose or be eligible for one of several
options to participate in the Restructuring:

     Option 1 -- available to holders of unsubordinated claims,
                 involves the payment of 22.5% the face amount of
                 such claims (payable in the relevant currency).

     Option 2 -- involves the issuance by the Bank of seven-year
                 notes with a principal amount equal to 50% of the
                 amount of a creditor's unsubordinated claims, and
                 "Recovery Notes" in a principal amount
                 representing approximately the remaining 50% of
                 such claims.  Recovery notes will be paid from
                 recoveries on assets in the Bank's corporate and
                 SME (Small and Medium-Sized Enterprise)
                 portfolios, litigation recoveries and certain tax
                 assets.

                      About JSC Alliance Bank

JSC Alliance Bank is the sixth-largest bank in Kazakhstan by net
loans.  JSC Alliance is a bank with substantially all of its
operations in the Republic of Kazakhstan.  As of June 30, 2009,
the Bank's net assets constituted 4.9% of the total assets of the
banking system in Kazakhstan.  It has 3,900 employees.  The Bank's
only assets in the U.S. are certain correspondent accounts with
U.S. Banks.

JSC Alliance Bank filed for Chapter 15 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-10761) to protect itself from U.S. lawsuits and
creditor claims while it reorganizes in Kazakhstan.  The Chapter
15 petition says that assets and debts are in excess of
US$1 billion.  Law firm White & Case LLP, based in New York, is
representing JSC Alliance in the Chapter 15 case.


KAINOS PARTNERS: Dunkin's Brands Bids to Acquire Assets
-------------------------------------------------------
According to Blue MauMau, Dunkin' Brands made an offer to purchase
a substantial portion of the assets and business operations of
Kainos Partners Holding Company under an 11 U.S.C. Sec. 363 sale.
Dunkin's Brands representative said Kainos has been unable to
emerge from bankruptcy and sought an order authorizing bidding
procedures.

Greer, South Carolina-based Kainos Partners Holding Company, LLC -
- http://www.kainospartners.com/-- operates the "donut-and-
coffee" franchises.

The Company and its affiliates filed for Chapter 11 on July 6,
2009 (Bankr. D. Del. Lead Case No. 09-12292).  Two of its
affiliates filed for separate Chapter 11 petitions on Sept. 15,
2009 (Bankr. D. Del. Case Nos. 09-13213 to 09-13214).  An
affiliate filed for separate Chapter 11 petition on Sept. 23, 2009
(Bankr. D. Del. Case No. 09-13285).  Attorneys at the Law Offices
of Joseph J. Bodnar represent the Debtors in their restructuring
efforts.  The Debtor did not file a list of 20 largest unsecured
creditors.  In its petition, the Debtors listed assets and debts
both ranging from $10 million and $50 million.


KENNEDY FUNDING: Fortis Files Suit to Collect $282-Mil. in Loans
----------------------------------------------------------------
The Wall Street Journal's Anton Troianovski reports that Fortis
Bank SA/NV has filed a lawsuit naming Kennedy Funding Inc. and
three related companies to collect on $282 million in loans.  The
Journal says Fortis alleges in a suit filed last month that
increasing defaults by Kennedy's borrowers allowed it to force the
defendants to pay back their debts immediately or to turn over the
loans that serve as collateral for that debt.

The Journal relates Kennedy set up companies called Brookline
Financing, Brookline Origination and Brookline Servicing that make
and service loans to developers using money borrowed from Fortis,
according to the complaint.  According to the Journal, about 42%
of the loans representing Fortis's collateral were in default by
June 2009, the bank said in its complaint.  Fortis also alleged
Brookline modified several loans -- generating fees of as high as
$5 million-without getting Fortis's consent -- the Journal says.

According to the Journal, a Kennedy spokesman said the suit was
without merit and called it a "desperate legal maneuver."  "We are
clearly perplexed as to why, in this economy, Fortis would choose
to attack a paying customer who has used these funds to provide
hundreds of businessmen and -- women with the capital they need to
complete job -- producing projects across the country," Kennedy
said in a statement, according to the Journal.

The Journal says an attorney for Fortis declined to comment.

New Jersey-based lender Kennedy Funding Inc., lends to cash-
strapped real-estate developers, and charges high rates and fees.
The Wall Street Journal says Kennedy is one of the largest hard-
money lenders in the United States.  According to the Journal,
Kenney says it loaned out more than $1 billion over the past five
years.  Kennedy is run by three brothers -- Jeffrey, Kevin and
Gregg Wolfer.


KEVEN MCKENNA: Bankruptcy Case of Law Firm Dismissed
----------------------------------------------------
Katie Mulvaney at The Providence Journal reports that a federal
judge dismissed Keven A. McKenna's filing for bankruptcy
protection for his law firm because Mr. McKenna failed to
file necessary documents on time but his personal bankruptcy
protection claim remains active as he continues to fight a
Workers' Compensation Court order that he pay his former paralegal
Summer D. Stone for injuries.  Mr. McKenna vowed not pay Mr.
Stone's claim of $24,000, including legal fees.

Keven A. McKenna owns Keven A. McKenna Law Firm.  Mr. McKenna
listed $751,000 in assets and $45,700 in liabilities in his
bankruptcy petition.  His firm listed debts of between $100,000
and $500,000.


KINSLEY FOREST: Section 341(a) Meeting Scheduled for April 1
-------------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of creditors
in Kinsley Forest Estates, LLC's Chapter 11 case on April 1, 2010,
at 2:30 p.m.  The meeting will be held at the US Courthouse, Room
2110A, 400 E. 9th Street, Kansas City, MO.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Lenexa, Kansas City-based Kinsley Forest Estates, LLC, filed for
Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. W.D. Mo.
Case No. 10-40896).  Nancy S. Jochens, Esq., at Jochens Law
Office, Inc., assists the Company in its restructuring effort.
According to the schedules, the Company has assets of $16,250,485,
and total debts of $7,859,000.


KINSLEY FOREST: Wants Jochens Law Office as Bankruptcy Counsel
--------------------------------------------------------------
Kinsley Forest Estates, LLC, has asked for authorization from the
U.S. Bankruptcy Court for the Western District of Missouri to
employ Jochens Law Office as bankruptcy counsel.

Jochens will represent the Debtor's interests in the bankruptcy
court.

Jochens will be paid based on the hourly rates of its personnel:

     Nancy Jochens                    $295
     David Bruegging, Paralegal        $65

Jochens had requested compensation based on a flat fee of $12,500
to represent the Debtor through-out these proceedings.  Jochens
received $2,961 prior to filing the Petition, and it is
anticipated that the law firm will seek interim compensation
during the case.

Nancy Jochens assures the Court that Jochens is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Lenexa, Kansas City-based Kinsley Forest Estates, LLC, filed for
Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. W.D. Mo.
Case No. 10-40896).  Nancy S. Jochens, Esq., at Jochens Law
Office, Inc., assists the Company in its restructuring effort.
According to the schedules, the Company has assets of $16,250,485,
and total debts of $7,859,000.


KL ENERGY: Posts $7.0 Million Net Loss in 2009
----------------------------------------------
KL Energy Corporation filed its annual report on Form 10-K,
showing a net loss of $7.0 million for 2009, compared with a net
loss of $7.4 million for 2008.  There was no revenue recorded for
the year ended December 31, 2009, compared to $4.0 million of
revenue from engineering and management contracts in the prior
year.  This decrease in revenue is attributable to the completion
of all contracts in 2008 and the Company's focus on research and
enhancement of its cellulose based ethanol technology.

The Company's balance sheet as of Dec. 31, 2009, showed
$3.9 million in assets and $7.1 million of debts, for a
stockholders' deficit of $3.2 million.

Ehrhardt Keefe Steiner & Hottman PC, in Denver, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that of the
Company's recurring losses and accumulated deficit of
$9.3 million as of December 31, 2009.

A full-text copy of the annual report is available for free at:

              http://researcharchives.com/t/s?584a

                        About the Company

Based in Rapid City, South Dakota, KL Energy Corporation
-- http://www.klenergycorp.com/-- formerly known as Revive-it
Corp., has historically provided engineering, construction,
operating and ethanol marketing services.  The focus of the
Company is now on owning and operating cellulose based ethanol
("CBE") facilities that utilize the Company's proprietary
technology, and designing CBE facilities for, and licensing its
proprietary CBE technology to, third-party participants in the CBE
industry.


LEAP WIRELESS: Board Approves 2009 Bonuses for Executives
---------------------------------------------------------
Robert J. Irving, Jr., Leap Wireless International, Inc.'s Senior
Vice President and General Counsel, reports that on March 4, 2010,
the Compensation Committee of Leap's Board of Directors approved
certain compensation matters for these executive officers:

     -- S. Douglas Hutcheson, President, Chief Executive Officer
        and Director;
     -- Walter Z. Berger, Executive Vice President, Chief
        Financial Officer;
     -- Albin F. Moschner, Chief Operating Officer;
     -- Glenn T. Umetsu, Executive Vice President and Chief
        Technical Officer; and
     -- William D. Ingram, Senior Vice President, Strategy.

   (A) 2009 Performance Bonuses

The Compensation Committee approved individual performance bonus
payments to the Company's named executive officers in these
amounts:

          S. Douglas Hutcheson           $355,000
          Walter Z. Berger               $220,000
          Albin F. Moschner              $220,000
          Glenn T. Umetsu                $600,000
          William D. Ingram              $105,000

The bonuses were paid based upon the Compensation Committee's
evaluation of each individual officer's performance.  No bonuses
were paid to the Company's named executive officers under the Leap
Wireless International, Inc. Executive Incentive Bonus Plan, which
provides for bonuses based on the Company's performance against
financial and operating metrics established by the Compensation
Committee early each calendar year.

   (B) 2010 Long-Term Incentive Awards

The Compensation Committee approved refresher grants of long-term
incentive awards for the Company's named executive officers,
consisting of grants of performance-vested restricted stock, time-
vested restricted stock and retention cash awards.

       -- Restricted Stock Awards

          The awards to each of the named executive officers
          pursuant to the Company's 2004 Stock Option, Restricted
          Stock and Deferred Stock Unit Plan, as amended, were as:

          (a) S. Douglas Hutcheson, 100,000 performance-vested
              restricted shares and 40,000 time-vested restricted
              shares;

          (b) Walter Z. Berger,40,000 performance-vested
              restricted shares and 20,000 time-vested restricted
              shares;

          (c) Albin F. Moschner, 40,000 performance-vested
              restricted shares and 20,000 time-vested restricted
              shares; and

          (d) William D. Ingram, 20,000 performance-vested
              restricted shares and 10,000 time-vested restricted
              shares.

The awards are scheduled to be granted to the named executive
officers on March 15, 2010.

       -- Performance-Vesting Provisions

          The performance-vested restricted stock awards will
          vest as:

          (a) 20% of the shares will vest on each of the first,
              second and third anniversaries of the date of grant;
              and

          (b) 40% of the shares will vest on the fourth
              anniversary of the date of grant.

However, at each of the vesting dates, the vesting shall be
further conditioned on the average of the closing prices of the
Company's common stock for the prior 30-calendar day period being
greater than the Fair Market Value of the Company's common stock
on the date that the award was originally granted.  If the 30-
calendar day average of the closing prices of the Company's common
stock does not exceed the Grant Date Fair Market Value, the shares
will remain unvested until the average of the closing prices of
the Company's common stock for any subsequent 30-calendar day-
period is greater than the Grant Date Fair Market Value.

       -- Time-Vesting Provisions

          The time-vested restricted stock awards will vest as:

          (a) 25% of the shares will vest on each of the second
              and third anniversaries of the date of grant; and

          (b) 50% of the shares will vest on the fourth
              anniversary of the date of grant.

       -- Change in Control Vesting Provisions Applicable to All
          Restricted Stock Awards

          If an executive's employment is terminated by the
          Company other than for cause or by the executive for
          good reason within 90 days prior to or 12 months
          following a change in control (as defined in the 2004
          Plan), then the remaining unvested shares subject to
          each award will vest in full on the date of the
          executive's termination of employment.

       -- Retention Cash Awards

          The Compensation Committee also approved retention cash
          awards for these named executive officers:

          S. Douglas Hutcheson           $1,125,000
          Walter Z. Berger                 $750,000
          Albin F. Moschner                $750,000
          William D. Ingram                $450,000

          If there is a change in control within the next two
          years and the Board approves the payment of the
          retention cash awards upon the completion of such change
          in control, then one-third of the retention cash award
          will be paid upon such change in control, and two-thirds
          of the retention cash award will be paid upon the six
          month anniversary of such change in control.  To be
          eligible to receive a retention cash award, an executive
          must continue to be employed by the Company on the date
          of each such payment (subject to the accelerated payment
          provisions described below).

          If an executive's employment is terminated by the
          Company other than for cause or by the executive for
          good reason within 90 days prior to or six months
          following a change in control, then any unpaid portion
          of the retention cash award will be paid to the
          executive upon the executive's termination of
          employment.

                        About Leap Wireless

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

At December 31, 2009, the Company had total assets of
$5,380,697,000 against total liabilities of total liabilities of
$3,596,896,000 and redeemable noncontrolling interests of
$71,632,000, resulting in stockholder's equity of $1,712,169,000.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAP WIRELESS: EVP Glenn Umetsu to Retire Effective May 14
----------------------------------------------------------
Robert J. Irving, Jr., Leap Wireless International, Inc.'s Senior
Vice President and General Counsel, reports that on March 8, 2010,
Glenn T. Umetsu, 60, notified the Company that he will retire as
its Executive Vice President and Chief Technical Officer,
effective May 14, 2010.

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

At December 31, 2009, the Company had total assets of
$5,380,697,000 against total liabilities of total liabilities of
$3,596,896,000 and redeemable noncontrolling interests of
$71,632,000, resulting in stockholder's equity of $1,712,169,000.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAP WIRELESS: Shutters 27 Cricket Stores, Cuts 180 Jobs
--------------------------------------------------------
According to an article at phonenews.com, Leap Wireless has
recently confirmed that it has permanently closed 27 of its 269
Cricket Wireless corporate owned stores and laid off 180 people,
cutting its total staff level down to 4,200 employees.

Humberto Saabedra writes that Leap stated that the store closings
and staff reduction are part of its standard retail operations.

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

At December 31, 2009, the Company had total assets of
$5,380,697,000 against total liabilities of total liabilities of
$3,596,896,000 and redeemable noncontrolling interests of
$71,632,000, resulting in stockholder's equity of $1,712,169,000.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.



LEAP WIRELESS: MetroPCS Interested in Business Combination
----------------------------------------------------------
Roger Cheng at Dow Jones Newswires says Braxton Carter, MetroPCS
Communications Inc.'s Chief Financial Officer, said during an
investor conference on Wednesday a combination with Leap Wireless
International Inc. is appealing, but declined to comment further
on whether such a deal was on the table.

"Obviously, we're very interested in the combination of our
companies," Mr. Carter said, according to Dow Jones.

Leap in late 2007 rejected an unsolicited all-stock offer from
MetroPCS initially valued at $5.5 billion, about five times Leap's
current market value.  According to Dow Jones, Mr. Carter said a
lot of the factors that made the deal attractive back then are
irrelevant now, but indicated there remained a lot of positive
reasons for a merger.

Mr. Carter declined to provide further insight into whether the
companies are in talks, Dow Jones says.  The report notes both
MetroPCS and Leap have hired bankers to advise them on their
options.

As reported by the Troubled Company Reporter on February 2, 2010,
Leap Wireless has hired Goldman Sachs Group and formed a special
board committee to look into selling the company or merging with
rivals.  The Wall Street Journal's Jeffrey McCracken and Niraj
Sheth report, citing several people familiar with the matter, said
Leap has hired Goldman Sachs Group to advise the company as it
"reassesses its alternatives and checks its options out there
right now."  The Journal's sources also said Leap's board formed a
three-person committee -- made up by newly appointed board members
John H. Chapple, Ronald J. Kramer and William A. Roper -- to
assess strategic options.  The committee, the sources said, is
being advised by Morgan Stanley.  Mr. Chapple is a former CEO of
Nextel Partners, which Sprint acquired in 2006.

The Journal's sources said Leap's advisers have in recent weeks
been feeling out larger wireless carriers such as AT&T Inc. and
Verizon Wireless to see if they would be interested in acquiring
the Company.  The sources said some bankers consider Leap's rival
MetroPCS Communications Inc. as the most likely partner for the
Company.  So far, those talks haven't lead to any deal, the
sources said.

The sources told the Journal the conversations indicate Leap is
feeling squeezed as major carriers like AT&T, Verizon and Sprint
Nextel Corp. encroach on its prepaid turf and slash their contract
rates.

                        About Leap Wireless

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

At December 31, 2009, the Company had total assets of
$5,380,697,000 against total liabilities of total liabilities of
$3,596,896,000 and redeemable noncontrolling interests of
$71,632,000, resulting in stockholder's equity of $1,712,169,000.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEHMAN BROTHERS: Coscan Wants Lift Stay to Pursue Claim
-------------------------------------------------------
Coscan Construction LLC asks the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay so that
it could prosecute a claim against Lehman Brothers Holdings Inc.
in a state court action.

The claim is on account of the services that Coscan provided in
connection with the construction of a residential condominium in
Florida.  Coscan serves as the general contractor for the
project, which was funded by Lehman Brothers Holdings Inc.
through a loan it provided to a developer, Gables Marquis LLC.

Gables Marquis was not able to finish the construction because of
its failure to pay off the loan, prompting LBHI to direct Coscan
to complete the construction which was assured of payment through
a $1 million deposit that LBHI put in an escrow account.

LBHI allegedly has not paid Coscan for its services and instead
filed the state court action against Coscan and Gables Marquis to
foreclose on its lien in the property and to "foreclose out the
purported subordinated construction lien held by Coscan."

The Court will hold a hearing on April 14, 2010, to consider
approval of the request.  Deadline for filing objections is
April 7, 2010.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Court Approves LBI Stipulation With TPF
--------------------------------------------------------
Lehman Brothers Inc. entered into an engagement letter with TPF
II, L.P., and Tenaska Capital Management LLC.  TPF and Tenaska
desire to terminate LBI's interests in the Agreement.  For his
part, James Giddens, trustee for LBI, believes that it would be
in the best interests of LBI and its estate that LBI terminate
the Agreement subject to the payment to the Trustee of an amount
in cash equal to $11,304,337, representing the agreed liquidated
balance under the Agreement.

The Court approved a stipulation entered into by the Trustee, LBI,
TPF and Tenaska, whereby:

  (1) the Trustee will send the counsel to TPF a notice
      indicating the date upon which the order on this
      stipulation becomes final and non-appealable.  TPF agrees
      to pay the Termination Fee to the Trustee immediately.

  (2) Upon receipt by the Trustee of the Termination Fee, the
      Agreement will be terminated without further action by any
      of the Parties, without further Bankruptcy Court approval
      and, without further obligation or liability and pursuant
      to that termination of the Agreement, will no longer be
      operative and will be deemed waived regardless of the
      Agreement.

  (3) Upon receipt by the Trustee of the Termination Fee, the
      parties agree to mutual releases with respect to claims
      that have been, could have been, may be, or could be
      alleged under the Agreement.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Ex-Director Sues Barclays for $19.6MM Severance
----------------------------------------------------------------
Maximilian Coreth seeks to recover from Barclays Capital Inc.,
$19,600,000 in severance payments, as set forth in Mr. Coreth's
written agreement with Lehman Brothers, Inc., in effect before
the closing of the sale of LBI's business to Barclays.  Mr.
Coreth also seeks to recover his attorneys' fees and costs and
disbursements in this action.

In April 2008, Mr. Coreth left his position as managing director
of Morgan Stanley in order to become managing director of LBI.
On April 17, 2008, LBI and Mr. Coreth entered into an employment
agreement, which provided that in the event Mr. Coreth's
employment was terminated without cause before February 2009, he
would receive, by way of severance, payments in the total amount
of $19,600,000.  The severance obligation to Mr. Coreth was
included in approximately $2,500,000,000 of severance exposure to
LBI employees that Barclays expressly assumed in the sale of
LBI's North American broker/dealer business to Barclays.

However, Barclays has repudiated its obligation to pay Mr.
Coreth, thereby contributing to a recently reported gain to
Barclays of GBP2,260,000,000, or approximately US$3,400,000,000,
from its purchase of LBI's business, according to Robert K.
Gross, Esq., at Eaton & Van Winkle LLP, in New York.  Mr. Coreth
has a contingent claim against the LBI estate, which will be
eliminated if Barclays meets its severance obligation to pay Mr.
Coreth, Mr. Gross relates.

Pursuant to the Court-approved Purchase Agreement, dated
September 16, 2008, between LBI and Barclays, Mr. Coreth's
employment was transferred from LBI to Barclays.  Barclays then
confirmed that it was offering Mr. Coreth employment pursuant to
that Court-approved transaction, and Mr. Coreth accepted, Mr.
Gross relates.  However, on October 14, 2008, Barclays reversed
its decision and terminated Mr. Coreth's employment without
cause, Mr. Gross adds.

Rather than pay Mr. Coreth severance of $19,600,000, Barclays
offered him only approximately 10% of the amount, $1,960,000,
demanding that, in order to receive that payment, Mr. Coreth
would have to sign a waiver and general release relinquishing his
clear right and entitlement to the remaining severance payments
due to him from Barclays, Mr. Gross informs the Court.

Mr. Gross relates that Mr. Coreth (i) refused Barclays'
unwarranted demand, and (ii) has filed a contingent claim in
LBI's Securities Investor Protection Act proceeding for
$19,600,000, stating that the LBI estate is only liable to Mr.
Coreth in respect of that claim if and to the extent that
Barclays fails to meet its obligation to pay him the full
$19,600,000 severance liability that Barclays assumed under the
Purchase Agreement.  Mr. Coreth now commences this proceeding
against Barclays in accordance with the Purchase Agreement and
applicable Court orders.

Barclays' breaches of its contractual obligations to Mr. Coreth
were "wanton and willful" as shown by the fact that Barclays
demanded that, in order for Mr. Coreth to receive the lesser sum,
he would have to sign a waiver and general release of his right
and entitlement to any other monies from Barclays, Mr. Gross
asserts.  By reason of this unwarranted demand for that release,
Barclays forced Mr. Coreth to bring this proceeding not only to
obtain the monies owed to him by Barclays but to preserve his
right to the monies.

Mr. Gross tells the Court that by reason of Barclays' breaches of
contract, Mr. Coreth has sustained actual damages of not less
than $19,600,000, together with attorneys' fees, and the costs
and disbursements in this action, all of which are recoverable
either as actual damages or as punitive damages.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LCPI Sues iStar to Stop Bond Exchanges
-------------------------------------------------------
Debtor Lehman Commercial Paper, Inc., filed an adversary
complaint against iStar Financial, Inc., seeking declaratory that
a proposed amendment of iStar's credit agreement and possible
bond or note exchanges violate the automatic stay and result in
an invalid postpetition transfer pursuant to Section 549 of the
Bankruptcy Code.  The pleading was filed under seal pursuant to
an order of the Court dated February 26, 2009.

According to papers filed with the Court, LCPI is one of the
lenders to iStar Financial under two revolving credit agreements.
The documents that were filed under seal consist of LCPI's
application prohibiting iStar Financial from amending their
unsecured credit agreements and a copy of the adversary complaint
against iStar.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Millennium Sues to Recover Investment Equity
-------------------------------------------------------------
Millennium International, Ltd. -- Fund -- filed a complaint
against Lehman Brothers Finance, SA; KBC Investments Cayman
Islands V Limited; KBC Investments Limited; KBC Financial
Products USA, Inc.; KBC Financial Products UK Limited; and Somers
Dublin Ltd. A/C KBC pledged to Lehman Brothers SA, seeking to
recover investment equity belonging to it.

In December 2007, Millennium entered into a financial arrangement
with LBF designed to provide the equivalent of a three-times
leveraged return on an investment of $37,500,000 of the Fund's
money.  LBF's role in the Investment was to provide the necessary
leverage of $75,000,000 worth, in exchange for interest on the
loan, James A. Wright III, Esq., Ropes & Gray LLP, in Boston,
Massachusetts, relates.

The Investment was effected through the use of a derivative
contract structured as a "call option" under an ISDA Master
Agreement and a subscription for shares in the Fund.  In exchange
for LBF's obligations under the ISDA Contract and the payment by
LBF of $75,000,000 in cash, Millennium issued LBF $112,500,000
worth of shares in the Fund.

Of the $112,500,000 total Investment, $75,000,000 was invested by
LBF and $37,500,000 was invested by Millennium.  Upon termination
of the ISDA Contract, LBF became obligated to pay Millennium the
current value of the $112,500,000 Investment in the Fund minus a
"Strike Price," representing $75,000,000 of leverage contributed
by LBF plus interest on the loan.  This payment would result in
Millennium's recovery of its $37,5000,000 equity contribution,
plus any return or minus any loss on the Investment as a whole,
according to Mr. Wright.

On December 22, 2008, Millennium officially terminated the ISDA
Contract, thereby obligating LBF, which filed for bankruptcy on
October 3, 2008, to pay Millennium $31,489,394.

As contemplated by the parties, when the Investment ended,
Millennium would recover the amount owed to it under the ISDA
Contract from the redemption proceeds of the Investment Shares
issued to LBF.  This amount due to Millennium -- its Equity --
would represent its $37,500,000 initial contribution, plus any
return or minus any loss on the full Investment amount.  For its
part, the $75,000,000 LBF contributed as leverage, plus an
interest payment, would be returned to it.

In the spring of 2008, in an effort to raise financing, LBF
entered into an arrangement with a third party, KBC, whereby it
sought to transfer ownership of the Investment Shares to KBC,
through its nominee, Somers.  To effect that transfer, LBF was
required to obtain Millennium's consent, which it could decline
in its sole and absolute discretion.  LBF attempted to secure
Millennium's consent in May 2008, but was unsuccessful, and the
Investment Shares were not transferred at this time.

In September 2008, before the bankruptcy filing by LBF's parent,
Lehman Brothers Holdings, Inc., Millennium attempted to unwind
the Investment and secure the return of its Equity.  At this
time, LBF informed Millennium that, according to its books, the
Investment Shares had already been transferred to KBC -- despite
the fact that Millennium had never approved any such transfer --
and that KBC's cooperation would, therefore, be necessary to
unwind the Investment, Mr. Wright relates.

LBF also informed Millennium that KBC would only cooperate in
unwinding the Investment if Millennium first assented to, and
formally authorized, the title transfer of the Shares to KBC.
LBF promised that if the Fund authorized the transfer, LBF and
KBC would immediately unwind the Investment and return
Millennium's Equity, Mr. Wright tells the Court.

In reliance on these promises, Millennium approved the transfer
of the Shares to KBC on September 11, 2008, and shortly
thereafter circulated the necessary documents to unwind the
Investment.  On September 15, 2008, before the necessary
documents had been signed, LBHI filed for bankruptcy protection,
and both LBF and KBC refused to take any further steps to unwind
the Investment and return Millennium's Equity, Mr. Wright says.

KBC now seeks to redeem all of the Investment Shares, including
the portion representing Millennium's Equity.  KBC was never
entitled to the full value of the Investment Shares, only the
portion representing LBF's leverage contribution, Mr. Wright
points out.

He asserts that KBC's retention of the full Investment proceeds
(i) was never contemplated by the parties, (ii) would leave
Millennium with nothing to transfer, (iii) would deprive
Millennium of its Equity in the Investment, and (iv) would result
in the unjust enrichment of KBC at Millennium's expense.

Millennium alleges these causes of action:

  (1) Breach of contract;
  (2) Failure of consideration;
  (3) Want of consideration;
  (4) Unjust enrichment;
  (5) Promissory estoppel; and
  (6) Declaratory judgment: Right of setoff against Debtor LBF.

To summarize, Millennium asks the Court to enforce the
understanding between the parties and prevent an unjust outcome
by declaring that Millennium is entitled to recover its Equity
from the proceeds of the redemption of Investment Shares.

Specifically, Millennium asks the Court to enter judgment:

  (a) Finding that KBC has breached or intends to breach its
      agreement to unwind the Investment and return Millennium's
      Equity;

  (b) Ordering specific performance of KBC's obligations under
      the oral contract by permitting Millennium to recover its
      Equity from the proceeds of KBC's pending request for
      redemption of the Investment Shares;

  (c) Ordering that KBC be estopped from redeeming the portion
      of the Investment Shares representing Millennium's Equity
      and thereby unjustly enriching itself at Millennium's
      expense;

  (d) Ordering that KBC not be allowed to redeem the Investment
      Shares pending a determination by the Court of the nature
      and extent of LBF's continued ownership interest in the
      Shares;

  (e) Imposing a constructive trust against Somers with respect
      to the portion of the Investment Shares representing
      Millennium's Equity;

  (f) Ordering rescission of the Transfer; and

  (g) Awarding damages to Millennium in the amount of
      $31,489,394, plus interest, attorneys' fees and costs.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Royal Bank of Canada Wants to Set Off Claims
-------------------------------------------------------------
Royal Bank of Canada asks the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay to
effect setoff of debts between the bank and Lehman Brothers
Holdings Inc.

