TCR_Public/100312.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, March 12, 2010, Vol. 14, No. 70

                            Headlines

ACCREDITED HOME: Reaches Settlement with Zurich Insurance
AIRGAS INC: Moody's Puts 'Ba1' Rating on Guaranteed Senior Notes
AIRTRAN HOLDINGS: Sees Q1 2010 Reduced Revenues by $5MM-$6MM
AMR CORP: In Talks on Balancing Compensation and Costs
ASARCO LLC: Asbestos Trust Wants to Waive Fin'l Reports Filing

ASARCO LLC: Opposes Halcyon & DK Subs. Contribution Claims
ASARCO LLC: Opposes USW Administrative Claim
CANOPY FINANCIAL: Executives Plead Innocent to Fraud
CANWEST GLOBAL: Loses 50% Ownership Claim in Jerusalem Post
BANK OF AMERICA: To End Overdraft Fees on Debit Purchases

BEAZER HOMES: Deutsche Bank Holds 4.94% of Common Stock
BEAZER HOMES: Seeking Shareholder Nod for Equity Incentive Plan
BLOCKBUSTER INC: Deutsche Bank Holds 4.61% of Common Stock
BLOSSOM VALLEY: Wants to Use Prepetition Lenders' Cash Collateral
BOMBARDIER INC: Moody's Withdraws 'Ba2' Rating on US$1 Bil. Notes

BONES THEATRE: Files for Chapter 11 Bankruptcy in Indiana
BONEYARD LLC: Wants to Borrow Money from Principal to Pay Fees
BRE PROPERTIES: Fitch Downgrades Preferred Stock Rating to 'BB'
BUCKEYE TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'BB'
CARBURTON PROPERTIES: Nat'l Servicing Wants Case Dismissed

CARBURTON PROPERTIES: Taps Cohen Seglias as Bankruptcy Counsel
CCS MEDIA: Court Confirms Reorganization Plan
CENTAUR LLC: Organizational Meeting to Form Panel on March 17
CHARTER COMMUNICATIONS: Moody's Assigns 'Ba2' Amended Loan Rating
CHEMTURA CORP: Court OKs Sale of PVC Additives Biz. for $16.2MM

CHEMTURA CORP: Plan Exclusivity Extended Until July 11
CHEMTURA CORP: Proposes 2010 Employee Incentive Plan
CHEMTURA CORP: To Provide SIDF With Postpetition Guarantee
CHRYSLER LLC: New Chrysler Names Soave to Reintroduce Fiat Brand
CHRYSLER LLC: Maynards' $45.5-Mil. Offer Wins Ohio Plant Auction

CINCINNATI BELL: Moody's Assigns 'B2' Rating on $400 Mil. Notes
CINCINNATI BELL: S&P Assigns 'B-' Rating on $400 Mil. Notes
CIRCUIT CITY: Proposes to Sell Kentucky Property to Nicklies
CIRCUIT CITY: Wants Wachovia Directed to Deliver 401(k) Assets
CIRCUIT CITY: Wins Approval for Liquidation Retention Plan

CITIGROUP INC: Holds Auction Rate Preferreds in Various Funds
CITIGROUP INC: CEO Pandit Sees Return to "Sustained Profits"
CITRUS 278: Stockholders to Infuse Funds to Pay Unsecureds
COACHMEN INDUSTRIES: Unit Inks Deal with Private Developer
COEUR D'ALENE: Names K. Leon Hardy as Senior Vice President

COOPER-STANDARD: Fee Auditor OKs 18 Professionals' Fees
COOPER-STANDARD: Proposes Duff & Phelps for Asset Valuation
COOPER-STANDARD: Wants Tax Refunds Suit Dismissed
COYOTES HOCKEY: Moyes to Sue NHL Over Balsillie's Bid Rejection
DANNY'S SAN TAN: Files List of 20 Largest Unsecured Creditors

DANNY'S SAN TAN: Section 341(a) Meeting Scheduled for April 15
DEED AND NOTE: Asks for Court Okay to Use Cash Collateral
DETROIT: Sells $250 Million Without Recent Disclosure Filings
DGI RESOLUTION: Receives Delisting Notice from NASDAQ
DIRECT MARINE: Files for Bankruptcy After Failing to Pay Workers

DOMINO'S PIZZA: Names Trojan & Goldman to Board of Directors
DOMINO'S PIZZA: Selects John Macksood as Exec. Vice