RBC wants to set off its claim in the sum of $116,376,702 against
the $2,208,070 deposit in LBHI's account at the bank.

The bank's claim against LBHI stemmed from the guarantees of
derivatives it entered into with LBHI's affiliate, Lehman
Brothers International Europe.

The Court will hold a hearing on March 17, 2010, to consider
approval of the request.  Deadline for filing objections is
March 15, 2010.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LENNY DYKSTRA: Wants Dismissal of Bankruptcy He Started
-------------------------------------------------------
Lenny Dykstra is asking the Bankruptcy Court to dismiss his
Chapter 7 case.  Mr. Dykstra said that dismissal will allow him to
realize the "full value" of his assets where the trustee is "only
interested in dumping assets as quickly as possible."  The
dismissal motion is set for a hearing on April 6.

Mr. Dykstra, who originally filed for reorganization under Chapter
11, is now representing himself, without a lawyer. A Chapter 11
trustee was appointed in September, and the case was converted to
a liquidation in Chapter 7 in October.

The Chapter 11 trustee was investigating the disposition of
personal property both before and after the Chapter 11 filing.

Lenny Dykstra is a former Major League Baseball all-star player.
He was center fielder for the New York Mets and Philadelphia
Phillies.  He filed for Chapter 11 bankruptcy protection on July
7, 2009 (Bankr. C.D. Calif. Case No. 09-18409).  M Jonathan Hayes,
Esq., at the Law Office of M Jonathan Hayes, in Northridge,
California, assisted the Debtor in his restructuring effort.  The
Debtor listed up to $50,000 in assets and $10,000,001 to
$50,000,000 in debts.


LIMITED BRANDS: Fitch Withdraws 'BB+' Rating on $750 Mil. Loan
--------------------------------------------------------------
Fitch Ratings has withdrawn its 'BB+' rating on Limited Brands,
Inc.'s $750 million secured term loan due 2012.  All other ratings
remain unchanged.

This action follows Limited's announcement that it has repaid the
remaining balance outstanding on its secured term loan of
approximately $200 million.  Limited also announced an amendment
to its $1 billion secured revolving credit facility under which
the aggregate amount of the commitment has been reduced to
$926.7 million from $1 billion and the limitation on investments
and restricted payments has been modified.  Limited has not drawn
on the revolver in the past two years, and given its solid cash
flow generation, Fitch believes the reduced amount should provide
adequate liquidity to the company.  In addition, Fitch estimates
Limited's debt to EBITDA ratio is 2.3 times at the end of fiscal
2009 ending Jan. 30, 2010, and expects the company will use excess
cash flow toward share repurchases given that the limitation on
restricted payments in the credit facility covenants has been
lifted.

Under the amendment, $126 million of the $926.7 million is
scheduled to terminate on Aug. 3, 2012 and $800 million has been
extended by two years to Aug. 1, 2014.  The covenants limiting
Investments and Restricted Payments have been modified to provide
that Investments and Restricted Payments may be made, without
limitation on the amount if i) at the time of and after giving
effect to such Investment or Restricted Payment, the ratio of
consolidated debt to consolidated EBITDA for the most recent four
quarter period is less than 3.0x and ii) no default or event of
default exists.

Fitch currently rates Limited:

  -- Long-term Issuer Default Rating 'BB+';
  -- Bank credit facility 'BB+';
  -- Senior unsecured notes 'BB';
  -- Short-term Issuer Default Rating 'B';
  -- Commercial Paper 'B'.

The Rating Outlook is Negative.

The ratings reflect Limited's strong market positions in intimate
apparel and personal care and beauty products, solid cash flow
generation and strong liquidity.  This is balanced by Limited's
weak operating performance and credit metrics, increasingly
competitive landscape and track record of shareholder-friendly
activities.  The Negative Rating Outlook reflects management's
approach to share repurchases as well as the challenging operating
environment.

Limited is a leading intimate apparel as well as beauty and
personal care retailer under the brands Victoria's Secret, Pink,
La Senza, Bath & Body Works, C.O.  Bigelow, White Barn Candle Co.
and Henri Bendel with 2,971 specialty stores presently.  The
company's focus on better working capital management has helped
generate positive free cash flow.  Fitch estimates free cash flow
of slightly less than $1 billion at the end of fiscal 2009 ending
Jan. 30, 2010.  In addition, the company's strong liquidity
position is supported by approximately $1.8 billion of cash as of
Jan. 30, 2010 and over $800 million of availability under its
credit facility, which will provide financial flexibility to the
company.  Limited's credit metrics have improved in fiscal 2009
with leverage ratio (adjusted debt/EBITDAR) decreasing to 3.9x
(pro forma for the $200 million debt repayment) from 4.6x in
fiscal 2008 and EBITDAR coverage of interest and rent expense
increasing to 2.6x from 2.3x over the same period.  While Fitch
recognizes credit metrics could strengthen on improving sales
trends, Fitch would like to see clear evidence of sustained
improvement.  In addition, sizable share repurchase activity
beyond the use of excess liquidity could hinder any improvement in
credit metrics.  Limited continues to face intense competition as
the company competes with many different types of retailers,
including individual and chain specialty stores, department
stores, discount retailers as well as e-commerce and catalogue
businesses.


LIMITED BRANDS: Moody's Upgrades Senior Unsec. Rating to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service upgraded Limited Brands, Inc.'s senior
unsecured guaranteed notes to Ba1 from Ba2 and changed the rating
outlook to positive from stable.  All other existing ratings are
affirmed including the Corporate Family Rating at Ba2.

"The change in outlook to positive reflects Limited Brands'
improvement in credit metrics due to solid fourth quarter results
and debt repayments," said Moody's Senior Analyst Maggie Taylor.
She also added, "We believe this improvement in credit metrics is
sustainable."  In addition, the upgrade of the senior unsecured
guaranteed notes reflects Limited Brands' repayment in full of its
secured term loan, which reduced the amount of secured debt that
is senior to the guaranteed notes in the capital structure.

Limited Brands' Ba2 Corporate Family Rating reflects its good
credit metrics, solid merchandising skills, and well recognized
brand names.  The rating also acknowledges Limited Brands' very
good liquidity.  The rating is constrained by Moody's concern that
Limited Brands' two predominant brands may have reached maturity
and that its earnings may be constrained by the larger multi-
department Victoria Secret stores that were opened prior to the
recession.  Negative ratings consideration is also given to its
historically shareholder friendly financial policy.  Moody's notes
that the recent amendment to Limited Brands' credit agreement
provides it with additional flexibility with dividends and share
repurchases.

The positive outlook reflects the possibility that Limited Brands'
ratings may be upgraded over the next 12-18 months given the
improvement in credit metrics.

This rating was upgraded:

  -- $500 million senior unsecured guaranteed notes to Ba1 (LGD 3,
     32%) from Ba2 (LGD 3, 40%).

These ratings were affirmed and LGD point estimates changed:

  -- Corporate family rating at Ba2;
  -- Probability of default rating at Ba2;
  -- Senior unsecured notes rating at Ba3 (LGD 5, 78% from 81%);
  -- Senior unsecured shelf rating at (P)Ba3;
  -- Senior subordinated shelf rating at (P)B1;
  -- Preferred stock shelf rating at (P)B2;
  -- Commercial paper rating at Not Prime.

The last rating action on Limited Brands was on June 15, 2009,
when its senior unsecured guaranteed notes were rated Ba2.

Headquartered in Columbus, Ohio, Limited Brands, Inc., operates
2,970 specialty stores under the Victoria's Secret, Bath & Body
Works, C.O. Bigelow, La Senza, White Barn Candle Co., and Henri
Bendel name plates.  The company's products are also available
online.  Revenues are about $8.6 billion.


LOS ANGELES: Wants Bank of New York Mellon to Renegotiate Swap
--------------------------------------------------------------
Dow Jones Newswires' Stan Rosenberg reports that the city of Los
Angeles is demanding that Bank of New York Mellon renegotiate a
swap deal or face exclusion from any future business with the
city.

Los Angeles sold $443 million of bonds in 2004.  Dow Jones says as
protection from fluctuating interest rates, Los Angeles entered a
20-year swap with Bank of New York Mellon, in which it stood to
gain if rates rose and lose if they fell.  According to Dow Jones,
Los Angeles said it is on the hook for $19 million a year.

Dow Jones relates City Council member Richard Alarcon said that he
knows that "many other jurisdictions have been involved" in the
"swap" deals and that he plans to introduce a resolution similar
to Los Angeles's to other city leaders at next week's National
League of Cities meeting in Washington, D.C.

Mr. Alarcon, according to Dow Jones, said, "the bank is taking an
unconscionable profit".  Mr. Alarcon said, "We want to bring it
down to a simple customer-to-vendor relationship.  When a customer
is not satisfied, they go to a different vendor."

Dow Jones says Los Angeles' move could presage similar efforts by
state and local governments around the country.  Dow Jones notes
Los Angeles has clout in that it has about $30 billion in
investments, about $25 billion of which reside in its pension
funds for public employees, the Los Angeles Department of Water &
Power, police and firefighters.  The balance is in the city's own
portfolio.  Dow Jones says Mr. Alarcon's plan in Los Angeles would
create comprehensive reporting requirements for banks wanting to
do business with the city, and the move has precedent.

Bank of New York Mellon had no comment, Dow Jones says.

The Wall Street Journal says Los Angeles is struggling to raise
money and cut costs to fill a $200 million budget gap that could
force thousands of layoffs and drive the city into bankruptcy.


LYONDELL CHEMICAL: Equistar Settles Dow Chemical Claims
-------------------------------------------------------
Lyondell Chemical Company, Equistar Chemicals, LP, Basell USA,
Inc., Houston Refining LP, The Dow Chemical Company, and Union
Carbide Corporation have entered into a stipulation allowing Dow
Chemical's Section 503(b)(9) claims and modifying the stay to
allow Dow Chemical and Union Carbide to set off certain
prepetition obligations.

In the 20 days before the Petition Date, Basell received goods in
the ordinary course of business from Dow Chemical valued at
$217,674.  Dow Chemical has requested allowance of its claim for
the Basell Goods pursuant to Section 503(b)(9) of the Bankruptcy
Code.

In the 20 days before the Petition Date, Houston received goods in
the ordinary course of business from Dow Chemical valued at
$261,338.  Dow Chemical has request allowance pursuant to Section
503(b)(9) of its claim for the Houston Goods.

Dow Chemical and Equistar are parties to certain contracts
pursuant to which the companies purchase goods from each other.

Pursuant to the Equistar Contracts, Dow Chemical was indebted to
Equistar for $7,774,039 as of the Petition Date -- the Equistar
Credit.  As of September 22, 2009, Dow Chemical has paid
$1,561,458 to Equistar, leaving a balance of $6,212,581 still due
and owing from Dow Chemical to Equistar on the Equistar Credit.

Pursuant to the Equistar Contracts, Equistar was indebted to Dow
Chemical for $2,307,067 as of the Petition Date.

Lyondell and Union Carbide are parties to certain contracts
pursuant to which the companies purchase goods from each other.

Pursuant to the Lyondell Contracts, Union Carbide was indebted to
Lyondell for $2,098,071 as of the Petition Date -- the Lyondell
Credit -- and Lyondell was indebted to Union Carbide for $802,815
as of the Petition Date -- the Lyondell Debt.

Dow Chemical and Union Carbide filed Claim No. 4127 against
Equistar and Claim No. 7189 against Lyondell.

Dow Chemical is stayed from setting off the Equistar Debt against
the Equistar Credit, and Union Carbide is stayed from setting off
the Lyondell Debt against the Lyondell Credit.

The parties desire to consensually resolve the issues.

In a Court-approved Stipulation, the parties agreed, among other
things, that:

  (a) The Basell Goods Claim is allowed as an administrative
      expense claim against Basell pursuant to Section 503(b)(9)
      for $217,674.

  (b) The Houston Goods Claim is allowed as an administrative
      expense claim against Houston pursuant to Section 503(b)
      (9) for $261,338.

  (c) Payment or other treatment of the Basell Goods Claim and
      the Houston Goods Claim will be addressed pursuant to a
      confirmed plan of reorganization in the Debtors'
      bankruptcy cases.

  (d) The stay is immediately modified solely to the extent
      necessary to allow Dow Chemical to set off the Equistar
      Debt against the Equistar Credit, and to allow Union
      Carbide to set off the Lyondell Debt against the Lyondell
      Credit.  Upon the exercise of their set-off rights, Dow
      Chemical and Union Carbide will promptly withdraw Claim
      Nos. 4127 and 7189.

  (e) Dow Chemical will pay $3,905,513 to Equistar, which is the
      difference between the unpaid Equistar Credit balance of
      $6,212,581 on the one hand, and the Equistar Debt of
      $2,307,067 on the other hand.

  (f) Union Carbide will pay $1,295,256 to Lyondell, which is
      the difference between the Lyondell Credit of $2,098,071
      on the one hand, and the Lyondell Debt of $802,815 on the
      other hand.

Except as otherwise provided in the Stipulation, (i) all rights of
Dow Chemical and Union Carbide to assert, file, or amend any
claims they may have against Lyondell or Equistar are preserved,
and (ii) all rights of the Debtors or their estates regarding any
claims asserted, filed, or amended by Dow Chemical or Union
Carbide are preserved.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LYONDELL CHEMICAL: Proposes to Reject Commercial Investment Leases
------------------------------------------------------------------
Lyondell Chemical Co. and its units seek the Court's authority to
reject 430 unexpired leases, effective as of March 31, 2010:

  * 351 lease agreements between Lyondell and Commercial
    Investment Trust; and

  * 79 lease agreements between Houston Refining and Commercial
    Investment Trust.

Full-text copies of the Lyondell CIT Leases and Houston CIT Leases
is available for free at:

  * http://bankrupt.com/misc/LyondellCITLeases
  * http://bankrupt.com/misc/Lyondell_HoustonCITLeases

Peter M. Friedman, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, explains that Lyondell and Houston Refining filed their
motions to reject separately, out of abundance of caution, and to
comply with Rule 6006(e) of the Federal Rules of Bankruptcy
Procedure.

Essentially, Lyondell and Houston Refining are parties to Leases
of copier equipment and their maintenance with CIT.  As part of
their broad-based evaluation of contracts during their Chapter 11
cases, the Debtors have found an alternative source for this
equipment on more favorable terms, Mr. Friedman says.
Accordingly, the Debtors need to reject the Leases to avoid the
incurrence of additional administrative expense liability and to
be relieved of a burdensome contract, he relates.  Moreover, the
Debtors believe that rejection of the Leases at this time will
enhance their efforts to reorganize successfully by reducing
their exposure to further administrative expenses on their
estates.  In addition, the Debtors believe that no third party
would be interested in taking an assignment of any of the Leases,
or that any other opportunity exists by which they could realize
value for their estates from these Leases.

Consistent with Section 362 of the Bankruptcy Code and any other
applicable law, to the extent that any of the Debtors have
deposited amounts with CIT as a security deposit, or if CIT owes
any of the Debtors any amount pursuant to the Leases or other
agreement between the same parties, the Debtors ask the Court to
prohibit CIT from offsetting or using the amounts from the
deposit, or other amount owed to the Debtors without further
Court order.

The Debtors further ask the Court to direct CIT to file a
consolidated proof of claim arising from the rejection of the
Leases on or before the first business day that is 30 days after
the date of entry of an order rejecting the Leases.  Without this
request, the Debtors may need to seek estimation of the amount of
CIT's rejection damages claims, Mr. Friedman points out.  He adds
that CIT will not be prejudiced by having to file a Rejection
Claim prior to March 31, 2010, because it will have the right to
amend its Rejection Claim for up to 30 days after the effective
date of the rejection of the leases, which is the same amount of
time provided under the Bar Date Order.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LYONDELL CHEMICAL: Settles Clean Up Dispute With U.S. Government
----------------------------------------------------------------
Lyondell Chemical Company and the U.S. government reached an
agreement in principle to settle the U.S. Govt.'s environmental
claims against Lyondell without going before a federal district
court, Bloomberg News reports, citing a person familiar with the
negotiations.  Bloomberg's source did not elaborate the details of
the settlement, saying that its terms have not been written.

The U.S. government has filed a civil lawsuit against Lyondell
asserting about $5 billion in clean up costs at some contaminated
sites at which it believes that Lyondell bears some
responsibility, Bloomberg relates.  The sites at issue are located
in Texas, Pennsylvania, California, Iowa, Maryland, Michigan, New
Jersey and Oklahoma, Bloomberg discloses.

Counsel to the U.S. Environmental Protection Agency and California
state agencies asked to have the dispute heard in the federal
district court, saying that Lyondell was trying to use the
bankruptcy court to get an order "discharging it from compliance
with federal environmental law," Bloomberg notes.  Lyondell and
its creditors however disagreed, arguing that the U.S.'s claims
for environmental costs are the same as other claims in a
bankruptcy, and should be discharged.  Lyondell also insisted that
it is not the current owner of the polluted sites to which the EPA
asserted a $5 billion claim for clean-up costs, Bloomberg adds.

Lyondell's Second Amended Plan of Reorganization provides for $250
million to be put to a trust to cover for these clean-up costs at
sites Lyondell says it does not own, Bloomberg states.

David Harpole, Lyondell's spokesperson stated that the company
continued to work toward a settlement with the EPA on the matter,
which covers a variety of environmental issues for legacy
properties, Bloomberg discloses.

Mr. Harpole was quoted as saying that Lyondell is in discussions
with the EPA over how much of the $250 million will be allocated
to a trust for cleaning up some of the contaminated sites for
which the EPA said Lyondell bears some responsibility.

In light of the parties' out-of-court settlement, Judge Alvin
Hellerstein of the U.S. District Court in Manhattan entered an
order on March 1, 2010, directing the Clerk of the District Court
to mark the civil action as closed and all pending motions denied
as moot.  However, Judge Hellerstein averred that if the
settlement is not consummated on or before April 30, 2010, or
within 60 days of the date of entry of the order, either party may
apply by letter within the 60-day period for restoration of the
civil action to the calendar of the District Court.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MAJESTIC LLC: Files for Chapter 11 in San Francisco
---------------------------------------------------
Majestic LLC filed a Chapter 11 petition March 9 in San Francisco,
California (Bankr. N.D. Calif. Case No. 10-30787).  Members of
Majestic LLC said in a resolution recommending the Chapter 11
filing that the hotel is "in serious financial condition and is
unable to continue without debt relief."

Majestic LLC owns the Hotel Majestic at 1500 Sutter Street in San
Francisco.  Built in 1904, the building survived the earthquake
and fire of 1906 and is the oldest continuously operating hotel in
San Francisco, according to the Web site.  The Chapter 11 petition
says that assets are between $1 million and $10 million and debts
are $10 million to $50 million.

Paul E. Manasian, Esq., at Manasian & Rougeau, LLP, represents the
Debtor.


MAJESTIC LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Majestic, LLC
           dba Hotel Majestic
        1500 Sutter Street
        San Francisco, CA 94109

Bankruptcy Case No.: 10-30787

Chapter 11 Petition Date: March 9, 2010

Type of Business: Majestic LLC owns the Hotel Majestic at 1500
                  Sutter Street in San Francisco.  Built in 1904,
                  the building survived the earthquake and fire of
                  1906 and is the oldest continuously operating
                  hotel in San Francisco.

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Paul E. Manasian, Esq.
                  Law Offices of Manasian and Rougeau
                  400 Montgomery St. #1000
                  San Francisco, CA 94104
                  Tel: (415) 291-8425
                  Email: manasian@mrlawsf.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $10,000,001 to $50,000,000

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Joseph Pinsonneault, managing member of
the Company.


METALS USA: Files Shelf Prospectus to Issue Common Shares
---------------------------------------------------------
Metals USA Holdings Corp. on Monday filed with the Securities and
Exchange Commission documents in connection with its plan to hold
an initial public offering of common stock, par value $0.01 per
share.  Metals USA has not indicated how many shares it would
issue.

Metals USA also said certain shareholders may sell Company shares
they held.  The shareholders are:

                                  Shares Held   Equity Interest
                                  -----------   ---------------
   Apollo Management V, L.P.       13,612,900         92.8%
   C. Lourenco Goncalves              650,275          4.4%
   Robert C. McPherson, III            78,375     Less than 1%
   John A. Hageman                     58,400     Less than 1%
   Roger Krohn                         74,425     Less than 1%
   Keith A. Koci                       20,240     Less than 1%
   David A. Martens                    20,914     Less than 1%
   William A. Smith, II                    --     Less than 1%
   Eric L. Press                       40,000     Less than 1%
   M. Ali Rashid                       40,000     Less than 1%
   Matthew R. Michelini                    --     Less than 1%
   John T. Baldwin                     32,000     Less than 1%
   All executive officers           1,067,229          7.2%
     and directors as
     a group (10 persons)

Metals USA will not receive any proceeds from the sale of shares
by the selling stockholders.

No later than 60 days following the Company's receipt of the
proceeds of the common stock offering, Metals USA will make an
offer to all holders of its senior floating rate toggle notes due
2012, including its affiliates, to repurchase the maximum
principal amount of the notes that may be purchased out of the net
proceeds of the offering.

Metals USA said if the net proceeds of common stock offering are
greater than the purchase price of the notes tendered by holders,
Metals USA will use the balance of the net proceeds, if any, for
general corporate purposes.

A full-text copy of AMENDMENT NO. 6 TO THE FORM S-1 REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 filed by Metals USA is
available at no charge at http://ResearchArchives.com/t/s?581a

                         About Metals USA

Based in Houston, Texas, Metals USA Holdings Corp. --
http://www.metalsusa.com/-- provides a wide range of products and
services in the heavy carbon steel, flat-rolled steel, non-ferrous
metals, and building products markets.

Metals USA reported $627.8 million in total assets and
$671.5 million in total liabilities, resulting to a stockholders'
deficit of $43.7 million as of December 31, 2009.

                           *     *     *

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Houston-based Metals USA Holdings Corp. and on its
wholly owned subsidiary, Metals USA Inc., to 'CCC+' from 'B-'.  At
the same time, S&P lowered its rating on the senior secured notes
and the senior unsecured pay-in-kind toggle notes to 'CCC-' from
'CCC'.

The recovery rating remains at '6' on these issues, indicating
negligible (0%-10%) recovery in the event of a payment default.
The outlook is negative.  All ratings are removed from
CreditWatch, where they were placed with negative implications on
March 18, 2009, due to the sharp deterioration in steel market
conditions in North America over the past several months and S&P's
expectation that operating conditions will remain challenging in
the near-term.


MGM MIRAGE: Moody's Lifts Probability of Default Rating to 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service upgraded MGM MIRAGE's Probability of
Default Rating to Caa2 from Caa3, and Corporate Family Rating to
Caa1 from Caa2.  Moody's also raised MGM's senior unsecured
ratings to Caa1 from Caa2, and senior subordinate ratings to Caa3
from Ca.  A B1 was assigned to MGM's proposed $845 million senior
secured notes due 2020.  The rating outlook is stable.

The upgrade reflects MGM's improved financial flexibility stemming
from lender approval to extend about 78% of its $5.6 billion
credit facility to February 2014 from October 2010.  The upgrade
also anticipates that the company will successfully complete its
proposed $845 million senior secured note offering.  The note
proceeds will be used to repay a portion of the bank loans
outstanding.  The note will besecured by the MGM Grand Las Vegas
and guaranteed by domestic subsidiaries.  Once the new notes are
issued, Moody's expects to raise MGM's Speculative Grade Liquidity
Rating to SGL-3 from SGL-4 to reflect the company's improved
liquidity profile.

"As a result of these actions, MGM's probability of default has
declined because the company is expected to have sufficient
revolver capacity to meet its 2010 debt maturities and a portion
of its 2011 funding needs," stated Peggy Holloway, Vice President
and Senior Credit Officer.  "Nevertheless, MGM's Caa2 Probability
of Default Rating acknowledges the company's high leverage --
debt/EBITDA is over 10 times -- and significant near-term
challenges," added Ms. Holloway.  "These near-term challenges
include a difficult operating environment in Las Vegas, a
potentially large guaranty funding for CityCenter, the need to
close CityCenter condominium sales to offset guaranty funding, and
over $1 billion of scheduled debt maturities in 2011."

The stable outlook anticipates that MGM will be able to address
its funding needs for 2011 through additional capital market
transactions, possible proceeds from the sale of its 50% interest
in The Borgata, and/or a partial initial public offering of its
Macau joint venture.

Ratings upgraded:

Mgm Mirage

  -- Corporate Family Rating to Caa1 from Caa2

  -- Probability of Default Rating to Caa2 from Caa3

  -- Senior unsecured notes to Caa1 (LGD 3, 42%) from Caa2 (LGD 3,
     40%)

  -- Senior subordinated to Caa3 (LGD 5, 85%) from Ca (LGD 5, 85%)

Mandalay Resort Group

  -- Senior unsecured notes to Caa1 (LGD 3, 42%) from Caa2 (LGD 3,
     40%)

  -- Senior subordinated to Caa3 (LGD 5, 85%) from Ca (LGD 5, 85%)

Ratings affirmed, assessments updated:

Mgm Mirage

  -- Senior secured notes at B1 (LGD 1, 3%) from B1 (LGD 1, 2%)

New rating assigned:

Mgm Mirage

  -- $845 million senior secured notes due 2020 at B1 (LGD 1, 3%)

The last rating action for MGM occurred on February 8, 2010 when
Moody's placed the company's ratings on review for possible
upgrade.

MGM MIRAGE owns and operates casino and hotel properties
throughout the US.  The company also has a 50% interest in
CityCenter Holdings, LLC, a mixed-use project on the Las Vegas
Strip and a 50% interest in MGM Grand Paradise Macau, a hotel-
casino resort in Macau S.A.R.  MGM generates approximately
$6.0 billion of net revenue annually.


MGM MIRAGE: S&P Assigns 'B' Rating on $845 Mil. Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Las Vegas-based MGM MIRAGE's proposed
$845 million senior secured notes due 2020.  The notes were rated
'B' (two notches higher than the 'CCC+' corporate credit rating on
the company) with a recovery rating of '1', indicating S&P's
expectation of very high (90% to 100%) recovery for noteholders in
the event of a payment default.  The company plans to use proceeds
from the proposed offering to repay a portion of its credit
facilities in connection with the recently executed amendment.

At the same time, S&P affirmed all of its existing ratings on MGM
MIRAGE, including the 'CCC+' corporate credit rating.  The rating
outlook is developing.

"The 'CCC+ corporate credit rating reflects MGM MIRAGE's
significant debt burden, S&P's expectation for continued declines
in cash flow generation in 2010, and the company's tight liquidity
position," said Standard & Poor's credit analyst Ben Bubeck.

While MGM MIRAGE maintains a leading presence on the Las Vegas
Strip, S&P believes that 2010 will be another difficult year for
the Strip.  The company's ability to weather the current downturn
and to continue to service its intermediate-term debt obligations
relies on continued progress toward addressing its challenging
debt maturity schedule, as well as a substantial rebound in cash
flow generation, which S&P believes is unlikely until at least
2011.

"The proposed notes offering, in conjunction with the recently
executed amendment to the company's credit facilities, improves
MGM MIRAGE's ability to weather the current downturn by
alleviating a substantial level of debt maturities that it faces
over the next several quarters; however, credit measures remain at
very weak levels," said Mr. Bubeck.

The company also continues to face approximately $1.7 billion of
debt maturities in 2011, including the non-extending bank debt, as
well as two bonds due next year.  Furthermore, the maturity of
approximately $3.6 billion of loans and lending commitments will
be extended to February 2014 only after the $1.2 billion owed to
non-extending lenders has been repaid.


MISSISSIPPI RIVER: Gets Interim Okay to Obtain DIP Financing
------------------------------------------------------------
Mississippi River Corporation sought and obtained interim
authorization from the Hon. John E. Hoffman, Jr. of the U.S.
Bankruptcy Court for the Southern District of Ohio to obtain
postpetition secured financing from Supplier Finance Company and
use cash collateral.

The DIP lender has committed to provide up to $7.1 million
principal amount, including an amortizing term loan of $3,100,000
and a revolving credit facility of $4,000,000.  The Term Loan will
be used exclusively to "roll-up" a portion of Debtor's existing
pre-petition senior secured credit facility.  Advances under the
Term Loan and the Working Line are conditioned on certain
conditions being satisfied.

Richard K. Stovall, Esq., at Allen Kuehnle Stovall & Neuman LLP,
the attorney for the Debtor, explains that the Debtor needs the
money to fund its Chapter 11 case, pay suppliers and other
parties.

The DIP facility will mature 12 months from closing.  The
DIP facility will incur interest at 11% per annum, compounded
monthly.  In the event of default, at the option of Lender,
interest will be 16% per annum, compounded monthly.

All obligations of Debtor under the DIP Facility are secured by a
first priority, perfected, priming lien on and security interest
in, substantially all of the assets of Debtor.

The DIP lien is subject to a carve-out, which includes
(i) $100,000 for Debtor's counsel fees and expenses post-default,
plus any pre-default fees and expenses incurred but unpaid,
(ii) $25,000 for any Creditors' Committee counsel fees and
expenses postdefault, plus any pre-default fees and expenses
incurred but unpaid, (iii) $15,000 for Debtor's financial
professionals' fees and expenses post-default, plus any pre-
default fees and expenses incurred but unpaid, and (iv) fees of
the U.S. Trustee and the Clerk of the Bankruptcy Court.

The Debtor is required to pay a host of fees to the Lender,
including an administrative fee of $1500 per month; field
examination fee equal to all reasonable out of pocket fees,
expenses and charges of third party appraisers and professionals
employed by Lender to review, audit and appraise the collateral
plus reimbursement to Lender of its attorneys fees and expenses.

A copy of the DIP financing agreement is available for free at:

http://bankrupt.com/misc/MISSISSIPPI_RIVER_dipfinancingpact.pdf

Mr. Stovall said that the Debtors will also use the cash
collateral to provide additional liquidity.

The Court has set a final hearing for March 15, 2010, at
2:00 p.m., Eastern Time, on the Debtors' request to obtain DIP
financing and use cash collateral.

Columbus, Ohio-based Mississippi River Corporation -- dba MRC,
NAPCO, and North American Paper Company -- filed for Chapter 11
bankruptcy protection on February 16, 2010 (Bankr. S.D. Ohio Case
No. 10-51480).  Richard K. Stovall, Esq., who has an office in
Columbus, Ohio, assists the Company in its restructuring effort.
The Company listed $1,000,001 to $10,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


MOMENTIVE PERFORMANCE: Narrows Net Loss to $41.8-Mil. for 2009
--------------------------------------------------------------
Momentive Performance Materials Inc. has released its annual
results, reporting a net loss of $41.8 million in the year ended
Dec. 31, 2009, compared to net loss of $997.1 million in 2008.
The Company reported net sales of $2.083 billion compared to
$2.639 billion in the fiscal year ended December 31, 2008, a
decrease of 21.1%.

The Company Adjusted EBITDA of $283.9 million for 2009 compared to
Adjusted EBITDA of $377.1 million in 2008, a decrease of 24.7%.
The Company says operating income was $40.3 million versus an
operating loss of $836.6 million in 2008.

"Although the global recession significantly affected our full
year 2009 results, we are pleased to report another quarter of
modest sequential improvement with fourth quarter Sales and
Adjusted EBITDA in line with our prior guidance," said Jonathan
Rich, President and CEO.  He added, "So far in the first quarter
of 2010, we've continued to see modest improvement in average
daily order rates.  In 2010, we will continue to focus on growing
our specialties silicones business, expanding in emerging markets
and controlling costs."

A full-text copy of the Company's statement on its 2009 results
http://ResearchArchives.com/t/s?581d

                     About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

As of June 28, 2009, Momentive had $3.41 billion in total assets
on $3.96 billion in total liabilities, resulting in $551.8 billion
in stockholders' deficit.

The Troubled Company Reporter said September 28, 2009, that
Standard & Poor's Ratings Services placed all its ratings on
Momentive Performance Materials and its subsidiaries on
CreditWatch with positive implications, including the 'CCC-'
corporate credit rating on Momentive Performance Materials.  S&P
believes it is likely that the waiver, together with improving
operating performance, significantly reduces the likelihood of a
near-term covenant breach.  Quarterly EBITDA has been climbing
steadily since reaching a low of about $15 million (as calculated
for bank covenant purposes) in the first quarter of 2009.  It was
$64 million in the second quarter, and management expects it to be
between $84 million and $94 million in the third quarter.


MONTGOMERY REALTY: Has Confirmation Trial Schedule
--------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California approved certain procedures in
relation to Montgomery Realty Group Inc.'s Plan confirmation
hearing.

Premised upon the consent of the Debtor and of Bank of America,
N.A. as Trustee for the Registered Certificate Holders of GMAC
Commercial Mortgage Securities, Inc. Mortgage Pass Through
Certificate Series 1999-WF2, acting through Capmark Financial,
Inc. and John Yee, the procedures include, among other things:

1. The Debtor will submit its expert witness reports to the
objectors not later than March 17, 2010.  To the extent not
included in the expert witness reports, the balance of the
documents and information; will be produced by the close of
business on March 19, 2010.  The Debtor will thereafter make its
expert witnesses available to be deposed by the objectors in the
week of March 22, 2010.

2. All discovery of every type whatsoever will be completed not
later than March 26, 2010.  The Confirmation Trial is set for
April 12 and April 13, 2010, commencing at 9:30 a.m. on each date.
The final hearing on John Yee's motion for relief from stay will
coincide with the confirmation trial.  No separate or additional
pleadings need be filed in connection with the final hearing.

3. Not later than April 2, 2010, the Debtor and the objectors will
file with the Court and serve upon each other trial briefs and
witness lists.

As reported in the Troubled Company Reporter on November 10, 2009,
the Court preliminarily approved the disclosure statement with
respect to Montgomery Realty Group Inc.'s amended Chapter 11 plan
of reorganization dated October 19, 2009, subject to
reconsideration at the confirmation hearing.

Full-text copies of the Chapter 11 Plan and disclosure statement
is available for free at:

     http://bankrupt.com/misc/montgomery.Chapter11plan.pdf
     http://bankrupt.com/misc/montgomery.DS.pdf

                     About Montgomery Realty

Based in San Francisco, Montgomery Realty Group, Inc. filed for
Chapter 11 relief on July 6, 2009 (Bankr. C.D. Calif. Case No.
09-31879.  Montgomery leases and operates improved properties.
Michael St. James, Esq., at St. James Law, represents the Debtor
as counsel.  When the Debtor filed for protection from its
creditors, it listed total assets of between $10 million and
$50 million each in assets and debts.


MOVIE GALLERY: To Close Three Store Locations in Tuscaloosa
-----------------------------------------------------------
Patrick Rupinski at Tuscaloosa News says Movie Gallery said is
planning to close three stores in Tuscaloosa as part of its
bankruptcy reorganization.  The stores that will close are 1430
10th Ave. in Tuscaloosa; 12 McFarland Blvd., next to the Winn-
Dixie Supermarket; and 5550 McFarland Blvd., near the Walmart
Supercenter.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.


MOVIE GALLERY: Creditors Committee Wants Hunton as Local Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Movie Gallery
Inc.'s cases seeks the Court's authority to retain Hunton &
Williams LLP, in Richmond, Virginia, as its local counsel
effective as of February 11, 2010.

John Roussey, co-chair of the Creditors Committee and a
representative of Universal Studios Home Entertainment, tells the
Court that the Creditors Committee seeks to retain Hunton based
on the Firm's extensive experience and recognized expertise in
the representation of creditors committees.  The Firm is also
well versed in the local rules and local practice expectations
and it has the requisite abilities to represent the Committee
properly in the Debtors' Chapter 11 cases, he adds.

As its local counsel, the Creditors Committee anticipates Hunton
to assist, advise and represent the Creditors Committee in:

(a) it's consultations with the Debtors regarding the
     administration of the Chapter 11 cases;

(b) it's analysis of the Debtors' assets and liabilities,
     the investigation of the extent and validity of liens and
     participate in and reviewing any proposed asset sales, any
     asset dispositions, financing arrangements and cash
     collateral stipulations in connection with the
     proceedings;

(c) any manner relevant to the review and determination of
     the Debtors' rights and obligations under the leases and
     other executory contracts;

(d) the investigation of the acts, conduct, assets, liabilities
     and financial condition of the Debtors, the Debtors'
     operations and the desirability of the continuance of any
     portion of those operations, and any other matters
     relevant to these cases or to the formation of a plan;

(e) it's participation in the negotiation, formulation and
     drafting of a plan of liquidation or reorganization;

(f) issues concerning the appointment of a trustee or
     examiner under Section 1104;

(g) understanding its powers and its duties under the
     Bankruptcy Code and the Bankruptcy Rules and in performing
     other services as are in the interests of those
     represented by the Committee; and

(h) the evaluation of claims and on any litigation matters,
     including avoidance actions.

Mr. Roussey asks the Court that for its services, Hunton be paid
based on its hourly rates plus reimbursement of all actual out-
of-pocket expenses incurred by Hunton on behalf of the Creditors
Committee.

Hunton's hourly rates are:

Professional                         Hourly Rate
------------                         -----------
Partners                             $475 to 735
Counsel                              $260 to 575
Paralegal                            $135 to 250

Tyler P. Brown, Esq., a partner at Hunton, assures the Court that
his firm has no connection with the Creditors Committee, the
Debtors, their creditors, the U.S. Trustee or any other entity
having actual or potential interest the Debtors' Chapter 11
cases.  Furthermore, Hunton does not represent and will not
represent, during the pendency of its representation of the
Creditors' Committee, any other entity having an adverse interest
in connection of the Chapter 11 cases, he states.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc. is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes Movie Gallery
Bankruptcy News.  The newsletter tracks the Chapter
11 proceeding undertaken by Movie Gallery Inc. and affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


NATURAL PRODUCTS: U.S. Trustee Wants Blackstone Disclosure
----------------------------------------------------------
Law360 reports that Blackstone Advisory Partners, proposed
financial adviser of Natural Products Group LLC, is facing
resistance from the U.S. trustee overseeing the case in light of
its refusal to release the names of certain investors who may pose
conflicts of interest.

Wilmington, Delaware-based Natural Products Group, LLC, filed for
Chapter 11 bankruptcy protection on January 27, 2010 (Bankr. D.
Delaware Case No. 10-10239).  Eric Michael Sutty, Esq.; Jeffrey M.
Schlerf, Esq.; and John H. Strock, III, Esq., at Fox Rothschild
LLP, assist the Company in its restructuring effort.  The Company
listed $100,000,001 to $500,000,000 in assets and $500,000,001 to
$1,000,000,000 in liabilities.

The Company's affiliates -- Arbonne Intermerdiate Holdco, Inc.;
Levlad Intermediate Holdco, Inc.; Arbonne International, LLC;
Levlad, LLC; Arbonne Institute of Research and Development, LLC;
Arbonne International Holdings, Inc.; and Arbonne International
Distribution, Inc. -- filed separate Chapter 11 bankruptcy
petitions.


NAVISTAR INTERNATIONAL: Moody's Maintains 'B1' Long-Term Rating
---------------------------------------------------------------
Moody's Investors Service is maintaining its B1 long-term rating,
SGL-2 Speculative Grade Liquidity rating and stable outlook for
Navistar International Corporation following the announcement that
GE Capital will become the preferred provider of retail financing
in support of Navistar's truck and bus sales in the US.  This
agreement, which takes effect immediately, has potentially
beneficial elements for Navistar.  The chief benefit is that
Navistar's captive finance operation, Navistar Financial
Corporation, should be relieved of the capital and liquidity
burden necessary to support new retail and lease originations.  In
addition, GE Capital's stronger balance sheet and superior capital
market access relative to that of NFC, should improve the
availability of the financing that can be offered to retail
purchasers of Navistar equipment.  Although this agreement signals
NFC's retreat from providing retail and lease financing in the
future, the company will continue to provide wholesale financing
to its dealer network.

The last rating action on Navistar was an assignment of a B1
Corporate Family Rating on October 21, 2009.

Navistar, based in Warrenville, IL, manufactures commercial
trucks, buses, military vehicles, chassis for motor homes and step
vans, and diesel engines.  It is the leading manufacturer of
medium- and heavy-duty trucks and school buses in North America.


NETBANK INC: $2.9 Mil. Payment to Ex-CEO Wasn't a Preference
------------------------------------------------------------
WestLaw reports that a bankruptcy judge in Florida held that, in
order for the trustee to take advantage of the longer, one-year
"lookback" period for avoidance of transfers that prefer insiders
of the debtor, it is not enough that the transferee was an insider
at the time he arranged for the transfer to be made.  Rather, the
transferee must be an "insider" on the exact date of the transfer,
as dictated by the plain language of the preference provision.
Thus, allegations in an estate representative's complaint, that
"on or about" the time of the transferee's resignation as chief
executive officer, chairman of the board, and director of the
debtor-corporation, more than 90 days but less than one year prior
to commencement of the debtor's Chapter 11 case, the transferee
had received a $2.9 million payment from the debtor, were
insufficient to state a claim for avoidance of the payment as an
insider preference.  In re NetBank, Inc., --- B.R. ----, 2010 WL
710677 (Bankr. M.D. F! la.).

Clifford Zucker, in his capacity as the Liquidating Supervisor for
NetBank, Inc., sued (Bankr. M.D. Fla. Adv. Pro. No. 09-00452)
NetBank's ex-CEO Douglas K. Freeman to avoid and recover payments
made under a separation agreement that terminated Mr. Freeman's
employment agreement.  Because the payment was made more than 90
days prior to NetBank's bankruptcy filing, the Honorable Jerry A.
Funk dismissed Mr. Zucker's complaint.  Judge Funk says that
dismissal, however, is without prejudice to Mr. Zucker filing an
amended complaint that alleges facts, which, if proven, would
establish that at the time of the payment Mr. Freeman wielded
sufficient control over NetBank such that he was an insider.

Raye Curry Elliott, Esq., at Akerman Senterfitt in Jacksonville,
Fla., represents Mr. Freeman.

                       About NetBank Inc.

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. did
retail banking, mortgage banking, business finance, and provided
ATM and merchant processing services.

The Company filed for chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP, represents the Debtor.  The U.S. Trustee for
Region 21 appointed six creditors to serve on an Official
Committee of Unsecured Creditors of the Debtor's case.  Rogers
Towers, Esq. at Kilpatrick Stockton LLP, represented the Committee
in this case.

Clifford Zucker serves as the Liquidating Supervisor for NetBank
under the terms of a Second Amended Liquidating Plan confirmed in
Sept. 2008, and is represented by Michael D. Langford, Esq., and
Shane G. Ramsey, Esq., at Kilpatrick Stockton LLP in Atlanta, Ga.

As of Sept. 25, 2007, the Debtor reported total assets of
$87,213,942 and total debts of $42,245,857.  As of August 31,
2008, NetBank, Inc., had total assets of $13,807,207 and total
liabilities of $34,607,868.


NEW HAMPSTEAD DEVELOPER: Case Summary & 4 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: New Hampstead Developer, LLC
        2702 Whatley Avenue, Suite A-1
        Savannah, GA 31404

Bankruptcy Case No.: 10-40534

Chapter 11 Petition Date: March 9, 2010

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: James L. Drake, Jr., Esq.
                  P.O. Box 9945
                  Savannah, GA 31412
                  Tel: (912) 790-1533
                  Email: jdrake7@bellsouth.net

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A full-text copy of the Debtor's petition, including a list of its
4 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/gasb10-40534.pdf

The petition was signed by Steve Hall, manager of the Company.


NORTH LOUISIANA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: North Louisiana Motor Speedway, LLC
        1850 Frontage Road
        Monroe, LA 71201

Bankruptcy Case No.: 10-30427

Chapter 11 Petition Date: March 9, 2010

Court: United States Bankruptcy Court
       Western District of Louisiana (Monroe)

Debtor's Counsel: Bradley L. Drell, Esq.
                  POB 6118
                  Alexandria, LA 71307-6118
                  Tel: (318) 445-6471
                  Email: bdrell@goldweems.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $500,001 to $1,000,000

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Gus Campbell.


NUTRACEA: Wants to Have Until June 8 to Propose a Chapter 11 Plan
-----------------------------------------------------------------
NutraCea, a California corporation, asks the U.S. Bankruptcy Court
for the District of Arizona to extend its exclusive periods to
propose and solicit acceptances of a proposed Chapter 11 plan
until June 8, 2010, and August 9, 2010, respectively.

The Debtor relates it needs additional time to develop and
implement a viable exit strategy, and to draft a plan of
reorganization.

NutraCea is a world leader in production and utilization of
stabilized rice bran.  NutraCea holds many patents for stabilized
rice bran (SRB) production technology and proprietary products
derived from SRB.  NutraCea's proprietary technology enables the
creation of food and nutrition products to be unlocked from rice
bran, normally a waste by-product of standard rice processing.

Phoenix, Arizona-based Nutracea, a California corporation, filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
D. Ariz. Case No. 09-28817).  S. Cary Forrester, Esq., at
Forrester & Worth, PLLC, assists the Company in its restructuring
effort.  The Company listed $50,000,001 to $100,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


PAETEC HOLDING: Acquires US Energy, Names Butler as Pres. & CEO
---------------------------------------------------------------
PAETEC Holding Corp. has acquired U.S. Energy Partners LLC.

In connection with this acquisition, and effective as of March 2,
2010, Edward J. Butler, Jr., who has served as the Company's
Executive Vice President and Chief Operating Officer, has been
appointed to act as president and chief executive officer of the
Company's energy-related business.

Also effective as of March 2, 2010, Mr. Butler has ceased to
act as the Company's principal operating officer.  Mr. Butler's
primary responsibilities in his former role will be reassigned
to various senior officers of the Company.  The Company does not
currently intend to appoint a new principal operating officer.

                     About PAETEC Holding

PAETEC Holding Corp., through its subsidiaries, provides
integrated communications services, including local and long
distance voice, data, and broadband Internet access services,
primarily to business and institutional customers.  On February 8,
2008, PAETEC Holding completed its combination by merger with
McLeodUSA Incorporated, which became a wholly owned subsidiary of
PAETEC Holding upon completion of the merger.

As of June 30, 2009, PAETEC had in service 223,311 digital T1
transmission lines, which represented the equivalent of 5,359,464
access lines, for over 47,000 business customers in a service area
encompassing 82 of the country's top 100 metropolitan statistical
areas.

At September 30, 2009, the Company had $1.44 billion in total
assets against $1.25 billion in total liabilities.

Effective on June 1, 2009, the Company entered into a Second
Amendment and Waiver to its Credit Agreement with its lenders
which amends the Credit Agreement, dated as of February 28, 2007,
and amended as of June 27, 2007.  The Amendment grants the Company
the right, at its option and subject to specified conditions,
voluntarily to prepay term loans outstanding under its term loan
facilities at any time and from time to time during a period
beginning on the effective date of the Amendment and ending 18
months after such effective date.  The total cash payments to be
made by the Company in connection with such voluntary prepayments
may not exceed $100,000,000, excluding amounts applied to the
payment of accrued and unpaid interest and fees.

The Amendment also modifies some of the restrictive covenants in
the Credit Agreement primarily to permit the Company to issue
senior secured notes and to allow the Company and its subsidiaries
to incur indebtedness and related obligations under such notes if
specified conditions are satisfied.

                         *     *     *

As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services assigned PAETEC Holding's
proposed senior secured notes due 2017 an issue-level rating of
'B' (the same as the corporate credit rating) with a recovery
rating of '3', indicating expectations for meaningful (50%-70%)
recovery in the event of payment default.  At the same time, S&P
affirmed all other ratings on PAETEC, including the 'B' corporate
credit rating.  The outlook is stable.

Moody's Investors Service assigned a B1 rating to the senior
secured note issuance.  Moody's affirmed all other ratings,
including the SGL-1 liquidity rating.  The rating outlook remains
stable.


PARKER DRILLING: Moody's Affirms 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Parker Drilling Company's B1
Corporate Family Rating and Probability of Default Rating and at
the same time assigned a B1 (LGD 4, 51%) rating to Parker's
proposed $300 million senior unsecured notes offering.  The rating
outlook is stable.  Proceeds from the new notes offering will be
used to fund a tender offer for its $225 million senior notes due
2013, reduce revolver drawings and for general corporate purposes.

In accordance with Moody's Loss Given Default Methodology,
Parker's proposed senior unsecured notes are rated B1 with a LGD
assessment of LGD 4.  The notes are rated at the same level as the
B1 Corporate Family Rating, based on the expectation that Parker's
convertible notes due 2012 (not rated) will be stripped of all
subsidiary guarantees.  While the notes are contractually
subordinated to the company's secured bank credit facility, they
will benefit from guarantees from all of Parker's domestic
operating subsidiaries, including its Alaska rigs.  However,
Moody's note that the notes are not guaranteed by Parker's
subsidiaries generating revenue primarily outside of the U.S., and
as such, the notes will be effectively subordinated to the
liabilities of these subsidiaries.  The non-guarantor subsidiaries
house Parker's international rigs.  While the non-guarantor
subsidiaries accounted for over half of Parker's total assets at
December 31, 2009, and its EBITDA in 2009, there is currently no
debt at these entities and none expected over the near to medium
term.

The affirmation of the B1 Corporate Family Rating reflects
Parker's enhanced liquidity profile during a period of cyclical
weakness and high capital spending.  The proposed notes will
improve the company's debt maturity profile, increase revolver
capacity and result in pro forma cash balances of approximately
$126 million, as of December 31, 2009.  The ratings are further
supported by the company's long operating history and strong niche
market position in drilling in deep and difficult formations, its
geographic diversification, and the modest cash flow
diversification provided from its rental tools and project
management businesses.

The oilfield services and drilling sector is currently in the
midst of a cyclical downturn, which Moody's believes could last
throughout 2010.  Parker's U.S. barge business, in particular,
continues to face a secular decline in drilling activity in the
shallow water U.S. Gulf of Mexico and very weak earnings.  Moody's
notes that with over half of Parker's EBITDA derived from
international markets, the company's geographic diversification
helps to modestly alleviate inherent sector cyclicality.
Nevertheless, Parker faces substantial contract renewal risk
during 2010, with a number of its international rigs facing
contract expirations during the year, which could pressure
utilization levels and dayrates.

Parker has an aggressive capital spending program, which has
outstripped operating cash flow and is expected to continue to be
a significant use of cash flow in 2010.  Capital spending in 2010
is expected to be between $150 to $175 million, as the company
completes its two Alaskan newbuilds.  The company's capital
spending program, along with cyclically weak earnings, has
pressured its financial leverage levels.  Parker's pro forma run
rate debt/EBITDA (as adjusted) was approximately 3.8x, based on
annualized fourth quarter 2009 EBITDA, as compared to 1.8x in
2008.  While Moody's believe the company's leverage profile could
remain in this range over the near-term as a result of expected
continued sector softness and contract rollover, Moody's do not
expect it will increase to a level to pressure the ratings.

The current ratings have minimal flexibility for materially
increased leverage given the inherent cyclicality of the contract
drilling industry and the substantial risk associated with the
concentration of Parker's operations in challenging political and
fiscal environments.  Sustained higher financial leverage (greater
than 4.0x debt/EBITDA), poor liquidity, inability for its
international earnings to sufficiently offset weakness in its U.S.
barge business or significant delays or costs overruns in the
company's newbuild program could negatively pressure the ratings.

The last rating action on Parker was on May 22, 2008, when Moody's
upgraded Parker's Corporate Family and Probability of Default
Ratings from B2 to B1.

Parker Drilling Company is headquartered in Houston, Texas.


PATRICK GUIRY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Patrick R. Guiry
        7276 W Walker Dr
        Littleton, CO 80123-3021

Bankruptcy Case No.: 10-14829

Chapter 11 Petition Date: March 9, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Debtor's Counsel: Kenneth J. Buechler, Esq.
                  1828 Clarkson St., Ste. 200
                  Denver, CO 80218
                  Tel: (720) 381-0045
                  Fax: (720) 381-0392
                  Email: ken@kjblawoffice.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

According to the schedules, the Company has assets of $1,405,750,
and total debts of $5,971,219.

A full-text copy of Mr. Guiry's petition, including a list of his
20 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cob10-14829.pdf

The petition was signed by Mr. Guiry.


PENTON MEDIA: Emerges From Chapter 11 Reorganization
----------------------------------------------------
Penton Media's "pre-packaged" plan of reorganization, which was
confirmed by the U.S. Bankruptcy Court for the Southern District
of New York on Friday, March 8, has become effective, and the
Company has officially emerged from Chapter 11.  Penton completed
this capital restructuring in less than thirty days.

The capital restructuring resulted in the elimination of more than
$270 million of long-term debt and an extension of the maturity on
the Company's senior secured credit facility through 2014.  In
addition, certain of Penton's existing shareholders made a
significant new investment in the Company, which will provide
additional working capital to fund operations and improve Penton's
overall liquidity.

                       About Penton Media

As a leading, independent, business-to-business media company,
Penton -- http://www.penton.com/-- knows business and how to
create and disseminate the vital content that moves markets.
Penton serves the information needs of more than six million
business professionals every month in industries ranging from
Agriculture and Aviation to Electronics, Natural Products, and
Information Technology.  Headquartered in New York City, the
privately held company is owned by MidOcean Partners and U.S.
Equity Partners II, an investment fund sponsored by Wasserstein &
Co., LP, and its co-investors.

Penton Media and its operating subsidiaries filed voluntary
petitions to restructure under Chapter 11 of the U.S. Bankruptcy
Code on Feb. 10, 2010 (Bankr. S.D.N.Y. Case No. 10-10689).

Attorneys at Jones Day serve as bankruptcy counsel.  Kurtzman
Carson Consultants LLC serves as claims and notice agent.  The
petition says that assets are $500 million to $1 billion while
debts exceed $1 billion.


PLAINS EXPLORATION: S&P Gives Negative Outlook; Keeps 'BB' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Plains
Exploration & Production Co. to negative from stable.  At the same
time, S&P affirmed its 'BB' corporate credit rating on the
company.

Houston-based PXP has $2.6 billion in book debt about $2.9 billion
when including Standard & Poor's analytical adjustments for
operating leases and asset retirement obligations.

"The outlook revision reflects Standard & Poor's concerns about
PXP's increased financial leverage associated with its aggressive
growth plans," said Standard & Poor's credit analyst Lawrence
Wilkinson.  Over the past several years, PXP has pursued a number
of capital-intensive projects that have enabled the company to
raise its annual production goals by 50% (from an annual growth
target of 10% to 15%) and reaffirm its annual reserve growth
target of 20%.  To meet these goals, management anticipates annual
capital spending of approximately $1.2 billion for the next
several years.  In S&P's view, such spending is likely to outpace
operational cash flow in the near term, necessitating external
financing.

The ratings on Plains Exploration & Production Co. reflect its
participation in the highly cyclical exploration and production
segment of the oil and gas industry, aggressive capital spending,
and its high degree of acquisitions and divestitures over the last
few years.  Ratings also incorporate PXP's midsize and
geographically diversified oil and gas reserve base, hedge
protection in 2010, and a strengthened liquidity position
following several capital market transactions during 2009.

The negative outlook reflects PXP's elevated leverage and S&P's
concerns about the company's increased use of debt to fund its
ambitious growth objectives.  At S&P's current ratings and
outlook, S&P could tolerate a few quarters of continued credit
metric weakness.  S&P would consider lowering the rating if the
company were to increase debt materially (greater than
$300 million) from current levels.  Alternatively, S&P could
revise the outlook to stable if the company is able to sustain a
midcycle debt to EBITDAX ratio of less than 3.25x under Standard &
Poor's long-term pricing assumptions.


PNG VENTURES: Files Modifications to Reorganization Plan
--------------------------------------------------------
PNG Ventures, Inc., et al., filed with the U.S. Bankruptcy Court
for the District of Delaware proposed modifications to their first
amended Plan of Reorganization.

The Debtors related that their counsel received informal comments
and potential objections from the Securities and Exchange
Commission to the third party release provisions, and through
negotiations, the Debtors agreed to modify the provisions to
narrow its scope.

A full-text copy of the Plan modifications is available for free
at http://bankrupt.com/misc/PNGVENTURES_planmodifications.pdf

PNG Ventures, Inc., produces, distributes, and sells liquefied
natural gas to customers within the transportation, industrial,
and municipal markets in the western United States and parts of
Mexico.  The Company sells substantially all of its LNG to fleet
customers, who typically own and operate their fueling stations.
The Company also sells a small volume of LNG to customers for non-
vehicle use.  The Company owns one public LNG fueling station from
which it sells LNG to numerous parties.  The Company produces LNG
at its liquefaction plant in Arizona, but also purchases, from
time to time, LNG supplies from third parties, typically on spot
contracts.  The Company sells LNG principally through supply
contracts that are normally on an index-plus basis, although it
also occasionally enters into fixed-price contracts.

The Company is headquartered in Dallas, Texas.  The LNG business
conducts its operations principally in Arizona and California.
Through the Company's LNG business, the Company offers turnkey
fuel solutions to its customers, including clean LNG fuel (99%
methane gas) and delivery, equipment storage, fuel dispensing
equipment and fuel loading facilities.

PNG Ventures and its affiliates filed for Chapter 11 on
September 10, 2009 (Bankr. D. Del. Case No. 09-13162).  Attorneys
at Fox Rothschild LLP represent the Debtors in their restructuring
effort.  Logan & Co. serves as claims and notice agent.


PNM RESOURCES: Moody's Changes Outlook on 'Ba2' Rating to Stable
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of PNM
Resources, Inc. (senior unsecured Ba2) and its subsidiaries Public
Service Company of New Mexico (senior unsecured Baa3) and Texas-
New Mexico Power Company (senior unsecured Baa3), to stable from
negative.  In addition Moody's upgraded the senior secured
obligations of TNMP to Baa1 from Baa2 and withdrew the (P) B1
rating assigned to a PNMR shelf registration for preferred stock
that has expired.  All other ratings of PNMR, PNM (including the
Baa1 rating assigned to its $65 million secured pollution control
revenue bonds), and TNMP are affirmed.

"The stable outlook for PNMR, PNM and TNMP considers the
companies' improved financial and operating performance, including
its progress on debt reduction and success in achieving regulatory
outcomes that are reasonably supportive of credit quality," said
Laura Schumacher, Vice President/Senior Analyst.  "As a result,
assuming a continued focus on efficient utility operations,
Moody's anticipate the companies will be able to sustain financial
credit metrics within the ranges appropriate for their ratings and
risk profiles." The stable outlook also considers improvement in
the liquidity profile of TNMP.

The upgrade of secured debt at TNMP follows Moody's August 2009
upgrade of the majority of its senior secured debt ratings of
investment grade regulated utilities by one notch.  Issuers with
negative outlooks were excluded from the August upgrade.

During 2009, PNMR's total consolidated debt burden was reduced by
about $560 million.  While the majority of this reduction came as
result of PNM's sale of its gas utility assets, which generated
cash proceeds of approximately $525 million after tax, improved
performance by PNMR's unregulated retail energy provider in Texas
also contributed to a reduction in parent level debt of about
$270 million.  Improved cash flow at PNM comes in part as a result
of an emergency fuel cost recovery mechanism put in place in 2008,
along with a 2009 rate increase and approval of a more permanent
fuel cost recovery mechanism.

TNMP's cash flow improved, in part, as a result of its 2009 rate
increase that was calculated based on among other things, actual
interest expense resulting from its 2009 refinancing; as part of
this decision the utility received authorization for formulaic
rate making for transmission investment.  The execution of a
separate $75 million secured credit facility at TNMP significantly
improved the utility's liquidity profile.

Going forward, Moody's expect PNM and TNMP to demonstrate credit
metrics that are appropriate for utilities rated at the lower end
of the Baa rating range indicated in Moody's August 2009 Rating
Methodology for Regulated Electric and Gas Utilities.  For
example, Moody's anticipate the utilities' ratios of cash flow
excluding the impact of working capital changes to debt to remain
in the low to mid teens, with the potential for further
improvement dependent on additional regulatory support.

While PNMR may demonstrate metrics similar to those of PNM and
TNMP, its rating reflects the additional volatility of its
unregulated businesses as well as the still significant amount of
parent company leverage.

Moody's last rating action for TNMP occurred March 16, 2009, when
a senior secured rating was assigned.

Moody's last rating actions for PNMR, PNM and TNMP occurred
March 4, 2009, when the ratings were affirmed and the outlooks
remained negative after those of PNMR and PNM were changed on
April 25, 2008.

Headquartered in Albuquerque, New Mexico, PNMR is a holding
company which has as its primary subsidiaries, PNM, TNMP and First
Choice Power, a Texas retail energy provider.  PNMR also owns a
50% interest in Optim Energy, through which PNMR conducts
unregulated energy operations primarily within the Electric
Reliability Council of Texas.


PREMIUM PROTEIN: Hastings Eyes to Acquire Plant Facilities
----------------------------------------------------------
According to BusinessWeek, Hastings Acquisition said it plans to
acquire Premium Protein Product's operations in Lincoln and
Hastings.  Hastings Acquisition said it is paying for the Hastings
plant for $3.2 million and has an option to buy the Lincoln
facility for $700,000.

Premium Protein Products, LLC, is an operator of slaughtering and
fabrication operations in Nebraska.  Premium Protein filed for
Chapter 11 bankruptcy protection on November 10, 2009 (Bankr. D.
Neb. Case No. 09-43291).  Robert V. Ginn, Esq., at Blackwell
Sanders Peper Martin LLP, assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


PRIME GROUP: Halts Series B Preferred Dividends; Reviews Options
----------------------------------------------------------------
Prime Group Realty Trust said Wednesday its Board of Trustees
determined not to declare a quarterly distribution on its Series B
Preferred Shares for the first quarter of 2010, and that the Board
is unable to determine when the Company might recommence
distributions on the Series B Preferred Shares.  The Board is also
in the process of considering various financing, capitalization,
asset sales and other alternatives for the Company.

The Board's decision was based on the Company's current capital
resources and liquidity needs and the overall negative state of
the economy and capital markets.  The Board intends to review the
suspension of the Series B Preferred distributions periodically
based on the Board's ongoing review of the Company's financial
results, capital resources and liquidity needs, and the condition
of the economy and capital markets.  The Company can give no
assurances that distributions on the Company's Series B Preferred
Shares will be resumed, or that any financing, capitalization,
asset sales or other alternatives will be satisfactorily
concluded.

                  About Prime Group Realty Trust

Based in Chicago, Illinois, Prime Group Realty Trust (NYSE:
PGEPRB) -- http://www.pgrt.com/-- is a fully-integrated, self-
administered, and self-managed real estate investment trust which
owns, manages, leases, develops, and redevelops office and
industrial real estate, primarily in metropolitan Chicago. The
Company currently owns 7 office properties containing an aggregate
of roughly 3.2 million net rentable square feet and a joint
venture interest in one office property comprised of roughly
101,000 net rentable square feet.  The Company leases and manages
roughly 3.2 million square feet comprising all of its wholly owned
properties.  In addition, the Company is the asset and development
manager for an roughly 1.1 million square foot office building
located at 1407 Broadway Avenue in New York.

                            *     *     *

As reported by the Troubled Company Reporter on December 15, 2009,
Prime Group Realty Trust said the Company's Board of Trustees has
determined not to declare a quarterly distribution on its Series B
Preferred Shares for the fourth quarter of 2009, and that the
Board is unable to determine when the Company might recommence
distributions on the Series B Preferred Shares.

According to the Troubled Company Reporter on March 3, 2010, Two
of Prime Group Realty Trust's subsidiaries, each of which own
separate portions of the Continental Towers Complex in Rolling
Meadows, Illinois, are in default under their first mortgage loans
encumbering the Complex. Continental Towers, L.L.C., a subsidiary
of the Company, is the owner of Tower I, Tower III and the
Commercium at the Continental Towers Complex.  The CT Property is
encumbered by a first mortgage loan from CWCapital LLC in the
principal amount of $73.6 million.


PRIME GROUP: Continental Towers Lender Demands Loan Payment
-----------------------------------------------------------
Prime Group Realty Trust said that on March 5, 2010, two of its
subsidiaries and its operating partnership, Prime Group Realty,
L.P., received notices from a lender that the lender was
accelerating the maturity date of their loans and demanding
payment of all amounts due under the loans.

On March 2, 2010, Prime Group disclosed that the two subsidiaries,
which own portions of the Continental Towers Complex in Rolling
Meadows, Illinois, were in default on their mortgage loans that
encumber the property.  As reported by the Troubled Company
Reporter, each of the two subsidiaries own separate portions of
the Continental Towers Complex in Rolling Meadows Illinois.
Continental Towers, L.L.C., is the owner of Tower I, Tower III and
the Commercium at the Continental Towers Complex.  The CT Property
is currently encumbered by a first mortgage loan from CWCapital
LLC in the principal amount of $73.6 million.  A separate
subsidiary of the Company, Continental Towers Associates III, LLC,
is the owner of Tower II at the Continental Towers Complex. The
CTA III Property is currently encumbered by a first mortgage loan
from Lender in the principal amount of $41.4 million.

On Feb. 26, 2010, CTA III informed the Lender that it is in
default under the CTA III Loan because the cash flow from the CTA
III Property is not sufficient to pay the required escrows and
debt service payments on the CTA III Loan. On the same day, CT LLC
acknowledged to the Lender that the CT Loan is in default because
it is cross-defaulted with the CTA III Loan.

The Company's subsidiaries which are the borrowers under the loans
are currently in discussions with the Lender regarding the loans,
including the possibility of a deed in lieu of foreclosure
transaction with the lender and other related matters.

Pursuant to the terms of each loan, the loans are non-recourse to
their respective borrowers, subject to customary non-recourse
carve-outs, including but not limited to, certain environmental
matters, fraud, waste, misapplication of funds, various special
purpose entity covenants, the filing of a voluntary bankruptcy and
other similar matters, which non-recourse carve-outs have been
guaranteed by PGRLP.  The Company is currently not aware of the
occurrence of any event that would constitute a non-recourse
carve-out on either loan.

                  About Prime Group Realty Trust

Based in Chicago, Illinois, Prime Group Realty Trust (NYSE:
PGEPRB) -- http://www.pgrt.com/-- is a fully-integrated, self-
administered, and self-managed real estate investment trust which
owns, manages, leases, develops, and redevelops office and
industrial real estate, primarily in metropolitan Chicago. The
Company currently owns 7 office properties containing an aggregate
of roughly 3.2 million net rentable square feet and a joint
venture interest in one office property comprised of roughly
101,000 net rentable square feet.  The Company leases and manages
roughly 3.2 million square feet comprising all of its wholly owned
properties.  In addition, the Company is the asset and development
manager for an roughly 1.1 million square foot office building
located at 1407 Broadway Avenue in New York.

                            *     *     *

As reported by the Troubled Company Reporter on December 15, 2009,
Prime Group Realty Trust said the Company's Board of Trustees has
determined not to declare a quarterly distribution on its Series B
Preferred Shares for the fourth quarter of 2009, and that the
Board is unable to determine when the Company might recommence
distributions on the Series B Preferred Shares.

According to the Troubled Company Reporter on March 3, 2010, Two
of Prime Group Realty Trust's subsidiaries, each of which own
separate portions of the Continental Towers Complex in Rolling
Meadows, Illinois, are in default under their first mortgage loans
encumbering the Complex. Continental Towers, L.L.C., a subsidiary
of the Company, is the owner of Tower I, Tower III and the
Commercium at the Continental Towers Complex.  The CT Property is
encumbered by a first mortgage loan from CWCapital LLC in the
principal amount of $73.6 million.


PRINCESS LAND: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Princess Land, LLC
        6800 Deerpath Road, Suite 150
        Elkridge, MD 21075

Bankruptcy Case No.: 10-14923

Chapter 11 Petition Date: March 9, 2010

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Kimberly D. Marshall, Esq.
                   603 Post Office Road, Suite 209
                   Waldorf, MD 20602
                   Tel: (301) 893-2311
                   Fax: (301) 893-0392
                   Email: somdbankruptcy@aol.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A full-text copy of the Debtor's petition, including a list of its
3 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/mdb10-14923.pdf

The petition was signed by R.Jacob Hikmat, managing member of the
Company.


PRINCESS LAND 2: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Princess Land 2, LLC
        6800 Deerpath Road, Suite 150
        Elkridge, MD 21075

Bankruptcy Case No.: 10-14925

Chapter 11 Petition Date: March 9, 2010

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Kimberly D. Marshall, Esq.
                   603 Post Office Road, Suite 209
                   Waldorf, MD 20602
                   Tel: (301) 893-2311
                   Fax: (301) 893-0392
                   Email: somdbankruptcy@aol.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A full-text copy of the Debtor's petition, including a list of its
4 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/mdb10-14925.pdf

The petition was signed by R.Jacob Hikmat, managing member of the
Company.


PROTOSTAR LTD: U.S. Court Extends DIP Loan Maturity Until May 18
----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware approved a stipulation, authorizing ProtoStar
Ltd. and its debtor-affiliates to:

   -- obtain postpetition financing from Credit Suisse AG, Cayman
      Islands Branch fka Credit Suisse, Cayman Islands Branch, as
      administrative agent, and  Credit Suisse AG, Singapore
      Branch fka Credit Suisse, Singapore Branch, as collateral
      agent;

   -- grant DIP lenders liens and superpriority claims;

   -- use cash collateral; and

   -- provide adequate protection to their prepetition lenders.

The stipulation is entered among the Debtors and the postpetition
secured parties.

The stipulation provided for (i) the amendment, for the second
time, of the senior secured superpriority debtor-in-possession
multiple draw term loan agreement dated as of August 3, 2009; and
(ii) the extension of the DIP loan until May 18, 2010.

                        About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659).  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  The Debtors have tapped UBS Securities
LLC as investment banker and financial advisor.

Also on July 29, 2009, ProtoStar and its affiliates, including
ProtoStar Development Ltd., commenced a coordinated proceeding in
the Supreme Court of Bermuda.  John C. McKenna of Finance & Risk
Services Ltd. as liquidator of the Bermuda Group.

In their Chapter 11 petition, the Debtors listed between
US$100 million and US$500 million each in assets and debts.  As of
December 31, 2008, ProtoStar's consolidated financial statements,
which include non-debtor affiliates, showed total assets of
US$463,000,000 against debts of US$528,000,000.


RAND INTERNATIONAL: 13 Creditors File Chapter 7 Petition
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that 13 creditors
filed an involuntary Chapter 7 petition on March 9 against Rand
International LLC (Bankr. E.D.N.Y. Case No. 10-71497).

Rand International is a toy designer, importer and distributor
from Farmingdale, New York.  The Web site says Rand owns the Ross
and Barracuda bicycle brand names.

The petitioners together are owed $7.25 million.  The petitioner
with the largest claim, $3.33 million, is Century Sports Inc. from
Oyster Bay, New York.


RATHGIBSON INC: Files Chapter 11 Plan to Resolve Financial Issues
-----------------------------------------------------------------
Maria Guzzo at AMM.com says RathGibson Inc. filed a Chapter 11
restructuring plan with the bankruptcy court to resolve its
financial issues by this summer.  The plan involves an agreement
with a group of investors, led by Wayzata Investment Partners LLC,
to purchase substantially all of the Company's assets.

                       About RathGibson Inc.

Headquartered in Lincolnshire, Illinois, RathGibson Inc. --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/
and http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line).  In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel.  Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors.  Kelley Drye & Warren LLP serves as special corporate
counsel.  Garden City Group is claims and notice agent.  The
petition says that Rathgibson has assets and debts of $100 million
to $500 million.

Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T.
Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington
Trust FSB, as administrative agent, and an ad hoc committee of
certain holders of Senior Notes.  Attorneys at Richards, Layton &
Finger P.A., also represent the ad hoc noteholders committee.


RAYMOR INDUSTRIES: Investor Group Wants Assets Freeze
-----------------------------------------------------
A group investors in Raymor Industries has said they have filed a
motion with the court for an order safeguard the rights of
shareholders.  The investors ask the court to order Raymor to:

   - immediately announce the Settlement Reached in August 2009
     with the University of Sherbrooke and N.R.C. (National
     Research Council) concerning the Licensing Agreement for the
     commercial production of Carbon Nanotubes;

   - immediately announce the Superior Offer that was submitted on
     behalf of The New Investor Group;

   - require Raymor to call a Special Shareholder's Meeting within
     15 days of the granting of the Order;

   - immediately announce the purchase of Raymor's building by the
     Veilleux and Durst Group on September 1, 2009;

   - immediately announce the transfer or acquisition to the
     limited partnership La Verendrye (group led by Durst &
     Veilleux) of the secured debt held by Desjardins on
     November 26, 2009;

  - immediately announce all contents of the Wise Blackman report,
    and make the said report public on sedar.com;

  - Freeze all the assets of Raymor;

  - Prohibit Raymor from conducting any restructuring of the
    company; and

  - Prohibit Raymor from refinancing its debt and/or further
    Indebting the company.

The Motion for an Order to Safeguard the Rights is being brought
against all Raymor's existing directors and the members of the
group led by George Durst and Rolland Veilleux.

According to the suing investors, the group led by Durst and
Veilleux have committed or caused to be committed, either directly
or indirectly the following detrimental acts.  Contrary to their
responsibilities as directors and their fiduciary responsibilities
to the shareholders the aforementioned five individuals are
responsible for, among other things:

   a. Illegal processing of an unsecured debenture on the assets
      of Raymor and its subsidiaries;

   b. Issuance of Raymor shares, without any payment whatsoever,
      to three individuals, namely: Georges Durst, Norman Goupil,
      and Mario Veronneau of KPMG (KPMG being the appointed
      trustee);

   c. Exorbitant cost overruns and lack of monitoring of the
      recovery plan prepared by the trustee, KPMG; and

   d. Purchase of the building occupied by Raymor on La Verendrye
      Street for their own personal gain and interest through a
      limited partnership society controlled by the group led by
      Durst & Veilleux.


RC SOONER: Sues Remy for Sale of Units with Defaulted Mortgages
---------------------------------------------------------------
Robert Evatt at Tulsa World says RC Sooner Holdings LLC sued
Remy Cos. alleging that the company sold eight apartments without
telling RC Sooner that the properties' mortgages were in default
to Fannie Mae.

Fannie Mae also filed eight lawsuits against Remy Cos. seeking
full repayment of the $28.58 million remaining balance on the
eight loans the company made, Mr. Evatt notes.

The apartments are Brixton Square, 4655 S. Darlington Ave.; Cedar
Crest, 401 S. Cedar St. in Owasso; Fulton Plaza Apartments, 4646
S. Fulton Ave.; Magnolia Manor, 4747 S. Darlington Ave.; Pomeroy
Park Apartments, 6805 S. Lewis Ave.; Salida Apartments, 10129-
10151 E. 32nd St.; Savannah South Apartments, 4631 S. Braden Ave.;
and Southern Hills Villa Apartments, 6609 S. Lewis Avenue, Mr.
Evatt relates.

Wilmington, Delaware-based RC Sooner Holdings, LLC, filed for
Chapter 11 bankruptcy protection on February 22, 2010 (Bankr. D.
Delaware Case No. 10-10528).  Christopher S. Chow, Esq., at
Ballard Spahr Andrews & Ingersoll, LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


RESCARE INC: 4Q09 Earnings Release Won't Move Moody's 'Ba3' Rating
------------------------------------------------------------------
Moody's Investors Service commented that ResCare Inc.'s Ba3
corporate family rating and negative outlook are unaffected
following the company's announcement in its 4Q09 earnings release
that it has taken $72 million pre-tax goodwill and other long-
lived assets impairment charge related to three of its business
segments.  However, the cushion under its net worth covenant will
narrow due to the impairment charge, but, at this point Moody's
believe the headroom to be adequate at approximately $67 million
as of December 31, 2009.

We changed ResCare's outlook to negative on January 19, 2010 and
in Moody's rating action, Moody's indicated that the negative
outlook incorporates several unfavorable negative legal
developments such as the Selk verdict which at that time was
estimated to be approximately $54 million.  However, a court
recently reduced the $54 million judgment against ResCare to
$15.5 million (the plaintiff could appeal the decision).  Moody's
views this as a favorable development for ResCare as it enhances
the company's projected liquidity position and could support
stabilization of ResCare's outlook.  However, at this point the
negative outlook continues to reflect other factors such as the
challenges ResCare faces related to the economy and state Medicaid
budgets.

The last ratings action was on January 19, 2010, when Moody's
changed ResCare's outlook to negative.

ResCare's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such
as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term,
and iv) management's track record of tolerance for risk.  These
attributes were compared against other issuers both within and
outside of ResCare's core industry and the ratings are believed
to be comparable to those other issuers of similar credit risk.

ResCare, headquartered in Louisville, Kentucky, is a leading
provider of residential, training, educational and support
services to individuals with special needs, including persons with
mental retardation and developmental disabilities, at-risk youth
and those experiencing barriers to employment.  Consolidated
revenues for the twelve months ended December 31, 2009, were
approximated $1.58 billion.


ROBERT CARDALI: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Robert A. Cardali
        39 Broadway, 35th Floor
        New York, NY 10006

Bankruptcy Case No.: 10-11185

Chapter 11 Petition Date: March 9, 2010

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  Email: jsp@rattetlaw.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Mr. Cardali.


RQB RESORT: Wants Admans and Reese as Special Counsel
-----------------------------------------------------
RQB Resort, LP, and RQB Development, LP, have asked for
authorization from the U.S. Bankruptcy Court for the Middle
District of Florida to employ Adams and Reese, LLP, as special
counsel, nunc pro tunc to March 1, 2010.

Adams and Reese will provide the Debtors advice and representation
in employment and labor law, litigation, general corporate, tax,
and property law.

John M. Dart, a member at Adams and Reese, says that the firm will
be paid based on the hourly rates of its personnel:

     Attorneys             $195-$495
     Paralegals            $135-$180

Mr. Dart assures the Court that Adams and Reese is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596).
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.

The Company estimated its assets and debts at $100,000,001 to
$500,000,000.


SEA LAUNCH: Boeing Rips Litigation Bid By Firm's Creditors
----------------------------------------------------------
Law360 reports that the Boeing Co. has objected to efforts by the
creditors committee for Sea Launch LLC to initiate discovery in
the ongoing battle over the aircraft giant's bid for $1.5 billion
in claims.

Sea Launch Company, L.L.C., is a satellite-launch services
provider that offers commercial space launch capabilities from the
Baikonur Space Center in Kazakhstan.  Its owners include Boeing
Co., RSC Energia, and Aker ASA.

Sea Launch filed for Chapter 11 on June 22, 2009 (Bankr. D. Del.
Case No. 09-12153).  Joel A. Waite, Esq., and Kenneth J. Enos,
Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington,
Delaware, serve as the Debtor's counsel.  At the time of the
filing, the Company said its assets range from $100 million to
$500 million and debts are at least $1 billion.


SEVERN BANCORP: Annual Stockholders' Meeting on April 22
--------------------------------------------------------
The Annual Meeting of Stockholders of Severn Bancorp, Inc. will be
held on April 22, 2010, at 9:00 a.m. Eastern Time, at The Severn
Bank Building, 200 Westgate Circle, Annapolis, Maryland.

At the Annual Meeting, stockholders will be asked to elect two
directors to serve for a three-year term, ratify the appointment
of ParenteBeard LLC (formerly Beard Miller Company LLP) as
independent auditor of Severn Bancorp for the year ending
December 31, 2010, vote on a non-binding advisory proposal
concerning the Company's executive compensation, and transact such
other business as may properly come before the Annual Meeting or
any postponements or adjournments thereof.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?581c

As reported by the Troubled Company Reporter on December 28, 2009,
the Board of Directors of Severn Bancorp suspended the common
stock dividend for the fourth quarter of 2009.  This represents a
reduction of $0.03 per share from the common stock dividend
declared for the third quarter of 2009.

As reported by the TCR on November 25, 2009, Annapolis, Maryland-
based Severn Bancorp along with its Bank unit, has entered into
supervisory agreements with the Office of Thrift Supervision, the
Bank's primary federal regulator.  The agreements set forth steps
being taken in response to regulatory concerns with its operating
results and effects of the current economic environment facing the
financial services industry.

                     About Severn Savings Bank

Founded in 1946, Severn Savings Bank, FSB --
http://www.severnbank.com/-- is a full-service community bank
offering a wide array of personal and commercial banking products
as well as residential and commercial mortgage lending.  It has
assets of nearly $1 billion and four branches located in
Annapolis, Edgewater and Glen Burnie.  The bank specializes in
exceptional customer service and holds itself and its employees to
a high standard of community contribution.   Severn Bancorp, Inc.,
(Nasdaq: SVBI) is the parent company of Severn Savings Bank.


SEVERN BANCORP: Hyatts Hold 15.9% of Common Stock
-------------------------------------------------
Spouses Alan J. Hyatt and Sharon G. Hyatt in Annapolis, Maryland,
disclosed that as of December 31, 2009, they may be deemed to
beneficially own 1,603,841 shares or roughly 15.9% of the common
stock of Severn Bancorp, Inc.

The Hyatts further disclosed that:

     -- Mr. Hyatt controls 23,232 shares as custodian for his
        children.

     -- 126,108 shares are allocated to Mr. Hyatt as a participant
        in the Company's ESOP, with respect to which Mr. Hyatt can
        direct the voting of such shares.

     -- 2,100 shares are held by the ESOP, for which Mr. Hyatt is
        a co-trustee, which were not allocated to the accounts of
        participants as of December 31, 2009.

     -- 1,347,564 shares are jointly owned by Mr. Hyatt and his
        wife.

     -- 12,500 shares of common stock are issuable upon the
        conversion of 6,250 shares of Series A 8.0% Non-Cumulative
        Convertible Preferred Stock held by Mr. Hyatt and 6,250
        shares of Series A Preferred Stock held by a company in
        which Mr. Hyatt is general partner.

     -- the aggregate amount of shares held by the Hyatts are
        based on 10,066,679 shares outstanding as of December 31,
        2009, and shares that would be outstanding upon exercise
        of options and conversion of Series A Preferred Stock
        beneficially owned by Mr. Hyatt.

                     About Severn Savings Bank

Founded in 1946, Severn Savings Bank, FSB --
http://www.severnbank.com/-- is a full-service community bank
offering a wide array of personal and commercial banking products
as well as residential and commercial mortgage lending.  It has
assets of nearly $1 billion and four branches located in
Annapolis, Edgewater and Glen Burnie.  The bank specializes in
exceptional customer service and holds itself and its employees to
a high standard of community contribution.   Severn Bancorp, Inc.,
(Nasdaq: SVBI) is the parent company of Severn Savings Bank.

As reported by the Troubled Company Reporter on December 28, 2009,
the Board of Directors of Severn Bancorp suspended the common
stock dividend for the fourth quarter of 2009.  This represents a
reduction of $0.03 per share from the common stock dividend
declared for the third quarter of 2009.

As reported by the TCR on November 25, 2009, Annapolis, Maryland-
based Severn Bancorp along with its Bank unit, has entered into
supervisory agreements with the Office of Thrift Supervision, the
Bank's primary federal regulator.  The agreements set forth steps
being taken in response to regulatory concerns with its operating
results and effects of the current economic environment facing the
financial services industry.


SEVERN BANCORP: Louis Hyatt Holds 10.6% of Common Stock
-------------------------------------------------------
Louis Hyatt in Annapolis, Maryland, disclosed that as of
December 31, 2009, he may be deemed to beneficially own 1,073,983
shares or roughly 10.6% of the common stock of Severn Bancorp,
Inc.

Mr. Hyatt further disclosed that:

     -- the shares are jointly owned by Mr. Hyatt and his wife.

     -- 18,750 shares of common stock are issuable upon the
        conversion of Series A Non-cumulative Convertible
        Preferred Stock held by Mr. Hyatt and his wife.

     -- the shares held by Mr. Hyatt are based on 10,066,679
        shares outstanding as of December 31, 2009, and shares
        that would be outstanding upon the conversion of Series A
        Preferred Stock owned by Mr. Hyatt and his wife.

                     About Severn Savings Bank

Founded in 1946, Severn Savings Bank, FSB --
http://www.severnbank.com/-- is a full-service community bank
offering a wide array of personal and commercial banking products
as well as residential and commercial mortgage lending.  It has
assets of nearly $1 billion and four branches located in
Annapolis, Edgewater and Glen Burnie.  The bank specializes in
exceptional customer service and holds itself and its employees to
a high standard of community contribution.   Severn Bancorp, Inc.,
(Nasdaq: SVBI) is the parent company of Severn Savings Bank.

As reported by the Troubled Company Reporter on December 28, 2009,
the Board of Directors of Severn Bancorp suspended the common
stock dividend for the fourth quarter of 2009.  This represents a
reduction of $0.03 per share from the common stock dividend
declared for the third quarter of 2009.

As reported by the TCR on November 25, 2009, Annapolis, Maryland-
based Severn Bancorp along with its Bank unit, has entered into
supervisory agreements with the Office of Thrift Supervision, the
Bank's primary federal regulator.  The agreements set forth steps
being taken in response to regulatory concerns with its operating
results and effects of the current economic environment facing the
financial services industry.


SEVERN BANCORP: Melvin Meekins Holds 5.6% of Common Stock
---------------------------------------------------------
Melvin E. Meekins, Jr., in Annapolis, Maryland, disclosed that as
of December 31, 2009, he may be deemed to beneficially own 564,734
shares or roughly 5.6% of the common stock of Severn Bancorp, Inc.

Mr. Meekins further disclosed that:

     -- 2,100 shares are held by the ESOP, for which Mr. Meekins
        is a co-trustee, which were not allocated to the accounts
        of participants as of December 31, 2009.

     -- 317,990 shares are jointly owned by Mr. Meekins and his
        wife.

     -- 9,375 shares of common stock are issuable upon the
        conversion of Series A Non-Cumulative Convertible
        Preferred Stock held by Mr. Meekins.

     -- the shares held by Mr. Meekins are based on 10,066,679
        shares outstanding as of December 31, 2009, and shares
        that would be outstanding upon exercise of options and
        conversion of Series A Preferred Stock owned by Mr.
        Meekins.

                     About Severn Savings Bank

Founded in 1946, Severn Savings Bank, FSB --
http://www.severnbank.com/-- is a full-service community bank
offering a wide array of personal and commercial banking products
as well as residential and commercial mortgage lending.  It has
assets of nearly $1 billion and four branches located in
Annapolis, Edgewater and Glen Burnie.  The bank specializes in
exceptional customer service and holds itself and its employees to
a high standard of community contribution.   Severn Bancorp, Inc.,
(Nasdaq: SVBI) is the parent company of Severn Savings Bank.

As reported by the Troubled Company Reporter on December 28, 2009,
the Board of Directors of Severn Bancorp suspended the common
stock dividend for the fourth quarter of 2009.  This represents a
reduction of $0.03 per share from the common stock dividend
declared for the third quarter of 2009.

As reported by the TCR on November 25, 2009, Annapolis, Maryland-
based Severn Bancorp along with its Bank unit, has entered into
supervisory agreements with the Office of Thrift Supervision, the
Bank's primary federal regulator.  The agreements set forth steps
being taken in response to regulatory concerns with its operating
results and effects of the current economic environment facing the
financial services industry.


SKY KING: Files Chapter 11 in Sacramento
----------------------------------------
Sky King Inc. filed for Chapter 11 reorganization on March 9 in
its hometown of Sacramento, California (Bankr. E.D. Calif. Case
No. 10-25657).

According to Bill Rochelle at Bloomberg News, the Company traced
financing problems back to the hockey strike in 2004 that cut off
revenue while expenses continued.  A court filing said that "past
debts incurred as a result of the previous economic struggle have
continued to create financial chaos."

Sky King is a charter airline specializing in transporting
professional basketball and hockey teams.  Sky King has a fleet of
nine Boeing 737 aircraft.  The bankruptcy petition says that
assets and debts are between $10 million and $50 million.


SKY KING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor:  Sky King, Inc.
         3600 Power Inn Rd #H
         Sacramento, CA 95826

Bankruptcy Case No.: 10-25657

Type of Business: Sky King is a charter airline specializing in
                  transporting professional basketball and hockey
                  teams.  Sky King has a fleet of nine Boeing 737
                  aircraft.

Chapter 11 Petition Date: March 9, 2010

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Matthew R. Eason, Esq.
                  1819 K St #200
                  Sacramento, CA 95811
                  Tel: (916) 438-1819

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Greg Lukenbill, the company's
president/chairman of the board.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Internal Revenue Service   Taxes                  $3,166,112
PO Box 21126
Philadelphia, PA
19114-0326

Tech Aero                  Promissory Note        $900,000
14347 SW 142nd Street      Parts Purchased
Miami, FL 33186

Canadian Revenue Agency    Taxes                  $660,709
9755 King George Highway
Surrey BC V3T5E1

AE Wolffe, LTD.            Maintenance Labor      $510,458
13450 North Piper Drive
Tucson, AZ 85737

Mercury Air Group, Inc.    Fuel                   $800,000
c/o George S. Burns
4100 MacArthur Blvd,
Suite 305
Newport Beach, CA 92660

Aviation Technologies,     Aviation Services      $490,000
Inc.
201 Hanger Road
Avoca, PA 18641-2229

State of California, EDD   Taxes                  $303,160
PO Box 826880
Sacramento, CA 94280-0001

Boeing Corporation         Aircraft Parts &       $260,000
635 Park Avenue North      Engineering
Renton, WA 98055-1560

Servisair/Penauille-       Fuel & Ground          $200,000
Ground                     Handling Vendor

Spectrum Aerospace         Aircrafts Parts Vendor $169,678

Polar Express Group LLC    Contract Deposit &     $125,000
                           Attorney Fees

Miami Tech Line            Maintenance Provider   $124,875
Maintenance

Tracer Corp.               Tire & Brakes          $103,565

APECS Engine Center        Engine Overhaul        $100,000

Navtech, Inc.              Flight Planning        $83,817
                           Services

McKelvey, Ron              Wages                  $83,746

Liege Airport              Airport Services       $70,112

TNT Express                Airport Ground         $67,501
                           Handling

Looney, Danny R.           Wages                  $56,650

Parr Waddoups Brown Gee    Legal Services         $56,331
et al.


SMART ONLINE: Inks 4th Amended Conv. Sec. Subor. Notes Agreement
----------------------------------------------------------------
Smart Online Inc. entered into the Fourth Amendment to Convertible
Secured Subordinated Note Purchase Agreement, Second Amendment to
Convertible Secured Subordinated Promissory Notes and Third
Amendment to Registration Rights Agreement with the holders of a
majority of the aggregate outstanding principal amount of the
Notes issued by the Company under the Convertible Secured
Subordinated Note Purchase Agreement dated Nov. 14, 2007, as
amended.

The Fourth Amendment extends the original maturity date of the
Notes from Nov. 14, 2010 to Nov. 14, 2013, and amends the Note
Purchase Agreement and the Registration Rights Agreement dated
Nov. 14, 2007, to reflect this extension.

A full-text copy of the document for the Fourth Amended to
Convertible Notes is available for free at
http://ResearchArchives.com/t/s?5817

                        About Smart Online

Durham, North Carolina-based Smart Online, Inc. --
http://www.smartonline.com/-- develops and markets software
products and services (One Biz(TM)) targeted to small businesses
that are delivered via a Software-as-a-Service model.  The Company
sells its SaaS products and services primarily through private-
label marketing partners.  In addition, the Company provides
sophisticated and complex Web site consulting and development
services, primarily in the e-commerce retail and direct-selling
organization industries.

At September 30, 2009, the Company had $1,788,096 in total assets
against $13,610,936 in total liabilities, resulting in
stockholders' deficit of $11,822,840.


SONIC AUTOMOTIVE: Moody's Confirms 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service confirmed the B2 Corporate Family and
Probability of Default ratings for Sonic Automotive, Inc.,
assigned a Caa1 rating to the new $210 million senior subordinated
notes issue.  Moody's also assigned a positive outlook.  These
rating actions conclude the review for possible upgrade initiated
January 27, 2010.

The confirmation of the B2 Corporate Family and Probability of
Default ratings recognize that while Sonic has improved its credit
profile, particularly from a liquidity perspective, metrics still
have not recovered sufficiently to warrant a higher rating.
Interest coverage as measured by EBIT/interest expense of 1.6
times is marginal, and leverage, while reduced, remains high at
5.8 times.  "While financial flexibility has improved as a result
of the rationalization of the capital structure, further
improvement on the operating side is necessary for an upgrade,"
stated Moody's Senior Analyst Charlie O'Shea.

The positive outlook recognizes that Sonic is well-positioned
within the B2 rating category, led by its favorable product mix
and reduced leverage profile, and also considers that
macroeconomic fundamentals for the auto retailing segment seem to
be improving.

Ratings confirmed and LGD point estimates adjusted include:

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2

  -- Senior guaranteed subordinated notes at Caa1 (LGD 6, 91%)
     from Caa1 (LGD 6, 90%),

  -- Senior convertible subordinated notes at Caa1 (LGD 6, 96%).

New rating assigned:

  -- $210 million senior guaranteed subordinated notes at Caa1
     (LGD 6, 91%)

The last rating action for Sonic was the January 27, 2010 upgrade
of the Corporate Family and Probability of Default ratings to B2
from Caa1, the upgrade of the Senior Subordinated Note ratings to
Caa1 from Caa3, with all ratings left on review for further
possible upgrade.

Sonic Automotive, Inc., based in Charlotte, North Carolina, is a
leading operator of automobile dealerships in the U.S., with
annual revenues of approximately $5 billion.


SPANSION INC: Apple Appeals 2nd Order on Pact Termination
---------------------------------------------------------
Apple Inc. informs the U.S. Bankruptcy Court for the District of
Delaware that it will take an appeal to the U.S. District Court
for the District of Delaware from Judge Carey's order regarding
(i) motion of the Debtors for an order enforcing the Court's
order authorizing the rejection of an executory contract between
Spansion Inc. and Apple Inc. and (ii) motion of Apple Inc. to
clarify the Bankruptcy Court's September 1, 2009 Order.

Spansion Inc., and its debtor affiliates filed a motion asking
Judge Carey to enforce his order, dated September 1, 2009, which
authorizes rejection and termination of an agreement contract with
Apple, Inc.

On February 10, 2009, Spansion and Apple entered into a letter
agreement pursuant to which Spansion agreed to dismiss a
complaint in the International Trade Commission against Apple.
In exchange, Apple agreed that Spansion will remain its primary
supplier on current platforms where Spansion is qualified for the
life-time of the product and will also be considered for future
plaftforms.  Subsequently, the Debtors sought and obtained the
Court's approval to reject the Agreement asserting that its
business relationship with Apple is not sufficiently profitable to
justify dismissal of the ITC Action.

The Debtors later told the Court that despite the clear language
of the Rejection Order, Apple has taken the position that the
Agreement is not terminated.  Apple contends that the Agreement is
a covenant not to sue, which Apple argues is tantamount to a
license.  Apple further contends that, as a "license" of
intellectual property from a debtor-in-possession, it may elect
not to treat this "license" as terminated and may, instead, elect
to retain its rights under the license.

The Court held a hearing on February 5.  The Bankruptcy Court on
March 3 signed an order which provides that the Motion to Enforce
is granted to the extent that it requests that the Notice of
Election under Section 365(n) of the Bankruptcy code filed by
Apple, Inc., be stricken.  The order also provides that the
Court's order granting the motion of the Debtors authorizing the
rejection of an executory contract between Spansion and Apple
dated September 1, 2009, is amended to provide that the order is
without prejudice to the issue of whether the February 10, 2009
letter agreement entered into between Spansion Inc. and Apple has
been or can be terminated by Spansion.

                    About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Spansion Inc. and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)


SPANSION INC: Bankruptcy Court Ruling on Chapter 11 Plan Expected
-----------------------------------------------------------------
Confirmation hearings on Spansion Inc. and its debtor affiliates'
Second Amended Joint Plan of Reorganization dated February 28,
2010, were held on February 24, 25, 26 and March 1 and 2, 2010.

Papers filed in Court note that at the close of the Confirmation
Hearings, the Court gave parties-in-interest until March 8, 2010,
to submit post-trial briefs, and said that a ruling would follow
on the confirmation of the Plan.

Counsel for the Debtors, Michael R. Lastowski, Esq., at Duane
Morris, LLP, in Wilmington, Delaware, however, relates that it is
uncertain when an opinion will be issued with respect to Plan
confirmation.

                 Parties File Trial Briefs

At the Court's directive, six parties-in-interest submitted
separate trial briefs asking the Court to confirm the Debtors'
February 28, 2010 Second Amended Joint Plan of Reorganization:

  (1) Debtors

  (2) Bank of America, N.A.

  (3) Rohm and Haas Electronic Materials, CMP, Inc. and Rohm and
      Haas Electronic Materials LLC

  (4) Silver Lake Sumeru Fund, L.P.

  (5) The informal group of holders of trade claims

  (6) The Senior Noteholders Informal Group

The parties assert that the Plan satisfies Section 1129 of the
Bankruptcy Code and should be approved.

According to Bank of America, to not confirm the Plan would upset
a delicate and valuable series of agreements and waivers that
benefit the Debtors and all creditor constituencies.

The Senior Noteholders Informal Group maintains that the evidence
presented during the five-day hearing concluding on March 2,
2010, fully supports (i) confirming the Debtors' Second Amended
Joint Plan of Reorganization dated February 28, 2010; and (ii)
adopting the $871 million midpoint total enterprise value
concluded by the Blackstone Group.

However, seven parties opposed confirmation of the Debtors' Plan:

  (1) The Official Committee of Unsecured Creditors
  (2) Tessera, Inc.
  (3) Ad Hoc Committee of Convertible Noteholders
  (4) Wilmington Trust Company
  (5) U.S. Bank National Association
  (6) Esopus Creek Value L.P.
  (7) The John Gorman 401(k)

The Committee asked the Court to condition confirmation of the
Plan upon the Debtors terminating the Silver Lake Rights Offering
and consummating the Ad Hoc Committee's Rights Offering.
According to the Committee, evidence demonstrates that that Ad
Hoc Committee's Rights Offering Provides more value to unsecured
creditors.

Tessera raised two issues with respect to the Debtors' request to
confirm their Plan:

  (a) Should the amount of Tessera's administrative claim be
      paid on the effective date of the Plan or reserved for in
      conjunction with the Plan confirmation process?

  (b) Were there irregularities with respect to the voting
      solicitation and tabulation process, and if so, does that
      require re-solicitation of votes?

The Ad Hoc Committee of Convertible Noteholders, consisting of
certain holders of 2.25% Exchangeable Senior Subordinated
Debentures due 2016 issued by Spansion LLC, sought the Court's
authority to file under seal certain portions of its Post Trial
Submission.  According to the Ad Hoc Committee, the Post Trial
Submission contains information that Numonyx Inc. provided to the
Debtors and the Debtors provided to the Ad Hoc Committee's
advisors pursuant to a Nondisclosure Agreement dated October 28,
2009.

Wilmington Trust asked the Court to deny confirmation of the
proposed plan and convene a status conference with the principal
parties to explain the Court's views that:

  (a) the Ad Hoc Committee's Rights Offering is far superior to
      the proposed Silver Lake Rights Offering;

  (b) the Management/Employee Incentive Plan cannot be approved
      by the Court;

  (c) ChipMOS Technologies' participation in the Rights Offering
      to enable its owners to purchase a significant amount of
      shares of the reorganized Debtors at a deep discount
      demonstrate that the Plan was not proposed in good faith
      and not in compliance with the requirements of Chapter 11.

The John Gorman 401(k) contends that the Plan should not be
confirmed due to the Debtors' lack of good faith that is best
demonstrated by the fact that, when presented with an alternative
rights offering that provided a better return to creditors, the
Debtors not only declined, but actively opposed the alternative
offering.

According to U.S. Bank, the Court indicated that it wanted the
parties to address the issue of the language of the X Clause in
the Subordinated Indenture.  U.S. Bank relates that it attempted
to do that at the oral argument, but the time limitations and the
nature of the discussion suggest that it might be useful to the
Court to have that analysis briefly stated in a written form.  In
its post-trial brief, U.S. Bank advises the Court that the
subordination provisions in the Subordinate Indenture were a
product of the covenants made by the Debtors in the Senior
Indenture.

For its part, Esopus contends that:

  (a) the Management Incentive Plan is an overly-aggressive
      attempt to grab value;

  (b) unless the Management Incentive Plan is modified, the Plan
      fails the good faith test;

  (c) the Jefferies Midpoint Enterprise Value, Validated by the
      Alternative Rights Offering, Plus additional sources of
      value, provides the appropriate distributable value; and

  (d) the Plan impermissibly seeks to deprive creditors of the
      right to pursue objections to claims, including the
      disputed ChipMOS claim.

                      Debtors Talk Back

According to the Debtors, Tessera's contention that the Plan
violates Section 1129(A)(9)(a) because the Plan does not
establish a reserve for its alleged administrative claim should
be overruled because it is not supported by specific facts.

The Debtors contend that the Indenture Trustee's request for
resolicitation should be overruled because adverse modifications
relating to a class that has rejected a plan does not require re-
solicitation.

Moreover, the Debtors ask the Court to overrule objections to the
Release Provisions of the Plan.

The Debtors maintain that they did not proffer a valuation in an
attempt to support a position, or to influence the result for
their benefit.  According to the Debtors, their goal simply was
to propose a confirmable Plan and to exit bankruptcy
expeditiously.  The Plan is confirmable no matter what valuation
the Court determines, the Debtors assert.

The Debtors aver that the record of the Chapter 11 Cases
demonstrates that the Plan satisfies the requirements of Section
1129.  The fact that certain creditor representatives would
prefer different plan terms, notwithstanding overwhelming
creditor support for this Plan, is not relevant for purposes of
Section 1129, the Debtors add.

                Parties File Final Exhibit List

The Debtors, the Official Committee of Unsecured Creditors, the
informal group of certain holders of the 11.25% Senior Notes due
2016, the Ad Hoc Committee of Convertible Noteholders, and the Ad
Hoc Committee of Equity Security Holders submitted to the Court
their joint final list of exhibits in connection with the hearing
held on February 24-26 and March 1-2, 2010 regarding the
confirmation of the Debtors' Plan.

Full-text copies of the Exhibits are available for free at:

(A) Debtors

   http://bankrupt.com/misc/Spansion_DebtorsEx.pdf

(B) Committee

   http://bankrupt.com/misc/Spansion_CommitteeEx.pdf

(C) Senior Noteholders

   http://bankrupt.com/misc/Spansion_SeniorEx.pdf

(D) Ad Hoc Committee

   http://bankrupt.com/misc/Spansion_AdHocEx.pdf

(E) Equity Committee

   http://bankrupt.com/misc/Spansion_EquityEx.pdf

Prior to the Confirmation Hearing, the Ad Hoc Committee of Equity
Security Holders of Spansion, Inc., delivered to the Court its
second amended witness and exhibit list, designating Jonathan
Brownstein as a witness.  The Ad Hoc Committee disclosed that it
may offer into evidence, among others, any of these exhibits:

  * Ad Hoc Committee's Request for Documents/Oct. 16, 2009
  * September 2009 Creditor Presentation
  * January 2010 Bank Presentation
  * Transcript of January 12, 2010 Bank Meeting
  * Blackstone Expert Report, dated January 27, 2010

          Spansion's Feb. 28 Second Amended Plan

After receiving informal comments from certain parties-in-
interest, Spansion Inc. and its debtor affiliates delivered to
the U.S. Bankruptcy Court for the District of Delaware a further
Second Amended Joint Plan of Reorganization on Feb. 28, 2010.

The Amended Plan reflects, among other things, an amended
definition of Spansion Japan Rejection Damages Claim to mean any
General Unsecured Claim that is or could be asserted by Spansion
Japan Limited against the Debtors or their estates on account of
a rejection of any executory contract between the Debtors and
Spansion Japan, including but not limited to, the Second Amended
and Restated Foundry Agreement, dated March 30, 2007, which
rejection was approved by the Court under the order pursuant to
Section 365 and Rule 6006 of the Federal Rules of Bankruptcy
Procedure, authorizing the rejection of the Second Amended and
Restated Foundry Agreement with Spansion Japan Limited, excluding
the Spansion Japan Administrative Expense Claim.

The February 28 Plan provides that consistent with Rule 3003(c)
of the Federal Rules of Bankruptcy Procedure, the Debtors and the
Reorganized Debtors will recognize the Proofs of Claim filed by
the Indenture Trustees in respect of the Claims for the holders
each represents.  Accordingly, any Claim filed by a registered or
beneficial holder of those Claims will be disallowed by the
Confirmation Order as duplicative of the Claims of the Indenture
Trustees without need for any further action or Bankruptcy Court
Order except to the extent any Claim, or a portion of a proof of
Claim, filed by a holder of those Claims is not included within
the proofs of Claim filed by the Indenture Trustees.

A full-text clean copy of the February 28 Plan is available for
free at http://bankrupt.com/misc/Spansion_Feb28Plan.pdf

A redlined copy of the February 28 Plan is available for free at:

        http://bankrupt.com/misc/Spansion_Feb28Red.pdf

             Modified Proposed Confirmation Order

Concurrently, the Debtors delivered to the Court a revised form
of their proposed confirmation order which provides that entry of
the Confirmation Order will constitute an order approving the
assumption, pursuant to Sections 365(a) and 1123 of the
Bankruptcy Code, of the Debtors' executory contracts  with Rohm
and Haas Electronic Materials LLC and Rohm and Haas Electronic
Materials CMP, Inc.  The Cure Amount owed in connection with the
assumption of the RHEM Contracts will be satisfied in this
manner:

      The General Unsecured Claims of RHEM under the RHEM
      Contracts in the approximate amount of $64,926, which have
      been Allowed by a Order of the Court dated November 24,
      2009, will remain Allowed Class 5B Claims and will be
      entitled to Pro Rata treatment with other Allowed Class 5B
      Claims under the Plan.  Nothing will affect RHEM's Allowed
      503(b)(9) Claims in the approximate aggregate amount of
      $89,045, and the Debtors will pay those 503(b)(9) Claims
      in accordance with the terms of the Plan.

Moreover, the Revised Confirmation Order provides that, in
addition to the Debtors' contracts with Oracle America, Inc., or
any of its predecessors-in-interest identified in the Contract or
Lease Schedule, these contracts between the Debtors and Oracle
will be deemed assumed in accordance with the provision and
requirements of Sections 365 and 1123 of the Bankruptcy Code as
of the effective date of the Plan:

      (i) Ordering Document No. US-11844645-30-JUL-2008;

     (ii) Ordering Document/Exhibit-Amendment One dated 9/29/08;
          and

    (iii) the change orders and purchase orders related to the
          ordering documents.

The revised Confirmation Order provides that the Cure Amount due
with respect to the assumption of the Additional Oracle Contracts
will be $207,005, which Cure Amount will be in addition to the
other Cure Amounts listed for the Oracle contracts identified in
the Contract or Lease Schedule.

                    About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Spansion Inc. and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)


SPANSION INC: Wants Plan Exclusivity Until April 30
---------------------------------------------------
Spansion Inc. and its debtor affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend the exclusive period
within which they may solicit acceptances of their plan of
reorganization through April 30, 2010.

This is the Debtors' fourth request for an extension of the
Exclusive Acceptance Period, notes Michael R. Lastowski, Esq., at
Duane Morris, LLP, in Wilmington, Delaware.

"If the Court confirms the Plan, the Debtors will have no further
need for exclusivity.  On the other hand, if the Court denies
confirmation of the Plan, the Debtors seek to extend the
Exclusive Acceptance Period through and including April 30,
2010," notes Mr. Lastowski.  "In addition, the Debtors seek to
preserve the exclusive right to seek acceptance of a plan in
these Chapter 11 Cases pending the Court's ruling on the Plan."

According to Mr. Lastowski, the Debtors request a brief extension
of the Exclusive Acceptance Period (i) in as much as the Plan
will not be confirmed prior to March 8, 2010, so that no
competing plan can be filed prior to the Court's ruling on
confirmation, and (ii) so as to create a period for the Debtors
and the creditor constituencies to address the Court's ruling
with respect to the Plan in the event the Plan is not confirmed.

According to the Debtors, the proposed extension of the Exclusive
Acceptance Period is warranted because, in the event the Plan is
not confirmed, extension of the Exclusive Acceptance Period
would provide time for the Debtors and their creditor
constituencies to address the Court's ruling with respect to the
Plan and to permit the Chapter 11 Cases to proceed in an orderly
manner, without the immediate risk of competing plans.  The
Debtors believe that providing in effect a cooling-off period if
the Plan is not confirmed is reasonable, appropriate and in the
best interests of the Debtors' estates to minimize  uncertainty
and risk to the Debtors' business operations and its
relationships with customers and suppliers.

The hearing to consider the Debtors' request will be held on
April 26, 2010.  Pursuant to Del.Bankr.LR 9006-2,
the Debtors' Exclusive Solicitation Period is automatically
extended until the conclusion of that hearing.

                    About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Spansion Inc. and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)


SPHERIS INC: Committee Proposes Paul Weiss as Counsel
-----------------------------------------------------
The official committee of unsecured creditors in Spheris Inc.'s
case seeks approval from the U.S. Bankruptcy Court to retain Paul,
Weiss, Rifkind, Wharton & Garrison as counsel.

The firm will be paid at these hourly rates:

    $795 to $1,050 for partners,
    $715 to $750 for counsel,
    $395 to $675 for associates and
    $85 to $235 for paraprofessionals.

Based in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is a global provider of clinical
documentation technology and services.

Spheris Inc., along with five affiliates, filed for Chapter 11 on
Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352).  Attorneys at
Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher
LLP represent the Debtors in their Chapter 11 effort.  Jefferies &
Company serve as financial advisors to the Debtors.  Attorneys at
Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as
counsel to the prepetition and DIP lenders.  Garden City Group
Inc. is claims and notice agent.  The petition says that assets
range from $50,000,001 to $100,000,000 while debts range from
$100,000,001 to $500,000,000.


STANFORD FINANCIAL: Victims Join Madoff Investors to Lobby Payback
------------------------------------------------------------------
According to reporting by Robert Schmidt and Jesse Westbrook,
victims of Bernard Madoff and accused Ponzi schemer R. Allen
Stanford are banding together to lobby Congress for a law that
could require Wall Street firms to pay billions of dollars to
cover some of the losses they suffered.

The Bloomberg report relates that the groups aim to persuade
Congress to add a requirement to the regulatory overhaul bill, now
under Senate consideration, that brokerage firms pay about
$4 billion in additional fees to the Securities Investor
Protection Corp. fund.  SIPC protects U.S. investors' accounts
against fraud or bankruptcy.  The victims also want Congress to
require the fund to compensate them up to $500,000 each in losses.

According to Bloomberg, both groups of victims want the Senate
measure to require brokerage firms, which paid only $150 each
annually into the SIPC fund for more than a decade until 2009, to
pony up the estimated $4 billion in retroactive charges.

Bloomberg notes that SIPC, created by Congress in 1970, has a
limited mandate, unlike the Federal Deposit Insurance Corp., which
insures bank accounts up to $250,000 per depositor.  The fund is
arguing that the Stanford investors are not covered because they
purchased their fraudulent securities from a foreign bank --
Stanford's investment products were issued through a bank in
Antigua -- even though his firm had operations in the U.S. and
made payments to SIPC.

SIPC also won't cover the claims of Madoff victims who withdrew
more money from Madoff's funds than they put in.  Despite
objections by victims, a bankruptcy judge has affirmed a
liquidating trustee's proposal to disregard phony profits in
paying off claims of Madoff victims.

                   About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L.
Madoff orchestrated the largest Ponzi scheme in history, with
losses topping US$50 billion.

On December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970.  The District Court's Protective Order (i) appointed
Irving H. Picard, Esq., as trustee for the liquidation of BLMIS,
(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)
removed the SIPA Liquidation proceeding to the Bankruptcy Court
(Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.).

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in
United States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

               About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not guilty
to 21 charges of multi-billion dollar fraud, money-laundering and
obstruction of justice.  Assistant Attorney General Lanny Breuer,
as cited by Agence France-Presse News, said in a 57-page
indictment that Mr. Stanford could face up to 250 years in prison
if convicted on all charges.  Mr. Stanford surrendered to U.S.
authorities after a warrant was issued for his arrest on the
criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston). The civil case is SEC
v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


STARPOINTE ADERRA: Wants to Sell Condominium 2083 for $288,000
--------------------------------------------------------------
Starpointe Aderra Condominiums Limited Partnership asks the U.S.
Bankruptcy Court for the District of Arizona for permission to
sell its condominium unit 2083 (the Azure model) to Cindy and
David Price for $288,252.

The sale of unit 2083 will result in net proceeds after costs of
sale of $271,410, which sum will be paid to CCS Arizona II, LLC, a
secured creditor, at closing.

The Debtor also asks the Court to approved the payment of a 3%
brokerage fee at closing of each transaction to Starpointe
Marketing Concepts, LLC, the Debtor's broker to market the sale of
its condominium units.

Scottsdale, Arizona-based Starpointe Aderra Condominiums Limited
Partnership is an upscale community of 312 homes in 13 three-
storey buildings.  The Company filed for Chapter 11 bankruptcy
protection on December 29, 2009 (Bankr. D. Ariz. Case No. 09-
33625).  Warren J. Stapleton, Esq., at Osborn Maledon, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


SUBURBAN PROPANE: S&P Assigns 'BB-' Rating on $250 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue rating and '5' recovery rating to Suburban Propane Partners
L.P.'s proposed $250 million senior notes due 2020.  The company
will use proceeds to repurchase its outstanding 6.875% notes due
2013 and for transaction fees and expenses.  At the same time, S&P
affirmed the corporate credit rating of 'BB' and issue-level
rating of 'BB-'.  The recovery rating of '5' indicates that
unsecured lenders can expect modest (10% to 30%) recovery in the
event of a payment default.  The outlook is stable.

As of Dec. 26, 2009, Whippany, New Jersey-based Suburban had total
debt of about $453 million, adjusted for operating leases,
pensions, self-insurance reserves, and accrued interest.

The ratings on Suburban reflect the partnership's weak business
risk profile and significant financial risk profile.  Credit
factors associated with the weak business risk profile include the
propane and fuel oil distribution business's ongoing customer
conservation, commodity price volatility, limited organic growth
opportunities, exposure to weather, and seasonal demand patterns.
The partnership's strong liquidity, improved financial profile,
favorable operating characteristics, stable margins, flexible cost
structure, and robust distribution coverage partially mitigate
these concerns.

"The stable outlook reflects S&P's expectation that the company
will maintain ample liquidity, strong cash flow metrics, and low
leverage through fiscal 2010," said Standard & Poor's credit
analyst Michael Grande.

Specifically, S&P expects FFO to adjusted debt of between 40% and
45% and total adjusted debt to EBITDA of 2x to 2.25x over this
period.  Higher ratings are unlikely at this time, given the
propane sector's inherent risks, particularly ongoing customer
conservation, commodity price volatility, and limited organic
growth opportunities.  However, upward ratings momentum could be
possible if Suburban continues to maintain robust financial
ratios, including FFO to debt in the mid-40% range, total debt to
EBITDA below 2x, and strong liquidity through future commodity
cycles, and improves its business risk profile.

S&P could lower the ratings if cash flows weaken due to increased
customer conservation or lower margins, resulting in FFO to debt
below 30% and total debt to EBITDA above 3.5x.  A large
acquisition that negatively affects the company's business or
financial risk profiles or underperforms could also adversely
affect the rating.


SUNRISE SENIOR: Director Holladay Won't Vie for Re-Election
-----------------------------------------------------------
Sunrise Senior Living Inc. said director J. Douglas Holladay
notified the Chair of the Governance, Compliance & Nominating
Committee of the Board of Directors that he did not wish to be
nominated for re-election as a director due to other business and
professional commitments.  Accordingly, his term of office as a
director will expire as of the 2010 annual meeting of
stockholders.

                       Going Concern Doubt

According to the Troubled Company Reporter on March 3, 2010, Ernst
& Young LLP of McLean, Virginia, express substantial doubt about
Sunrise Senior Living Inc.'s ability as a going concern after
auditing the company's financial statement for the year ended Dec.
31, 2009.  The auditor said the Company cannot borrow under the
bank credit facility and the Company has significant debt maturing
in 2010 which it does not have the ability to repay.

                    Cash and Liquidity Update

Sunrise had $39.3 million of unrestricted cash at Dec. 31, 2009.
Sunrise has no borrowing availability under its bank credit
facility, and has significant scheduled debt maturities in 2010
and significant debt that is in default.  As of December 31, 2009,
Sunrise had debt of $440.2 million, of which $227.2 million of
debt is scheduled to mature in 2010, including $33.7 million under
its bank credit facility, which is due in December 2010. Debt that
is in default totals $317.2 million, including $198.7 million of
debt that is in default as a result of the failure to pay
principal and interest to the lenders of Sunrise's German
communities. Sunrise is seeking waivers with respect to existing
defaults to avoid acceleration of these obligations.

On Feb. 12, 2010, Sunrise extended $56.9 million of debt that was
either past due or in default at December 31, 2009.  The debt is
associated with an operating community and two land parcels.  In
connection with the extension, Sunrise (i) made a $5.0 million
principal payment at closing, (ii) extended the terms of the debt
to no earlier than December 2, 2010, (iii) provided for an
additional $5.0 principal payment on or before July 31, 2010, and,
among other items, (iv) defaults under the loan agreements were
waived by the lenders.

A full-text copy of the Company's annual report on Form 10-K is
available for free at http://ResearchArchives.com/t/s?55e9

                    About Sunrise Senior

McLean, Virginia-based Sunrise Senior Living --
http://www.sunriseseniorliving.com/-- employs 40,000 people.  As
of November 9, 2009, Sunrise operated 403 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of approximately 41,500 units.  Sunrise
offers a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing and rehabilitative services.  Sunrise's senior
living services are delivered by staff trained to encourage the
independence, preserve the dignity, enable freedom of choice and
protect the privacy of residents.


TAVERN ON THE GREEN: New York City Wins Right to Trade Name
-----------------------------------------------------------
David Glovin at Bloomberg News reports that New York City won the
right to the trade name, "Tavern on the Green," a judge ruled
March 10.

Parties have been awaiting a decision by the District Court on the
last of the restaurant's major assets: the Tavern on the Green
name, which has been valued at $19 million. New York City --
Tavern's landlord -- or the family of the flamboyant restaurateur
Warner LeRoy, which ran the restaurant since 1976, have been
claiming ownership of the trademark.

Lawyers for the company sought to delay a decision on conversion
to a liquidation from a Chapter 11 reorganization until after that
ruling.  The bankruptcy judge, however, said this week that he'd
convert the case to Chapter 7.

                    About Tavern on the Green

Tavern on the Green LP is the operator of the 75-year-old
restaurant in New York's Central Park.  Tavern on the Green, the
second-highest grossing restaurant in the U.S. last year, was
founded in 1934 by New York Parks Commissioner Robert Moses and
the license was bought by restaurateur Warner LeRoy in 1974.

The Company filed for Chapter 11 on September 9, 2009 (Bankr.
S.D.N.Y. Case No. 09-15450).  It listed assets and debts of as
much as $50 million each.


TLC VISION: Bid For Equity Committee Denied
-------------------------------------------
In the face of major opposition from creditors and debtors,
shareholders of TLC Vision Corp. have lost their bid to create an
equity committee to represent their interests in the company's
bankruptcy case, according to Law360.

The Troubled Company Reporter, citing netDocket, reported on
March 5, 2010, that a group of TLC Vision (USA) Corporation's
shareholders holding 12% -- or 6 million shares -- of the
company's equity asks Judge Kevin Gross of the U.S. Bankruptcy
Court for the District of Delaware to appoint an Official
Committee of Equity Security Holders in the case.

The group is represented by Cooley Godward Kronish LLP and
Benesch, Friedlander, Coplan & Aronoff LLP.  The members of the
group are:

     * Strategic Turnaround Opportunity Fund, L.P.
     * Strategic Turnaround Equity Partners, L.P. (Cayman)
     * Rexon Galloway Capital Growth, LLC
     * Trinad Capital Master Fund Ltd.
     * Red Oak Fund, L.P.
     * Pinnacle Fund, LLLP
     * Bruce Galloway Rollover IRA
     * Sara Galloway Rollover IRA
     * Gary Herman IRA
     * Inventron, Ltd. (Energy)
     * Lorraine Herman
     * Larry Hopfensinger

TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TOUSA INC: Commences Filing of Omnibus Claims Objections
--------------------------------------------------------
In their first omnibus claims objection, Tousa Inc. and its units
seek to deny, disallow, expunge, reduce or reclassify about 2,925
claims filed in their Chapter 11 cases.  The Debtors
object to the Claims for one or more of these reasons:

  * The Claims were filed after the applicable Bar Date has
    passed.

  * The Claim are identical to another proof of claim.

  * The Claims are related to proofs of claim that have been
    amended or superseded by another proof of claim.

  * The Claims were withdrawn by the claimants.

  * The Claims are facially defective.

  * The Claims are owed by a non-Debtor affiliate of the Debtors
    or a non-Debtor entity.

  * The Claims failed to specify the basis of the Claims.

  * The Claims are asserted by stockholders and bondholders,
    which were not required to file proofs of claim pursuant to
    the Bar Date Order dated March 17, 2008.

  * The Claims were docketed in error.

  * The Claims are asserted against (i) the wrong Debtor, (ii)
    more than one of the Debtors; or (iii) an unspecified
    Debtor.

  * The Claims were paid in full or will be payable in the
    ordinary course of the Debtors' business.

  * The Claims are not reflected in the Debtors' books and
    records.

  * The Claims assert improper amounts or failed to assert an
    amount.

  * The Claims are subject to setoff or recoupment on account of
    debts owed from the creditors to the Debtors.

  * The Claims are subject of litigation.

  * The Claims are contested claims arising from rescission of a
    purchase or sale of a security of the Debtors or their
    affiliates, for damages arising from the purchase or sale of
    that security, or for reimbursement or contribution allowed
    under Section 502 of the Bankruptcy Code.

  * The Claims relate to an executory contract that was assumed
    by the Debtors.

  * The Claims assert damages arising from rejection of
    unexpired non-residential real property leases.

  * The Claims are covered by applicable non-bankruptcy law.

  * The Claims are subject to an avoidance action.

  * The Claims assert a contingent right to payment pursuant to
    a guarantee agreement, an indemnity agreement or other
    contingent obligation of the Debtors.

  * The Claims were filed as unliquidated.

A list of the Disputed Claims is available for free at:

          http://bankrupt.com/misc/TOUSA_1stOOClaims.pdf

                          Kendale Responds

Kendale Holdings, LLP, insists that Claim No. 729 was based on an
Agreement for Purchase and Sale of Real Estate with Debtor TOUSA
Homes, Inc., which states that all real estate and homeowner's
association dues allocated to the subject lots will be prorated
between the purchaser and seller at the closing.  In this light,
the Claim reflect prorations that were unknown at the time of the
closings and were properly documented on the original invoice,
Kendale points out.  Thus, allowing the 1st Omnibus Claims
Objection would be facilitating the Debtor's efforts to avoid its
obligations, Kendale contends.

                        About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TOUSA INC: Committee Retains Solomon Harris as Special Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Tousa Inc.'s
cases sought and obtained the Court's authority to retain Laura
Hatfield, Esq., and her law firm Solomon Harris as its special
counsel.

The Committee's request is in connection with an adversary
complaint it initiated against Tennenbaum Multi-Strategy Master
Fund and certain other defendants in the U.S. Bankruptcy Court
for the Southern District of Florida.  Tennenbaum Capital SPC and
Fall Creek CLO Ltd., two of the defendants in the Adversary
Proceeding, are Cayman Islands entities.

The Committee thus wants to tap Ms. Hatfield and Solomon Harris
for the limited purpose of effecting service of process on
Tennenbaum Capital SPC and Fall Creek CLO Ltd. and providing it
other legal services as may be required in the Cayman Islands
during the pendency of the Adversary Proceeding.

Solomon Harris' services will be paid according to the firm's
customary hourly rates:

     Title                      Rate per Hour
     -----                      -------------
     Attorneys                  $525 to $595
     Paraprofessionals          $225

Ms. Hatfield will be the principal member of Solomon Harris
working on the Committee engagement and will be paid $595 per
hour for her services.  Craig Powles, Esq., will be assisting Ms.
Hatfield and will charge $525 per hour for his services.  The
firm estimates that the cost for the work to be rendered to the
Committee would be between $1,500 and $2,000.  Solomon Harris
will also be reimbursed for necessary and reasonable expenses
incurred.

At the Committee, the Court rules that all fees and expenses
incurred by Solomon Harris will be paid as administrative
expenses of the Debtors' estates.

Ms. Hatfield, a partner at Solomon Harris, relates that her firm
does not hold or represent any interest adverse to the Committee,
the Debtors, or the Debtors' estates, on the matters for which
her firm is be engaged.  Solomon Harris is a "disinterested
person" as the term is defined under Section 101(14) of the
Bankruptcy Code, Ms. Hatfield maintains.

                        About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TOUSA INC: Sets May 14 Lien Claims Bar Date
-------------------------------------------
At TOUSA Inc.'s request, Judge Olson established May 14, 2010, at
5:00 p.m., as the deadline by which third parties who may be
entitled under non-bankruptcy law to assert prepetition liens
against the Debtors and their property are required to file proof
of their prepetition materialsmen', mechanics', artisans',
shippers', warehousemens' or other secured claims or take actions
to perfect those Prepetition Liens under applicable non-
bankruptcy law.

With respect to secured claims, Section 506(a)(1) of the
Bankruptcy Code defines a secured claim as "an allowed claim of a
creditor secured by a lien on property in which the estate has an
interest . . . to the extent of the value of such creditor's
interest in the estate's interest in such property."  The
Bankruptcy Code also provides that failure to file a proof of
claim does not invalidate a properly perfected claim.

The Court previously entered an order, as amended, authorizing
the Debtors to pay, up to an aggregate amount of $47 million to
the Prepetition Lien Claimants regardless of whether the
claimants have perfected those liens.  As of January 31, 2010,
the Debtors paid an aggregate of $26.8 million to the Prepetition
Lien Claimants with the consent of the Official Committee of
Unsecured Creditors' and the Debtors' prepetition secured
lenders, Paul Steven Singerman, Esq., at Berger Singerman, P.A.,
in Miami, Florida, discloses.

The Debtors now wish to clarify the rights and requirements of
the remaining Prepetition Lien Claimants.  Since the Lien Claims
Order did not require the Prepetition Lien Claimants to take
steps to perfect their rights under applicable state law, the
Debtors believe that certain of the Prepetition Lien Claims may
not have been perfected.

Prepetition Lien Claimants who already filed a proof of claim by
the Original General Claims Bar Date are not required to file a
duplicate proof of claim pursuant to the Lien Claims Bar Date.
If Lien Proofs of Claim are not timely filed, the Prepetition
Lien Claimant asserting that Prepetition Lien is barred from
asserting a statutory lien against the Debtors' property.

Only original Lien Proofs of Claim will be deemed acceptable.
Lien Proofs of Claim sent by facsimile or telecopy will not be
accepted.

With respect to the filing and preparation of each Lien Proof of
Claim:

  (a) Each Lien Proof of Claim must be written in English;
      include a claim amount denominated in United States
      dollars; state a claim against a Debtor; be signed
      by the Prepetition Lien Claimant, or, if the Prepetition
      Lien Claimant is not an individual, by an authorized agent
      of the Prepetition Lien Claimant; and

  (b) Each Lien Proof of Claim must include supporting
      documentation or, if that documentation is voluminous, a
      summary of that documentation or an explanation as to
      why that documentation is not available.  A Lien Proof of
      Claim may be filed without supporting documentation upon
      the prior written consent of the Debtors' counsel.

Any Lien Claimant who is required, but fails, to file a Proof of
Claim or perfect a Prepetition Lien by the Lien Claim Bar Date
will be forever barred, estopped and enjoined from asserting such
claim against the Debtors.

The Debtors will serve the Lien Claims Bar Date on or before
March 15, 2010.  The Debtors will give notice of the Lien Claims
Bar Date on or before March 15, 2010, as provided under Rule
2002(l) of the Federal Rules of Bankruptcy Procedures, to
creditors to whom notice by mail is impracticable, including
creditors whose identities are known but whose addresses are
unknown by the Debtors.

                        About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TP INC: Section 341(a) Meeting Scheduled for April 14
-----------------------------------------------------
The U.S. Trustee for the Eastern District of North Carolina will
convene a meeting of creditors in TP, Inc.'s Chapter 11 case on
April 14, 2010, at 10:00 a.m.  The meeting will be held at USBA
Creditors Meeting Room, 1760 B Parkwood Boulevard, Wilson, NC
27893.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Boone, North Carolina-based TP, Inc., filed for Chapter 11
bankruptcy protection on March 1, 2010 (Bankr. E.D. N.C. Case No.
10-01594).  David J. Haidt, Esq., at Ayers, Haidt & Trabucco,
P.A., assists the Company in its restructuring effort.  The
Company estimated its assets and liabilities at $10,000,001 to
$50,000,000.


TP INC: Wants to Hire Ayers & Haidt as Bankruptcy Counsel
---------------------------------------------------------
TP, Inc., has asked for permission from the U.S. Bankruptcy Court
for the Eastern District of North Carolina to employ David J.
Haidt, of Ayers & Haidt, P.A., as bankruptcy counsel.

Ayers & Haidt will represent and assist the Debtor in carrying out
the Debtor's duties under the provisions of Chapter 11 of the U.S.
Bankruptcy Code.

David J. Haidt says that Ayers & Haidt will be paid based on the
hourly rates of its personnel:

     David J. Haidt             $280
     Paralegal and Law Clerk     $90

Mr. Haidt assures the Court that Ayers & Haidt is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Boone, North Carolina-based TP, Inc., filed for Chapter 11
bankruptcy protection on March 1, 2010 (Bankr. E.D. N.C. Case No.
10-01594).  David J. Haidt, Esq., at Ayers, Haidt & Trabucco,
P.A., assists the Company in its restructuring effort.  The
Company estimated its assets and liabilities at $10,000,001 to
$50,000,000.


TRIBUNE CO: L.A. Times to Sell Zetabid Stake for $10
----------------------------------------------------
Debtor Los Angeles Times Communications LLC seeks the Court's
authority to sell its interest in the Zetabid Holdings LLC joint
venture on the terms and conditions of an LLC Membership Interest
Purchase Agreement dated March 2, 2010.  Zetabid is a national
consumer brand which enables consumers to purchase bank- and
builder-owned properties at public auctions.

In June 2008, L.A. Times, together with two other companies,
created Zetabid to expand access to the inventory of residential
properties sold at auction and to open the market to domestic and
international buyers.  As of March 2, 2010, L.A. Times held a
66.67% interest in Zetabid, while Catalist Homes held the
remaining 33.33% interest.

Kate J. Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Wilmington, Delaware, relates that since Zetabid's
inception, L.A. Times has incurred an overall loss on its
investment and has incurred costs in Zetabid.   According to Ms.
Stickles, L.A. Times believes it is unlikely that investment and
costs will be recouped in the foreseable future.  L.A. Times has
determined it cannot justify continued investment of financial and
creative resources in Zetabid, in light of its need to invest
elsewhere in its business operations.

In light of these considerations, L.A. Times and Catalist have
negotiated the Purchase Agreement and related documents, which
provide for the sale of L.A. Times' interest in Zetabid.
Specifically, the transaction contemplates that, pursuant to the
Purchase Agreement, Zetabid will purchase the total amount of L.A.
Times' membership interest in Zetabid for an aggregate price of
$10.  The Purchase Agreement also contemplates that L.A. Times and
Zetabid will each grant certain mutual, customary releases.  As
additional consideration, the management committee and the board
of directors of Zetabid have entered into a Joint Written Consent,
dated March 2, 2010, authorizing Zetabid to make a special
distribution to L.A. Times in an amount equal to two-thirds the
value of Zetabid's total assets, which amounts to approximately
$200,000.

Upon consummating the sale of L.A. Times' interest in Zetabid, the
Parties will terminate all current and service agreements between
Zetabid and L.A. Times related to L.A. Times' ownership of
Zetabid.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: PHONES Trustee Sues LBO Lenders to Disallow Claims
--------------------------------------------------------------
Wilmington Trust Company, as successor indenture trustee for the
Exchangeable Subordinated Debentures due 2029 -- PHONES -- in the
aggregate amount of approximately $1.2 billion files a complaint
against JPMorgan Chase Bank, N.A.; et al., for equitable
subordination and disallowance of claims, damages, and imposition
of a constructive trust against property of the defendants.

The named defendants are:

  * JPMorgan Chase Bank, N.A.
  * Morgan Securities Inc.
  * Merrill Lynch Capital Corporation
  * Merrill Lynch, Pierce, Fenner & Smith Incorporated
  * Citicorp North America, Inc.
  * Citibank, N.A.
  * Citigroup Global Markets, Inc.
  * Bank of America, N.A.
  * Banc of America Securities, LLC
  * Barclays Bank PLC
  * Morgan Stanley & Co. Inc.

J.P. Morgan Chase Bank is administrative agent for the
$8.028 billion Credit Agreement, dated May 17, 2007.  Merrill
Lynch Capital Corporation served as Administrative Agent for the
$1.6 billion Senior Unsecured Interim Loan Agreement, dated as of
December 20, 2007.

Citicorp North America, Inc., and Bank of America, N.A., served as
a co-documentation agents for the Senior Credit Facility and the
Bridge Facility.  Barclays Bank PLC served as co-documentation
agent for the Senior Credit Facility.

J.P. Morgan Securities is one of the lead arrangers for both the
Senior Credit Facility and the Bridge Facility.  Banc of America
Securities LLC served as one of the lead arrangers for both the
Senior Credit Facility and the Bridge Facility.

Citigroup Global Markets, Inc., acted as financial advisor to
Tribune Company in connection with the LBO and served as one of
the lead arrangers for both the Senior Credit Facility and the
Bridge Facility.  Merrill, Lynch, Pierce, Fenner & Smith
Incorporated, an affiliate of MLCC, acted as financial advisor to
Tribune Company in connection with the leveraged buy-out.  Morgan
Stanley & Co. Inc. was engaged by Tribune Company to act as a
financial advisor to the Special Committee of the Board of
Directors of Tribune Company in connection with the LBO.  Citibank
was the trustee under the PHONES indenture.

Representing Wilmington Trust, Jennifer R. Hoover, Esq., at
Benesch, Friedlander, Coplan & Aronoff LLP, in Wilmington,
Delaware, asserts that the PHONES were the particular target and
victims of the scheme between Tribune Company and defendants
Citigroup Global Markets, Inc.; Merrill, Lynch, Pierce, Fenner &
Smith Incorporated; JP Morgan Chase Bank, N.A.; J.P. Morgan
Securities; and Bank of America, N.A., in which the other
defendants actively participated, to structure and execute the
leveraged buyout in a manner that both Tribune and the Lead Banks
foresaw would render Tribune insolvent and ultimately, drive it
into bankruptcy, all at the expense of the PHONES, holders of an
approximately $1 billion investment in Tribune.

According to Ms. Hoover, the LBO fundamentally changed Tribune's
capital structure in order to:

  (a) meet the demands of major shareholders of Tribune that
      they be cashed out; and

  (b) and transfer control of Tribune to Samuel Zell, a Chicago
      real estate developer.

Ms. Hoovers maintains that to accomplish these purposes, Tribune
obligated itself to buy out all of its existing shareholders,
increased its total debt to over $13 billion to finance the LBO to
guarantee that debt.

Neither Tribune, its creditors nor the Guarantors benefited from
incurring the LBO Debt, Ms. Hoovers avers.  She adds that the Lead
Banks structured the LBO knowing that it would add a tremendous
amount of debt to Tribune and render it insolvent, but relied on
the equity provided by the PHONES to cover that risk.

"Defendants' misconduct in structuring and effectuating the LBO,
including foisting the LBO Debt upon Tribune and obtaining the
related guarantees and stock pledges, in a manner that rendered
Tribune insolvent and, ultimately, bankrupt, to the direct
detriment and at the expense of the PHONES, mandates equitable
subordination of the defendants' claims to those of the PHONES
holders," Ms. Hoovers tells the Court.

Accordingly, Wilmington Trust asks the Court to:

  (a) disallow the claims of all defendants, including JPMCB and
      MLCC as Administrative Agents;

  (b) award damages against Citibank, N.A for its breach of
      fiduciary duties and equitable subordination and damages
      against the other defendants for aiding and abetting
      Citibank's breach of its fiduciary duties;

  (c) award a constructive trust over any property right, claim,
      interest, or other thing of value received and obtained by
      any of the defendants as a consequence of their wrongful
      conduct; and

  (d) to enter an order transferring to the Tribune estate of
      all liens securing the Bank Claims and the equitable
      subordination of all Bank Claims and other claims of
      defendants against Tribune to the claims of the PHONES.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Proposes to Amend $30 Mil. Credit Pact With Barclays
----------------------------------------------------------------
Tribune Company and its debtor affiliates seek authority from
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware to enter into an amended letter of credit agreement in an
amount of up to $30,000,000 to be provided by Barclays Bank PLC,
as postpetition agent and issuing bank, together with a syndicate
of other financial institutions.

The Debtors relate that on November 19, 2009, they repaid the
then-current outstanding balance of the loans under the RLA of
$170,000,000, of which $150,000,000 represented term loan
borrowings and $20,000,000 represented the revolving line of
credit borrowings.  According to the Debtors, amounts repaid under
the term loan were not available to be reborrowed, but they
maintained the $75,000,000 revolving credit, subject to the
conditions in the Extended Securitization Facility, including
continued payment of a commitment fee on the unused portion of the
revolving line of credit.

Kate J. Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Wilmington, Delaware, relates that the Debtors during the
course of their Chapter 11 cases have accrued an available cash
balance of approximately $1.42 billion as reported in the
January 31, 2010 monthly operating report for Debtor Tribune
Company.  Given their significant available cash on hand, the
Debtors no longer require the remaining, unused Extended
Securitization Facility, and have terminated the securitization
portion of the Amended Facilities, Ms. Stickles maintains.

On February 25, 2010, the Debtors provided written notice of
termination to Barclays that the borrower, Tribune Receivables,
LLC, had elected to reduce the Revolving Commitments under the RLA
to zero effective on February 26, 2010.  The notice resulted in a
Facility Termination Date of February 26, 2010, and a Final Payout
Date of March 1, 2010, at which time the Debtors paid the
Administrative Agent $12,500 in remaining fee obligations under
that facility.  The terms of the final payout and termination of
the Extended Securitization Facility is available for free at:

      http://bankrupt.com/misc/Tribune_PayoutTermPact.pdf

Mr. Stickles says the Debtors do not believe that Bankruptcy Court
approval is required for the Termination Agreement, which was
executed pursuant to the agreements previously approved under the
Financing Orders.

The Termination Agreement specifically provides that in reference
to Financing Orders, the interest of the Administrative Agent and
Lenders in the Collateral will be released.  The Guaranty will
remain in effect with respect to any Transaction Party Obligations
arising from a term or provision of the RLA that by its terms
survives termination of that agreement.

Ms. Stickles tells the Court that although the Debtors have
terminated the Extended Securitization Agreement, they intend to
further amend and extend the Amended Letter of Credit Facility
according to the terms provided for in Amendment No.3 to the
Letter Agreement, a full-text copy of which is available for free
at http://bankrupt.com/misc/Tribune_Am3LCA.pdf

The Debtors assert that the Termination Agreement is not intended
to modify or release any lien or interests of the Administrative
Agent and the Lenders in the LC Cash Collateral, which will
continue in full force and effect.

By this Motion, the Debtors seek the Court's authority to, among
others:

  (a) enter into Amendment No. 3 to the Letter of Credit
      Agreement, which, among other things, reduce the
      Commitment Amount to $30,000,000;

  (b) extend the Termination Date to the earlier to occur of (i)
      April 9, 2011, or (ii) other date on which the Commitments
      terminate pursuant to Section 9 of the Amended Letter of
      Credit Agreement;

  (c) continue to perform their reimbursement and other
      obligations under, and provide the required LC Cash
      Collateral under, the Letter of Credit Agreement, in an
      amount at least equal to 105% of the aggregate amount of
      Letter of Credit Liabilities;

  (d) grant to the LC Agent, the Issuing Bank and the Lenders
      priority in payment with respect to the obligations of
      Debtor Tribune Company and the other Debtors under the
      Amended Letter of Credit Agreement over any and all
      administrative expenses of the kind as specified in
      Sections 503(b) and 507(b) of the Bankruptcy Code other
      than in respect of the Carve-Out; and

  (e) continue the prior relief granted under the Final
      Financing Order and the Second Financing Order pertaining
      to the Amended Letter of Credit Facility.

           Parties Seek to File Fee Letter Under Seal

In a separate filing, the Debtors and Barclays jointly seek the
Court's authority to file under seal a fee letter.  In connection
with the provision of the proposed amended letter of credit
facility, Tribune Company has, as is customary, agreed to pay
certain fees and expenses to Barclays pursuant to a certain
separate, confidential, fee letter.

According to the Debtors, fees that Tribune Company pays in
connection with the financing of its operations would not,
typically, be something that Barclays, as a Lender, or any other
lender similarly situated, would disclose to anyone.  Recognizing
that a certain degree of transparency and public scrutiny is a
necessary part of the bankruptcy process, prior to the hearing on
this Motion, the Debtors and Barclays thought it is reasonable and
appropriate to disclose the Fee Letter to the U.S. Trustee, which
they have done, Ms. Stickles tells the Court.

The Debtors and Barclays assert that harm would ensue if the
highly confidential information contained in the Fee Letter became
public information.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TYSON FOODS: Fitch Affirms Issuer Default Rating at 'BB'
--------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and other
debt ratings of Tyson Foods, Inc., and its Tyson Fresh Meats, Inc.
subsidiary:

Tyson

  -- Long-term IDR at 'BB';
  -- ABL bank facility at 'BB+';
  -- Senior unsecured notes due 2011 at 'BB-';
  -- Convertible senior notes due 2013 at 'BB-';
  -- Senior guaranteed unsecured notes due 2014 at 'BB';
  -- Senior guaranteed unsecured notes due 2016 at 'BB';
  -- Senior unsecured notes due 2018 at 'BB-';
  -- Senior unsecured notes due 2028 at 'BB-'.

TFM

  -- Senior secured notes due 2026 at 'BB+'.

The Rating Outlook is Stable.

These rating actions affect Tyson's $3.4 billion of total debt at
the fiscal first quarter ended Jan. 2, 2010.  Pro forma for
approximately $446 million of debt reduction after quarter end,
total debt is estimated at $3 billion.

Tyson's ratings reflect its leading U.S. market positions, strong
brand recognition and the diversification provided by its chicken,
beef, pork and prepared foods businesses.  These factors are
partially offset by the low margin and often unpredictable nature
of the commodity protein industry.  Operating earnings and cash
flow volatility combined with high debt levels have historically
caused significant swings in Tyson's credit statistics.  However,
solid liquidity and declining debt levels are viewed positively.

During the latest 12 month period ended Jan. 2, 2010, leverage --
defined as total debt-to-operating EBITDA -- was 2.5 times, an
improvement over the 4.1x at the fiscal year ended Oct. 3, 2009.
Operating EBITDA-to-gross interest expense was 4.2x, up from 2.7x
at fiscal year end, and FFO (funds from operations) fixed charge
coverage was 2.6x, up from 2.1x at fiscal 2009 year end.

Current ratings incorporate Fitch's historical expectations that
leverage would average 4.0x over the long-term.  However, Fitch
currently anticipates that Tyson's leverage will remain at
significantly lower levels in the near term, providing room within
the ratings.  Improvement will be driven by continued debt
reduction along with higher global protein demand and manageable
production costs.  While import restrictions related to various
proteins and over production within chicken remain risks, Tyson
should benefit from improved operating efficiencies and
diversification across beef, pork and prepared foods.  Leverage
consistently in the mid-2.0x range or lower resulting from
meaningful debt reduction, positive internally generated free cash
flow and effective risk management practices could result in
positive rating actions.

Tyson's operating earnings have improved considerably over the
past several quarters.  During the most recent fiscal first
quarter ended Jan. 2, 2010, each of the company's operating
segments experienced significant year-over-year operating income
growth and margin expansion.  Chicken operating income increased
to $78 million, after the segment experienced a $286 million loss
during the first quarter of fiscal 2009, resulting in a margin of
3.2%.  The chicken segment benefited from a lack of losses related
to risk management transactions and strong volume growth.
Profitability in pork and prepared foods has remained strong and
the company's operating margin in beef improved to an
unprecedented 4.4%, up from breakeven last year.  Tyson has
articulated normalized operating margins of 5%-7% for chicken,
1.5%-3% for beef, 3%-5% for pork and 4%-6% for prepared foods.

Tyson has implemented new hedging policies, which Fitch will
continue to monitor, to reduce earnings volatility associated with
its risk management practices.  Absent future losses associated
with these transactions and a supply/demand imbalance in chicken,
Fitch believes Tyson can generate chicken margins at the low end
of its 5%-7% normalized range for the current fiscal year.
Furthermore, despite an anticipated increase in livestock prices
in 2010, improved operating efficiencies could help the company
generate margins around normalized levels for beef, pork and
prepared foods during fiscal 2010.

Tyson generated $973 million of free cash flow (defined as cash
flow from operations less capital expenditures and dividends)
during the LTM period ended Jan. 2, 2010.  Working capital has
benefited from lower cost grain-related inventory and improved
management of accounts receivable and payables.  Fitch does not
expect free cash flow to remain this high for the full fiscal 2010
year, given a significant increase in capital expenditures and
that additional material improvements in working capital are not
anticipated in the near-term.  Tyson plans to spend approximately
$600 million on capital expenditures in fiscal 2010, up from
$368 million last year.

On Jan. 2, 2010, Tyson had approximately $2 billion of liquidity
consisting of $1.4 billion of cash and $598 million of ABL
revolver availability, based on a borrowing base of $864 million
at period end and $266 million of outstanding letters of credit.
The ABL matures on March 9, 2012 or July 3, 2011, if Tyson's 8.25%
senior unsecured notes due Oct.  1, 2011 are still outstanding.
Financial covenants are limited to a springing fixed charge
coverage ratio of 1.1x if availability falls to below 15% of the
total commitment or $150 million.

Significant upcoming debt maturities include $556 million of 8.25%
unsecured notes due Oct. 1, 2011.  Tyson repurchased $253 million
of these notes, repaid its $140 million of 7.95% secured Tyson
Fresh Meat notes due Feb.  1, 2010 and repurchased $53 million of
its 7.85% guaranteed unsecured notes due April 1, 2016 after the
end of the fiscal first quarter.  The 2014 and 2016 senior
unsecured notes are guaranteed by Tyson Fresh Meats, Inc. and its
subsidiaries while the 2014 notes also benefit from an additional
guarantee from substantially all of Tyson's domestic subsidiaries.
Fitch expects Tyson to continue to aggressively pursue
opportunities to repurchase debt over the near-term.  Tyson's
Jan. 12, 2010 amendment to its ABL credit facility helps ensure
cash will be available to repay any outstanding balances on the
2011 notes.


US CONCRETE: Has Substantial Doubt; In Talks for Restructuring
--------------------------------------------------------------
U.S. Concrete, Inc., released its fourth quarter and year-end 2009
results.  U.S. Concrete reported a net loss attributable to
stockholders of $16.7 million on revenue of $119.85 million for
the quarter ended December 31, 2009, compared with a net loss of
$132.2 million on $173.32 million of revenue in the fourth quarter
of 2008.

For the full year 2009, the Company reported a net loss
attributable to stockholders of $88.2 million on revenue of
$534.48 million compared with a net loss of $132.45 million on
revenue of $754.30 million for 2008.

The Company's balance sheet at Dec. 31, 2009, showed assets of
$392.37 million against debts of $402.56 million, for a
stockholders' deficit of $10.19 million.

The Company has retained financial and legal advisors to assist in
evaluating potential strategies to strengthen its balance sheet.
The Company also amended its credit agreement to provide access to
an additional $5.0 million in liquidity and obtained waivers for
certain potential future events.  While the Company is currently
in compliance with the provisions of its amended credit agreement,
the continuing economic conditions impacting the ready-mixed
concrete industry in the Company's markets and the impact of
unusually severe winter weather have placed significant stress on
the Company's liquidity position, which has further weakened in
2010.

Commenting on the fourth quarter results and the restructuring
process, Michael W. Harlan, the Company's President and Chief
Executive Officer, said, "Our revenue was down about 30 percent,
which was about what we expected as we began the quarter.  We
continue to experience challenging market conditions, which have
negatively impacted our revenue, profitability and liquidity.  We
have implemented further cost control measures, including expanded
wage freezes, elimination of our 401(k) matching contribution,
reduction of employee benefits and emergency-only capital
expenditures."  Mr. Harlan continued, "2010 has gotten off to a
slow start, with inclement weather causing delays in concrete
projects in most of our markets.  As a result, our volumes are
approximately 20 percent lower than our expectations through
February, which has added further pressure to our liquidity.  From
a restructuring perspective, we are working diligently to right
size our capital structure and enhance our liquidity position.  In
light of these circumstances, we have initiated discussions with
the lenders under our credit agreement, representatives of our 8-
3/8% senior subordinated notes and others regarding a permanent
restructuring of our balance sheet.  Such a restructuring would
likely affect the 8-3/8% senior subordinated notes, our credit
agreement and our outstanding common stock, and may be effected
through negotiated modifications to the agreements related to
those debt obligations or through other forms of in or out of
court restructurings."

The Company's net debt at December 31, 2009 was $292.3 million, up
$4.2 million from September 30, 2009.  The sequential quarterly
increase in the Company's net debt was primarily related to a
reduction in our cash balances.  Net debt at December 31, 2009 was
comprised of total debt of $296.5 million, less cash and cash
equivalents of $4.2 million.

Robert D. Hardy, Executive Vice President and Chief Financial
Officer of U.S. Concrete, stated, "As of December 31, 2009, we
have $4.2 million of cash on hand and $45.3 million of available
borrowing capacity under our revolving credit facility.  We had
$16.7 million outstanding on our revolving credit facility and
$11.6 million of letters of credit.  However, the Company's
liquidity (cash and revolver availability) has dropped
significantly, to less than $25 million as of the end of February.
Additional letters of credit to support our self insurance and
surety bond programs and a reduction in the borrowing base
computation due to significantly reduced sales volumes reduced our
revolver availability."  Mr. Hardy continued, "Absent a successful
restructuring, there is substantial doubt about our ability to
continue to operate as a going concern."

A full text copy of the press release on the Company's fourth
quarter results is available for free at:

          http://researcharchives.com/t/s?5826

                        Conference Call

U.S. Concrete scheduled a conference call for Wednesday, March 10,
2010, at 10:00 a.m., Eastern time, to review its fourth quarter
2009 results.  To participate in the call, dial (480) 629-9819 at
least ten minutes before the conference call begins and ask for
the U.S. Concrete conference call.  A replay of the conference
call will be available through Wednesday, March 17, 2010.  To
access the replay, dial (303) 590-3030 using the pass code
4255647.

                       About U.S. Concrete

U.S. Concrete (Nasdaq: RMIX) services the construction industry in
several major markets in the United States through its two
business segments: ready-mixed concrete and concrete-related
products; and precast concrete.  The Company has 125 fixed and 11
portable ready-mixed concrete plants, seven precast concrete
plants and seven producing aggregates facilities.  During 2008
(including acquired volumes), these plant facilities produced
approximately 6.3 million cubic yards of ready-mixed concrete and
3.5 million tons of aggregates.

                           *     *     *

As reported by the Troubled Company Reporter on February 24, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S. Concrete to 'CC' from 'CCC+'.  At the same time,
S&P lowered the issue-level rating on the company's senior
subordinated notes due 2014 to 'C' (one notch below the corporate
credit rating) from 'CCC'.  S&P revised the recovery rating to
'6', indicating its expectation of negligible recovery (0%-10%) in
the event of a payment default, from '5'.  The rating outlook is
negative.


VALCOM INC: Posts $285,105 Net Loss in December 31 Quarter
----------------------------------------------------------
Valcom, Inc., filed its quarterly report on Form 10-Q, showing a
net loss of $285,105 on $191,185 of revenue for the three months
ended December 31, 2009, compared with a net loss of $444,723 on
$66,269 of revenue for the same period of 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$1.4 million in assets and $2.7 million of debts, for a
stockholders' deficit of $1.3 million.

As reported in the Troubled Company Reporter on March 2, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
ValCom, Inc. ability to continue as a going concern after auditing
the Company's consolidated financial statements as of and for
the years ended September 30, 2009, and 2008.  The independent
auditors reported that the Company has suffered losses from
operations and has a working capital deficit.

In its Form 10-Q report, the Company says that in addition to the
net loss, the Company has a negative cash flow from operations of
$22,065 for the three months ended December 31, 2009, a working
capital deficiency of $1.5 million and an accumulated deficit of
$20.9 million at December 31, 2009.

A full-text copy of the quarterly report is available for free at:

               http://researcharchives.com/t/s?5849

Indian Rocks Beach, Fla.-based Valcom, Inc. (OTC
BB: VLCO) -- http://www.valcom.tv/-- is a diversified, fully
integrated, independent entertainment company that has been in
operation since 1983.  ValCom, Inc., through its operating
divisions and subsidiaries, creates and operates full service
facilities that accommodate film, television and commercial
productions with its four divisions comprised of studio and
rental, television and film, broadcasting, and live theater.

On July 14, 2007, the Company voluntarily filed for protection
under Chapter 11 of the U.S. Bankruptcy Code.  The Company emerged
from bankruptcy the following year.


VISTEON CORP: Proposes to Employ Hammonds as UK Counsel
-------------------------------------------------------
Visteon Corp. and its units seek permission from the Court to
employ Hammonds LLP as their counsel with respect to legal issues
arising under the laws of the United Kingdom, with a particular
focus on pension-related matters nunc pro tunc to February 15,
2010.

Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that Visteon UK Limited was a
sponsor of a pension plan.  He notes that on October 15, 2009,
the Visteon UK Pension Trustees Limited, in its capacity as
trustee of the VUK Plan and on behalf of the beneficiaries of the
VUK Plan, and the Board of the Pension Protection Fund, filed
proofs of claim against each of the Debtors, asserting contingent
and unliquidated claims pursuant to the UK Pension Act 2004 and
the UK Pensions Act 1995 for liabilities related to a funding
deficiency of the VUK Plan.  The Claims assert that the VUK Plan
had a funding deficiency of approximately $555 million as of
March 31, 2009.

On June 26, 2009, the UK Pension Regulator advised KPMG LLP as
administrators of VUK that it was investigating on whether to
commence regulatory action to seek a "financial support
direction" under Section 43 of the Pensions Act 2004.  The UK
Pensions Regulator also requested certain information from
several Visteon entities, including the Debtors, as part of the
investigation.  The Debtors assert that there is no basis
whatsoever for the exercise of the UK Pensions Regulator's "moral
hazard" powers with respect to the VUK Plan.

Mr. Billion notes that another subsidiary of Visteon
International Holdings, Inc., located in the United Kingdom,
Visteon Engineering Services, also has a pension plan on account
of which the plan's trustee -- Visteon Engineering Services
Pension Trustees Limited -- submitted proofs of claim against
each of the Debtors, asserting contingent and unliquidated claims
pursuant to the UK Pensions Act 2004 and the UK Pensions Act 1995
for liabilities related to an alleged funding deficiency of the
VES Plan.  Under the VES Claim, the UK Pensions Regulator advised
the VES Plan trustee that it has begun investigating funding
issues related to the VES Plan.  The VES Claims assert that as of
March 31, 2009, the VES Plan was underfunded by approximately
$118.1 million.

The Debtors thus seek the employment of Hammonds to address
issues related to the ongoing pension plan investigations and the
Pension Plan Claims.

The Debtors have selected Hammonds, asserting that the firm is a
well-respected, full service law firm with more than 500
attorneys in numerous specialty areas.  The Debtors note that
Hammonds employs 50 attorneys specializing in pension law and has
extensive experience and knowledge in pension law practice.
Moreover, the Debtors add, Hammonds has advised them on certain
pension matters since 2002 and is therefore intimately familiar
with the relevant issues.

The Debtors propose to pay Hammonds between $235 to $707 per
hour, subject to a 35% discount.  The Debtors also seek to
reimburse the firm for its actual and necessary expenses.

The Debtors reveal that Hammonds previously provided them
services as an ordinary course professional.  However, starting
in early February, they increased their use of Hammonds' services
so that the firm expects going forward to generate fees in excess
of the OCP Cap.

The Debtors tell the Court that they owe Hammonds $5,874 for
professional services incurred by the firm prior to the Petition
Date.  However, the Debtors note, Hammonds has agreed to waive
all rights and interests in that claim.

Jane Bullen, Esq., at Hammonds LLP, in London, United Kingdom,
assures the Court that her firm is a "disinterested person" as
that term is defined under Section 101(14) of the Bankruptcy
Code, and does not hold or represent an interest adverse to the
Debtors or their estates.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Visteon
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


VISTEON CORP: Retirees Raise Money in Fight to Keep Pensions
------------------------------------------------------------
A group of Visteon salaried retirees are working "to raise money
to cover legal costs" in an effort to retain their pension
benefits, The Detroit Free Press reports.

The group calls themselves the Visteon Pension Plan Participant
Ad Hoc Committee, with its core team members consisting of 6
Visteon salaried employees and 1 Visteon Group II salaried
retiree.  The core members are Chris, Hensel, Leo Jekot, Sam
Khoury, Jim Kornacki, Ralph McNabb, Mary Murley and Shelly
Thomopolous.

The Ad Hoc Committee has established a Web site, under which it
stated it is dedicated to the pursuit for the preservation of the
Visteon Pension Plans.  Among others, the Ad Hoc Committee sought
the appointment of a pension committee in the bankruptcy cases of
Visteon and its affiliates.

The Ad Hoc Committee is represented by McDonald Hopkins LLC and
Polsinelli Shughart PC.

The Visteon retirees' concern stems from a provision in the
December 2009 Chapter 11 Plan Visteon filed to the U.S.
Bankruptcy Court for the District of Delaware, which proposes the
transfer of the Company's pension liabilities to the Pension
Benefit Guaranty Corp.

The retirees are worried they might lose their pension benefits
if the Visteon Pension Plans are turned over to the PBGC.
Indeed, the PBGC has noted that the Pension Plan transfer could
translate to the Visteon retirees losing close to $100 million in
benefits, The Detroit Free Press relates.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Visteon
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


VISTEON CORP: Union Wants Stay of OPEB Order
--------------------------------------------
The IUE-CWA, Industrial Division of Communication Workers of
America, AFL-CIO, CLC asks Judge Bankruptcy Judge Christopher
Sontchi to stay the OPEB Order he issued last December 22, 2009,
while the ruling is under appeal.  The OPEB Order permits the
Debtors to amend or terminate Post-Employment Health Care and Life
Insurance Benefits for certain of their employees and surviving
spouses.

IUE-CWA asserts that the stay should be granted because the
termination of medical benefits will irreparably harm
approximately 2,100 retirees who earned and paid for those
benefits over a life-time of service to the Debtors.

IUE-CWA further asserts that (i) it has a likelihood of success
on the merits of the appeal, (ii) issuance of a stay will not
substantially injure the other parties-in-interest in the matter,
and (iii) the public interest lies in favor of staying the OPEB
Order.

Currently, about 2,100 IUE-CWA retirees and their dependents are
receiving or are eligible to receive medical benefits paid for by
the Debtors.  The IUE-CWA emphasizes that if the OPEB Order is
not stayed, those retirees will be left in dire circumstances by
the complete elimination of their healthcare benefits.

The IUE-CWA filed a notice of appeal with the U.S. District Court
for the District of Delaware on February 4, 2010, of Judge
Sontchi's OPEB Order.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Visteon
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


WASHINGTON MUTUAL: Equity Panel Seeks to Intervene in Adv. Cases
----------------------------------------------------------------
The Official Committee of Equity Security Holders in Washington
Mutual Inc.'s cases asked Judge Walrath to allow it to intervene
in the adversary proceedings involving (i) WaMu's request for the
turnover of $4 billion in funds held by JPMorgan Chase Bank,
National Association, referred to as the "Turnover Proceeding,"
and (ii) JPMorgan's complaint against the Debtors, the Official
Committee of Unsecured Creditors and the Federal Deposit Insurance
Corporation to ensure that it is not divested of the assets and
interests it purchased in good faith from the FDIC, as receiver
for Washington Mutual Bank, referred to as the "JPMorgan
Proceeding."

The outcome of the Adversary Proceedings will have a significant
impact on the ultimate recoveries available for equity security
holders.  "The Equity Committee's intervention in the Adversary
Proceedings is necessary to allow it to exercise its fiduciary
duties to assert and protect the equity security holders'
interests,"

The outcome of the Adversary Proceedings will have a significant
impact on the ultimate recoveries available for equity security
holders.  The Equity Committee's intervention in the Adversary
Proceedings is necessary to allow it to exercise its fiduciary
duties to assert and protect the equity security holders'
interests," asserts Bradford J. Sandler, Esq., at Benesch,
Friedlander, Coplan & Aronoff LLP, in Wilmington, Delaware.

The Equity Committee maintains that its intervention in the
Adversary Proceedings will cause no prejudice or delay.

In satisfaction of Rule 24(c) of the Federal Rules of Civil
Procedure, Mr. Sandler specifies that Equity Committee seeks
intervention with respect to:

  (i) the Debtors' complaint for turnover of estate property and
      the related responses of parties-in-interest in the
      Turnover Proceeding; and

(ii) the Debtors' amended counterclaims in response to the
      Complaint of JPMorgan and related objections and responses
      in the JPMorgan Proceeding.

The Equity Committee also asked the Court to waive the
requirement to accompany its motion with a brief pursuant to Rule
7007-1 of the Local Rules of Bankruptcy Practice and Procedure of
the U.S. Bankruptcy Court for the District of Delaware.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Equity Panel Sues to Get Shareholders Meet
-------------------------------------------------------------
Washington Mutual, Inc., should be compelled to schedule and hold
an annual shareholders' meeting on a certain date, pursuant to
Sections 23B.07.030 and 23B.07.010 of the Revised Code of
Washington, the Official Committee of Equity Security Holders
insisted in an adversary complaint filed with the Court.

According to Bradford J. Sandler, Esq., at Benesch, Friedlander
Coplan & Aronoff LLP, in Wilmington, RCW 23B.07.010 requires a
corporation "[to] hold an annual meeting of shareholders for the
purpose of electing directors."  RCW 23B.07.030(2) provides that
the Court may summarily order a meeting to be held:

  (a) on application of any shareholder of the corporation
      entitled to vote in the election of directors at an annual
      meeting, if an annual meeting was not held within the
      earlier of six months after the end of the corporation's
      fiscal year, or 15 months after its last annual meeting or
      approval of corporate action by shareholder consent in
      lieu of that meeting; or

  (b) on application of a shareholder who executed a demand for
      a special meeting, if (i) notice of the special meeting
      was not given within 30 days after the date the demand was
      delivered to the corporation's secretary; or (ii) the
      special meeting was not held in accordance with the
      Notice.

WaMu has failed to convene an annual shareholders meeting for
nearly two years.  Consequently, the Debtor has deprived the
Equity Committee and other shareholders of useful and relevant
information regarding WaMu's operations and has prevented them
from nominating and voting for WMI directors, Mr. Sandler states.

WaMu's 2007 fiscal year follows the calendar year and therefore,
ended on December 31, 2007, for which WaMu's held its last annual
shareholder meeting on or about April 20, 2008.  However, for the
Company's 2008 fiscal year, which ended on December 31, 2008, an
annual WMI shareholders' meeting was not held within the next
six-month period.  Moreover, an annual WMI shareholders' meeting,
approval of corporate action by shareholder consent in lieu of a
meeting, was not held within the next 15 months.

WaMu's latest fiscal year ended on December 31, 2009, but the
Company has not set a date for an annual meeting of shareholders
in 2010, "which, under WaMu's by-laws, would normally be held on
April 20, 2010."  Neither has WaMu taken any action by written
consent to elect the Company's directors in lieu of an annual
meeting, the Equity Committee laments.

Mr. Sandler notes that WaMu has issued approximately 3 million
shares of Class R Preferred Stock, approximately 20 million
shares of Class K preferred stock, and approximately 1.7 billion
shares of common stock.  In this light, members of the Equity
Committee, who are shareholders and beneficial owners of shares
of WaMu preferred and common stock, are entitled to vote in the
election of directors of the Company at an annual meeting, he
avers.

WaMu has also failed, as a publicly traded company, to submit any
required annual and quarterly reports, including financial
statements, with the U.S. Securities and Exchange Commission for
two years, the Equity Committee reminds the Court.

                 Sandler Withdraws Appearance
                  as Equity Committee Counsel

In a subsequent filing, Mr. Sandler withdrew his appearance
before the Court as Delaware counsel to the Equity Committee.
William P. Bowden, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware entered a notice of appearance as proposed Delaware
counsel to the Equity Committee.

Accordingly, pursuant to Rules 2002, 3017 and 9007 of the Federal
Rules of Bankruptcy Procedure and Section 1109(b) of the
Bankruptcy Code, the Equity Committee informed parties-in-
interest that all notices and pleadings in the Debtors' cases
will be served going forward on:

      William P. Bowden, Esq.
      Ashby & Geddes, P.A.
      500 Delaware Avenue, 8th Floor
      P.O. Box 1150
      Wilmington, Delaware 19899
      Telephone: 302-654-1888
      Facsimile: 302-654-2067
      wbowden@ashby-geddes.com

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Equity Panel Wants PSJC as Fin'l Advisor
-----------------------------------------------------------
The Official Committee of Equity Security Holders in Washington
Mutual Inc.'s cases seeks the Court's authority to retain Peter J.
Solomon Company as its financial advisor and consulting expert,
nunc pro tunc to February 12, 2010.

The Equity Committee asserts that PJSC is qualified to act as its
financial advisor and consultant in the Debtors' Chapter 11 cases
because the firm has particular expertise in valuing complex
businesses and providing expert testimony regarding valuation.
PJSC also has expertise in working with distressed financial
institutions, relates Bradford J. Sandler, Esq., at Benesch
Friedlander, Coplan & Aronoff LLP, in Wilmington, Delaware.

As financial advisor to the Equity Committee, PSJC is expected
to:

  (1) advise and assist the Equity Committee in assessing the
      operating and financial performance of, and strategies
      for the Debtors as of or about the Petition Date,
      including reviewing and analyzing business plans and
      financial projections, and testing assumptions and
      comparing those assumptions to historical Company and
      industry trends;

  (2) advise and assist the Equity Committee in evaluating the
      Debtors and their assets and liabilities as of the
      Petition Date, including valuations proposed by any
      interested party;

  (3) advise and assist the Equity Committee in evaluating the
      claims made in the Chapter 11 cases, as well as evaluating
      tax assets and subsidiary or affiliate values;

  (4) advise and assist the Equity Committee in developing a
      solvency analysis of the Company as of the Petition Date;

  (5) advise and assist the Equity Committee in analyzing the
      Debtors' claims regarding seizure of their banking
      affiliates;

  (6) advise and assist the Equity Committee and Venable LLP as
      the Debtors' counsel in the course of any negotiations
      with the Company and its creditors and constituencies,
      including participation in meetings and telephone or video
      conferences;

  (7) if requested, to provide testimony with respect to the
      financial advisory and consulting expert services,
      specifically including testimony with respect to valuation
      issues or in connection with the Equity Committee's
      prosecution of claims; and

  (8) render other financial advisory and consulting expert
      services as may be agreed upon by PJSC, the Equity
      Committee and Venable.

The services of PJSC are necessary to enable the Equity Committee
to assess and monitor the efforts of the Debtors and advisors to
maximize the value of their estates and to reorganize
successfully, Mr. Sandler asserts.

The Equity Committee propose to entitle PJSC to a $175,000
advisory fee per month, subject to certain adjustment mechanisms.
PSJC will also be reimbursed for necessary out-of-pocket expenses
that it may incur.

The Equity Committee and PJSC acknowledge that during the course
of the Debtors' Chapter 11 cases, there may be months in which
the level of services to be provided by PJSC is "materially
diminished or is in excess of the level contemplated currently by
the parties."  Accordingly, the parties agree that the Monthly
Fee "may be adjusted downward" based on a mutually agreed upon
amount during those months.  The Equity Committee may also
recommend to the Court the payment of an additional fee to PJSC.
Any adjustment will be reviewed by the Equity Committee and PJSC
each month.

The Debtors will indemnify and hold harmless PJSC and its
affiliates from and against any losses, claims or proceedings (i)
related to or arising out of oral or written information provided
by the Debtors, or other action or failure to act by the Debtors,
or (ii) otherwise related to or arising out of the parties'
Engagement Agreement or any transaction or conduct in connection
with the Equity Committee's retention of PJSC.

The Debtors will have no obligation to indemnify PJSC or provide
contribution or reimbursement to PJSC for:

  * any claim or expense that is judicially determined to have
    arisen from PJSC's bad faith, self-dealing, breach of
    fiduciary duty, gross negligence or willful misconduct;

  * a contractual dispute in which the Debtors allege the breach
    of PJSC's contractual obligations unless the Court
    determines that indemnification, contribution or
    reimbursement would be permissible; or

  * any claim or expense that is settled prior to a judicial
    determination to be a claim or expense for which PJSC should
    not receive indemnity under the terms of the Engagement
    Agreement.

Anders J. Maxwell, a managing director at PJSC, assures the Court
that his firm is eligible to represent the Equity Committee under
Section 1103(b) of the Bankruptcy Code, as it does not represent
any other entity having an adverse interest in connection with
the Debtors' cases.  He contends that PJSC is a "disinterested
person" as the term under defined in Section 101(14) of the
Bankruptcy Code.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WESTERN REFINING: S&P Downgrades Corporate Credit Rating to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
oil refiners following an industry review.  S&P lowered the
corporate credit rating on Western Refining Inc. to 'B' from 'B+'
and placed the rating on CreditWatch with negative implications.
At the same time, S&P lowered the senior secured rating to 'B+'
from 'BB-' and the senior unsecured rating to 'CCC+' from 'B-'.

S&P has placed its ratings on CITGO Petroleum Corp., including the
'BB-' corporate credit rating, on CreditWatch with negative
implications.

In addition, S&P has placed its ratings on Alon USA Energy Inc.
and its subsidiary, Alon Refining Krotz Springs Inc., including
the 'B+' corporate credit ratings, on CreditWatch with negative
implications.

Finally, S&P has placed its ratings on United Refining Co.,
including the 'B' corporate credit rating, on CreditWatch with
negative implications.

The downgrade on Western reflects S&P's concern about Western's
poor operating performance and liquidity profile, which S&P think
could decline markedly throughout 2010 due to challenging refinery
conditions and high capital and interest spending, which S&P
expects to total about $250 million for the year.  While the
company indicated that liquidity at March 4, 2010, stood at
$225 million (which S&P would consider adequate under normal
operating conditions), S&P believes that cash flow will be
inadequate during 2010 to meet most of Western's fixed costs.  As
a result, S&P expects that liquidity could decline meaningfully.
To resolve the CreditWatch, S&P plan to address with management
its plans to address liquidity and operate in this difficult
environment.

The CreditWatch on CITGO reflects S&P's concerns that its
financial performance will fall below its expectations in the
first part of 2010 due to poor industry conditions.  It also
reflects uncertainty as to when refining conditions will improve.
In 2010, CITGO is slated to spend close to $500 million in
capital, which based on current operating performance could
meaningfully outstrip the company's cash flow.  Liquidity is
currently adequate for the rating, primarily because its parent
and largest crude supplier, PDVSA, has repaid more than
$500 million of its $1 billion receivable.  The receivable is set
to be repaid in the fourth quarter and if industry conditions do
not improve, the company's liquidity could quickly erode.
Furthermore, in a period of thin profitability, CITGO also faces
refinancing risk associated with its recently amended revolving
credit facility due
November 2010.

The CreditWatch on Alon and its subsidiary reflects S&P's concerns
that continued weak economic conditions and lack of cash flow
generation could result in very weak financial performance and
weaken Alon's liquidity through 2010.  Lower demand for refined
products has prevented the industry from generating cash flow
which, combined with weak crack margins and poor crude oil
differentials, have depressed profitability substantially.

S&P's CreditWatch placement on United reflects its concern about
United's liquidity position in light of difficult operating
environment.  S&P believes United's liquidity levels will be below
that of previous years heading into the paving season because of
the usual heavy crude inventory stockpiling as well as weak
refining conditions.  S&P also thinks that its financial
performance will likely continue to be very weak.

S&P plans to resolve the CreditWatch on these companies within
three months.


* Lehman Still Leads in Traded Bankruptcy Claims
------------------------------------------------
Claims in the total face amount of $723.8 million were traded in
February 2010, reported SecondMarket Inc., which is tracking 500
Chapter 11 cases.

The statistics, based on claim transfer notices filed with
bankruptcy courts, said once more, Lehman Brothers Holdings held
on to the top spot with a total face value of $620MM in claims
transferred with an average of $5.7MM a trade and 108 claims
transferred.  Furthermore, Lehman settled all collateral claims
with JP Morgan for just under $557MM.

General Growth Properties Inc., which ed the headlines this month
with its potential buyout by either Simon Properties or
Brookfield Asset Management, had the second highest claims
transferred in terms of dollar value with a total face value of
$40MM in transfers.

Once again, Smurfit-Stone Container Corp. led with the most amount
of claims transfers, representing 42% of all transfers during
February. Smurfit-Stone now has over 2,200 transfers since its
chapter 11 filing back in January of 2009. Penn Traffic Co.
entered into the list of top 10 debtors by number of claims
transferred for the first time with 41 trades totaling almost
$1MM.  Debtor Flying J Inc. had 151 transfers this month, 131 of
which transferred after it filed the disclosure statement to their
plan of reorganization.  Flying J will hold an auction on March 19
for its Big West of California division.

               Most Actively Traded Bankruptcy Cases
                            For February

A. By Dollar Amount of Claims Transferred

                                              Face     Avg. Claim
   Debtor                      Transfers     Amount        Amount
   -----                       --------      -----         ------
Lehman Brothers Holdings Inc.      108   $620,378,636  $5,744,247
General Growth Properties Inc.      10    $40,364,478  $4,036,448
Smurfit-Stone Container Corp.      604    $11,650,206     $19,288
ASARCO LLC                          20    $10,398,218    $519,911
Finlay Enterprises Inc.             18     $6,805,086    $378,060
Chemtura Corp.                      75     $6,590,629     $87,875
Nortel Networks Inc.                 9     $5,839,408    $648,823
Royce International Investment Co.   1     $3,361,518  $3,361,518
Spansion Inc.                       17     $3,089,754    $181,750
Tribune Co.                         42     $2,716,453     $64,677

B. By Number of Claims Transferred


                                              Face      Avg. Claim
   Debtor                      Transfers     Amount        Amount
   -----                       --------      -----         ------
Smurfit-Stone Container Corp.      604   $11,650,206      $19,288
Flying J Inc.                      151    $2,620,524      $17,354
Lehman Brothers Holdings Inc.      108  $620,378,636   $5,744,247
Chemtura Corp.                      75    $6,590,629      $87,875
FairPoint Communications Inc.       65      $316,582       $4,870
Cooper-Standard Holdings Inc.       47      $987,847      $21,018
Tribune Co.                         42    $2,716,453      $64,677
Penn Traffic Co.                    41      $936,137      $22,833
Magna Entertainment Corp.           30      $132,324       $4,411
TXCO Resources Inc.                 24      $552,497      $23,021

A copy of SecondMarket's Claims Trading Monthly Newsletter for
February is available at:
http://bankrupt.com/misc/SecondMarket_Feb2010_ClaimsReport.pdf

SecondMarket Inc. describes itself as the largest secondary market
for illiquid assets.  SecondMarket says the bankruptcy claims
market is estimated to be a $500+ billion marketplace ($1+
trillion including Lehman Brothers), of which nearly $300 billion
consists of general unsecured claims.  However, only a fraction of
that market has traded historically, which is usually concentrated
in the largest bankruptcy cases.  According to SecondMarket
analysis, during the 12 months between January and December 2008,
under $2.0 billion in unsecured claims changed hands, or less than
5% of the estimated market.


* Fitch: 2 More Failures Push Bank TruPS CDO Defaults to 11%
------------------------------------------------------------
Bank default rates within U.S. TruPS CDOs increased this past
month to 11% with two additional bank failures last month,
according to the latest default and deferral index results from
Fitch Ratings.  The bank deferral rate remained at 16.7% during
the same period.  Six new banks began deferring on their trust
preferred securities in February.

'Poor performance has been most prevalent for banks in the West
Coast, Midwest, Plains and Mountains, and Southeast states,' said
Managing Director Kevin Kendra.  The largest concentration of
defaults by notional amount is located in West Coast states with
$1.5 billion from 19 closures as of February 2010.  However, 'the
greatest number of defaults occurred in Southeast states with 28
closures,' said Mr. Kendra.

The newly defaulted bank issuers adversely affected eight TruPS
CDOs.  Additionally, the deferrals impacted interest proceeds on
$56 million of collateral held by these CDOs.  In February 2010,
the cumulative combined default and deferral rate held at 27%.
Fitch's Bank Default and Deferral Index tracks defaults and
deferrals by banks and bank holding companies within Fitch's
rated universe of 85 bank TruPS CDOs (encompassing approximately
$37.6 billion of bank collateral originated).  The index includes
all types of securities issued by banks and bank holding companies
such as TruPS and senior and subordinated debt. Fitch will publish
the Index results during the first full week of every month.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Noel Leslie Shaw
        aka Shaw Chiropractic
      Debra Lynn Shaw
        aka Alternatives In Health Care
   Bankr. Ariz. Case No. 10-05436
      Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/azb10-05436.pdf

In Re NSHE Horse Cave LLC
   Bankr. Ariz. Case No. 10-05358
      Chapter 11 Petition Filed March 2, 2010
         Filed As Pro Se

In Re Suncrest Associates, LLC
   Bankr. Ariz. Case No. 10-05357
      Chapter 11 Petition Filed March 2, 2010
         Filed As Pro Se

In Re Michael Wood
        aka Mike Wood
   Bankr. E.D. Calif. Case No. 10-25046
      Chapter 11 Petition Filed March 2, 2010
         Filed As Pro Se

In Re Maverick Demolition, Inc.
   Bankr. N.D. Fla. Case No. 10-30358
      Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/flnb10-30358.pdf

In Re Alvin George Hamilton
   Bankr. S.D. Fla. Case No. 10-15345
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/flsb10-15345.pdf

In Re Guy Lawrence Henderson
   Bankr. S.D. Fla. Case No. 10-15287
      Chapter 11 Petition Filed March 2, 2010
         Filed As Pro Se

In Re John Howard Kunkel, III
      Angela Helen Williamson
        aka Angela Helen Williamson-Kunkel
   Bankr. S.D. Fla. Case No. 10-15263
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/flsb10-15263.pdf

In Re IC-International Concepts Corporation
   Bankr. N.D. Ga. Case No. 10-20959
      Chapter 11 Petition Filed March 2, 2010
         Filed As Pro Se

In Re Ames Supply Company
        aka American Custom Coating
  Bankr. N.D. Ill. Case No. 10-08785
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/ilnb10-08785.pdf

In Re Jake Retail Group, LLC
        dba Jake
  Bankr. N.D. Ill. Case No. 10-08834
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/ilnb10-08834.pdf

In Re David Ridgway
      Patricia Ridgway
   Bankr. Md. Case No. 10-14234
      Chapter 11 Petition Filed March 2, 2010
         Filed As Pro Se

In Re The Nikitas Inn of Kingston, Inc.
  Bankr. Mass. Case No. 10-12192
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/mab10-12192.pdf

In Re Wings & Wheels Delivery, Inc.
        fdba G & W Management, Inc.
  Bankr. E.D. Mich. Case No. 10-46481
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/mieb10-46481p.pdf
         See http://bankrupt.com/misc/mieb10-46481c.pdf

In Re Active Machine and Tool, Inc.
  Bankr. W.D. Mich. Case No. 10-02548
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/miwb10-02548p.pdf
         See http://bankrupt.com/misc/miwb10-02548c.pdf

In Re Frederick J. Haveman
  Bankr. W.D. Mich. Case No. 10-02533
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/miwb10-02533.pdf

In Re Shelton Builders, Inc.
  Bankr. S.D. Miss. Case No. 10-50468
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/mssb10-50468.pdf

In Re A & A Recycling-Leasing, LLC
  Bankr. Neb. Case No. 10-80571
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/neb10-80571p.pdf
         See http://bankrupt.com/misc/neb10-80571c.pdf

In Re Nicholas R. Saeger
      Janet S. Saeger
  Bankr. Neb. Case No. 10-80569
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/neb10-80569.pdf

In Re Richard Martin Kempton
      Camille Sue Kempton
  Bankr. Nev. Case No. 10-13385
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/nvb10-13385.pdf

In Re Uriel Property Management LLC
   Bankr. E.D. N.Y. Case No. 10-71302
      Chapter 11 Petition Filed March 2, 2010
         Filed As Pro Se

In Re Mira Enterprises LLC
  Bankr. S.D. Ohio Case No. 10-31163
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/ohsb10-31163.pdf

In Re Stone Specialities & Landscape Management Firm, Inc.
  Bankr. E.D. Pa. Case No. 10-11609
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/paeb10-11609.pdf

In Re Stacy Jo's Ice Cream, Inc.
        dba Bruster's
  Bankr. W.D. Pa. Case No. 10-21387
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/pawb10-21387.pdf

In Re Classic Display, Inc.
  Bankr. R.I. Case No. 10-10837
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/rib10-10837.pdf

In Re Cronan Realty, LLC
  Bankr. R.I. Case No. 10-10836
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/rib10-10836.pdf

In Re Gina Lisa Kelly
  Bankr. S.C. Case No. 10-01503
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/scb10-01503.pdf

In Re Dean Alan Rivard
        dba Protect Security
  Bankr. E.D. Texas Case No. 10-60222
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/txeb10-60222.pdf

In Re Jenkam Builders, LP
  Bankr. N.D. Texas Case No. 10-31592
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/txnb10-31592.pdf

In Re Miller Avenue Real Estate Group, LLC
   Bankr. N.D. Texas Case No. 10-41570
      Chapter 11 Petition Filed March 2, 2010
         Filed As Pro Se

In Re New Vision Value Homes Inc.
   Bankr. N.D. Texas Case No. 10-41569
      Chapter 11 Petition Filed March 2, 2010
         Filed As Pro Se

In Re Christ Healing Church
  Bankr. S.D. Texas Case No. 10-31888
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/txsb10-31888.pdf

In Re Real Pro's Inc.
   Bankr. S.D. Texas Case No. 10-31829
      Chapter 11 Petition Filed March 2, 2010
         Filed As Pro Se

In Re Eduardo Andres Jacaman
  Bankr. W.D. Texas Case No. 10-50840
     Chapter 11 Petition Filed March 2, 2010
         See http://bankrupt.com/misc/txwb10-50840.pdf

In Re Freewater Lane, LLC
   Bankr. W.D. Texas Case No. 10-10576
      Chapter 11 Petition Filed March 2, 2010
         Filed As Pro Se

In Re Robert Roland Langguth
      Claudia Lee Langguth
   Bankr. W.D. Texas Case No. 10-10581
      Chapter 11 Petition Filed March 2, 2010
         Filed As Pro Se

In Re Athens Foot Center, LLC
  Bankr. N.D. Ala. Case No. 10-80810
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/alnb10-80810.pdf

In Re Cesar Chavez Learning Community, Inc.,
      An Arizona Non-Profit Corporation
  Bankr. Ariz. Case No. 10-05532
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/azb10-05532.pdf

In Re CRS Aerospace LLC
  Bankr. Ariz. Case No. 10-05555
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/azb10-05555p.pdf
         See http://bankrupt.com/misc/azb10-05555c.pdf

In Re Raymund Gonzalez
  Bankr. C.D. Calif. Case No. 10-17740
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/cacb10-17740.pdf

In Re Craig Hutchinson
      Cynthia Hutchinson
   Bankr. N.D. Calif. Case No. 10-42312
      Chapter 11 Petition Filed March 3, 2010
         Filed As Pro Se

In Re Lillian Michele Martin
  Bankr. M.D. Fla. Case No. 10-01685
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/flmb10-01685.pdf

In Re Metrowest Shoppes and Restaurants Ltd.
  Bankr. M.D. Fla. Case No. 10-03332
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/flmb10-03332.pdf

In Re Stephen Jack Wyatt Sexton
  Bankr. M.D. Fla. Case No. 10-04828
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/flmb10-04828.pdf

In Re A Wizard Locksmith, Inc.
  Bankr. S.D. Fla. Case No. 10-15401
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/flsb10-15401.pdf

In Re Fredcind Enterprises, Inc.
  Bankr. S.D. Fla. Case No. 10-15403
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/flsb10-15403.pdf

In Re Gander Partners LLC
  Bankr. N.D. Ill. Case No. 10-08877
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/ilnb10-08877.pdf

In Re Copper Peak Development Corporation
   Bankr. N.D. Ill. Case No. 10-08879
      Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/ilnb10-08879.pdf

In Re PrairieView Development Corporation
   Bankr. N.D. Ill. Case No. 10-08882
      Chapter 11 Petition Filed March 3, 2010
          See http://bankrupt.com/misc/ilnb10-08882.pdf

In Re SD & S Trucking LLC
   Bankr. Kan. Case No. 10-10527
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/ksb10-10527p.pdf
         See http://bankrupt.com/misc/ksb10-10527c.pdf

In Re Morgan Sales Associates, LLC
   Bankr. Mass. Case No. 10-12224
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/mab10-12224p.pdf
         See http://bankrupt.com/misc/mab10-12224c.pdf

In Re Steve Varney
   Bankr. W.D. Mo. Case No. 10-60440
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/mowb10-60440.pdf

In Re Arthur Groom
   Bankr. N.J. Case No. 10-16047
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/njb10-16047.pdf

In Re JGAG Associates, Inc.
        dba Blasco HVAC Supply, Inc.
        dba Blasco Supply, Inc.
   Bankr. E.D. N.Y. Case No. 10-41744
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/nyeb10-41744.pdf

In Re 830 E. 163 St. Corp.
   Bankr. S.D. N.Y. Case No. 10-22385
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/nysb10-22385.pdf

In Re Master Tech Transmissions Inc.
   Bankr. S.D. N.Y. Case No. 10-35586
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/nysb10-35586.pdf

In Re 3942, LLC
   Bankr. N.D. Ohio Case No. 10-11662
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/ohnb10-11662.pdf

In Re Box One Corporation
   Bankr. N.D. Ohio Case No. 10-11663
      Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/ohnb10-11663.pdf

In Re Dale J. Fleming
   Bankr. N.D. Ohio Case No. 10-11653
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/ohnb10-11653.pdf

In Re Sea Management Corporation
   Bankr. Puerto Rico Case No. 10-01671
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/prb10-01671.pdf

In Re Internacional de Camiones Y Maquinaria, Inc.
   Bankr. S.D. Texas Case No. 10-70171
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/txsb10-70171p.pdf
         See http://bankrupt.com/misc/txsb10-70171c.pdf

In Re Lunchbox Deli, LLC
        aka Wing Stop Restaurant
   Bankr. S.D. Texas Case No. 10-31921
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/txsb10-31921.pdf

In Re Alexandria Surveys International LLC
   Bankr. E.D. Va. Case No. 10-11559
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/vaeb10-11559.pdf

In Re North Shore Capital, Inc.
   Bankr. E.D. Va. Case No. 10-11564
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/vaeb10-11564p.pdf
         See http://bankrupt.com/misc/vaeb10-11564c.pdf

In Re Keith A. Wharton
      Edith B. Wharton
   Bankr. W.D. Wash. Case No. 10-12319
     Chapter 11 Petition Filed March 3, 2010
         See http://bankrupt.com/misc/wawb10-12319.pdf

In Re Mark Richard Bonsack
   Bankr. W.D. Wash. Case No. 10-12325
      Chapter 11 Petition Filed March 3, 2010
         Filed As Pro Se

In Re Bass Hill, LLC
   Bankr. Ariz. Case No. 10-05640
      Chapter 11 Petition Filed March 4, 2010
         Filed As Pro Se

In Re BJ Gunner Development CA, LLC
   Bankr. Ariz. Case No. 10-05669
      Chapter 11 Petition Filed March 4, 2010
         Filed As Pro Se

In Re BJ Gunner Investments, LLC
   Bankr. Ariz. Case No. 10-05661
      Chapter 11 Petition Filed March 4, 2010
         Filed As Pro Se

In Re Getnet, Inc.
   Bankr. Ariz. Case No. 10-05688
     Chapter 11 Petition Filed March 4, 2010
         See http://bankrupt.com/misc/azb10-05688.pdf

In Re Ocean Plaza, LP
   Bankr. Ariz. Case No. 10-05666
      Chapter 11 Petition Filed March 4, 2010
         Filed As Pro Se

In Re Roosevelt 217, LP
   Bankr. Ariz. Case No. 10-05662
      Chapter 11 Petition Filed March 4, 2010
         Filed As Pro Se

In Re Elberta Bend Plantation, a Partnership
   Bankr. E.D. Ark. Case No. 10-11501
      Chapter 11 Petition Filed March 4, 2010
         Filed As Pro Se

In Re 500 West Broadway, L.P.
   Bankr. S.D. Calif. Case No. 10-03532
     Chapter 11 Petition Filed March 4, 2010
         See http://bankrupt.com/misc/casb10-03532.pdf

In Re Norman Albert Scott
   Bankr. S.D. Fla. Case No. 10-15533
      Chapter 11 Petition Filed March 4, 2010
         Filed As Pro Se

In Re SGS Logistic Services, Inc.
   Bankr. N.D. Ill. Case No. 10-09096
     Chapter 11 Petition Filed March 4, 2010
         See http://bankrupt.com/misc/ilnb10-09096.pdf

In Re RTC Properties, LLC
   Bankr. M.D. Ga. Case No. 10-40287
     Chapter 11 Petition Filed March 4, 2010
         See http://bankrupt.com/misc/gamb10-40287.pdf

In Re Madonna Heritage, Inc.
   Bankr. Md. Case No. 10-14486
      Chapter 11 Petition Filed March 4, 2010
         See http://bankrupt.com/misc/mdb10-14486.pdf

In Re L & W Holdings, LLC
   Bankr. Mass. Case No. 10-12248
      Chapter 11 Petition Filed March 4, 2010
         See http://bankrupt.com/misc/mab10-12248.pdf

In Re 1691 HORIZON #G, LLC
   Bankr. Nev. Case No. 10-13503
      Chapter 11 Petition Filed March 4, 2010
         See http://bankrupt.com/misc/nvb10-13503.pdf

In Re Two With Inc.
   Bankr. E.D. N.Y. Case No. 10-71364
      Chapter 11 Petition Filed March 4, 2010
         See http://bankrupt.com/misc/nyeb10-71364.pdf

In Re Aurora Home Care, Inc.
        dba Family Directed Home Care
   Bankr. W.D. N.Y. Case No. 10-10761
      Chapter 11 Petition Filed March 4, 2010
         See http://bankrupt.com/misc/nywb10-10761.pdf

In Re TL Ventures,LLC
   Bankr. E.D. N.C. Case No. 10-01712
      Chapter 11 Petition Filed March 4, 2010
         See http://bankrupt.com/misc/nceb10-01712.pdf

In Re James Alonzo Sowell
   Bankr. M.D. Tenn. Case No. 10-02347
      Chapter 11 Petition Filed March 4, 2010
         See http://bankrupt.com/misc/tnmb10-02347.pdf

In Re Broadway Frozen Food Lockers, Inc. of San Antonio
   Bankr. W.D. Texas Case No. 10-50873
      Chapter 11 Petition Filed March 4, 2010
         See http://bankrupt.com/misc/txwb10-50873.pdf

In Re Debra Laseter
   Bankr. Ariz. Case No. 10-05903
     Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/azb10-05903.pdf

In Re Greater Years Inc.
   Bankr. C.D. Calif. Case No. 10-16186
      Chapter 11 Petition Filed March 5, 2010
         Filed As Pro Se

In Re UST Development, Inc.
   Bankr. C.D. Calif. Case No. 10-16297
     Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/cacb10-16297p.pdf
         See http://bankrupt.com/misc/cacb10-16297c.pdf

In Re New Healdsburg Venture, LP
   Bankr. N.D. Calif. Case No. 10-10760
     Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/canb10-10760.pdf

In Re Brenchel Holdings, LLC
   Bankr. M.D. Fla. Case No. 10-04977
      Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/flmb10-04977.pdf

In Re Dalor Holdings, LLC
   Bankr. M.D. Fla. Case No. 10-04976
     Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/flmb10-04976.pdf

In Re 488 Sunny Isles, Inc.
   Bankr. S.D. Fla. Case No. 10-15607
     Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/flsb10-15607p.pdf
         See http://bankrupt.com/misc/flsb10-15607c.pdf

In Re Tennille and Co.
   Bankr. N.D. Ga. Case No. 10-66762
     Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/ganb10-66762.pdf

In Re D&P Plumbing Co., Inc.
   Bankr. S.D. Ga. Case No. 10-10567
     Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/gasb10-10567.pdf

In Re Donald Johnson
   Bankr. Minn. Case No. 10-31516
      Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/mnb10-31516.pdf

In Re First Products, Inc.
   Bankr. Minn. Case No. 10-41610
      Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/mnb10-41610.pdf

In Re Kevin P. Meyer
      Holly L. Meyer
   Bankr. Neb. Case No. 10-80616
      Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/neb10-80616.pdf

In Re Crighton Assets Holdings, LLC
   Bankr. Nev. Case No. 10-13610
      Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/nvb10-13610.pdf

In Re David Dwayne Benefield
      Cynthia Sue Benefield
   Bankr. N.M. Case No. 10-11077
      Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/nmb10-11077.pdf

In Re Nash Printing, Inc.
        dba Sir Speedy
   Bankr. E.D. N.Y. Case No. 10-71391
      Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/nyeb10-71391.pdf

In Re All South Supply, Inc.
   Bankr. W.D. N.C. Case No. 10-30582
      Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/ncwb10-30582.pdf

In Re Tom Harmon Logging, LLC
   Bankr. Ore. Case No. 10-61132
      Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/orb10-61132.pdf

In Re Papavilla, Inc.
   Bankr. E.D. Pa. Case No. 10-11701
      Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/paeb10-11701.pdf

In Re No. 1 Contracting Corporation
   Bankr. M.D. Pa. Case No. 10-01755
      Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/pamb10-01755.pdf

In Re S-Jet Southwest, L.L.C.
   Bankr. S.D. Texas Case No. 10-31954
      Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/txsb10-31954.pdf

In Re La Estancia, Inc.
   Bankr. W.D. Texas Case No. 10-30480
      Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/txwb10-30480.pdf

In Re RCM, LLC
   Bankr. W.D. Wis. Case No. 10-11590
      Chapter 11 Petition Filed March 5, 2010
         See http://bankrupt.com/misc/wiwb10-11590.pdf

In Re McIntyre Building Company, Inc.
   Bankr. M.D. Ala. Case No. 10-30558
     Chapter 11 Petition Filed March 6, 2010
         See http://bankrupt.com/misc/almb10-30558.pdf

In Re Raymond Gene LeGrue
      Sharon Rene LeGrue
   Bankr. Alaska Case No. 10-00170
     Chapter 11 Petition Filed March 6, 2010
         See http://bankrupt.com/misc/akb10-00170.pdf

In Re Wiliam D. Lainhart
         aka Daryl Lainhart
         aka Darrell Lainhart
      Irene M. Lainhart
         aka Mattie F Lainhart
   Bankr. E.D. Ark. Case No. 10-11465
     Chapter 11 Petition Filed March 6, 2010
         See http://bankrupt.com/misc/areb10-11465.pdf

In Re 7597 Pearl Road LLC
   Bankr. N.D. Ohio Case No. 10-11788
      Chapter 11 Petition Filed March 6, 2010
         See http://bankrupt.com/misc/ohnb10-11788.pdf

In Re Innes T. McIntyre, IV
  Bankr. M.D. Ala. Case No. 10-30570
     Chapter 11 Petition Filed March 8, 2010
         See http://bankrupt.com/misc/almb10-30570.pdf

In Re Gerald Walker Lowe
        aka Jerry Lowe
      Laurie Michelle Lowe
  Bankr. Ariz. Case No. 10-06077
     Chapter 11 Petition Filed March 8, 2010
         See http://bankrupt.com/misc/azb10-06077.pdf

In Re Foresight Tierra LLC
  Bankr. Ariz. Case No. 10-06136
     Chapter 11 Petition Filed March 8, 2010
         See http://bankrupt.com/misc/azb10-06136.pdf

In Re Grigor Bakchadjian
      Marine Zargaryan
  Bankr. C.D. Calif. Case No. 10-18475
     Chapter 11 Petition Filed March 8, 2010
         See http://bankrupt.com/misc/cacb10-18475.pdf

In Re Tech Craft, Inc.
  Bankr. C.D. Calif. Case No. 10-12897
     Chapter 11 Petition Filed March 8, 2010
         See http://bankrupt.com/misc/cacb10-12897.pdf

In Re Commonwealth Investment & Development Corporation
  Bankr. S.D. Calif. Case No. 10-03719
     Chapter 11 Petition Filed March 8, 2010
         See http://bankrupt.com/misc/casb10-03719.pdf

In Re Thomas Smiley, III
  Bankr. S.D. Calif. Case No. 10-03716
     Chapter 11 Petition Filed March 8, 2010
         See http://bankrupt.com/misc/casb10-03716p.pdf
         See http://bankrupt.com/misc/casb10-03716c.pdf

In Re Penni Lane, LLC
  Bankr. Colo. Case No. 10-14707
     Chapter 11 Petition Filed March 8, 2010
         See http://bankrupt.com/misc/cob10-14707p.pdf
         See http://bankrupt.com/misc/cob10-14707c.pdf

In Re Actors Studio Inc.
        dba John Robert Powers
  Bankr. Md. Case No. 10-14778
     Chapter 11 Petition Filed March 8, 2010
         See http://bankrupt.com/misc/mdb10-14778.pdf

In Re Henry Michael Kolbuch
  Bankr. E.D. Mich. Case No. 10-47119
     Chapter 11 Petition Filed March 8, 2010
         See http://bankrupt.com/misc/mieb10-47119p.pdf
         See http://bankrupt.com/misc/mieb10-47119c.pdf

In Re JB Restaurants, LLC
        aka Indigo Joe's; Indigo Joe's Sports Pub & Restaurant
  Bankr. W.D. Mo. Case No. 10-60460
     Chapter 11 Petition Filed March 8, 2010
         See http://bankrupt.com/misc/mowb10-60460.pdf

In Re Eric A. Freiwald
      Kelli R. Freiwald
  Bankr. W.D. Pa. Case No. 10-21527
     Chapter 11 Petition Filed March 8, 2010
         See http://bankrupt.com/misc/pawb10-21527.pdf

In Re JDR Corporation
        dba Access Mobility Systems
        dba Disabled Dealer Magazine
        dba Wheelchair Getaways
  Bankr. W.D. Wash. Case No. 10-12505
     Chapter 11 Petition Filed March 8, 2010
         See http://bankrupt.com/misc/wawb10-12505.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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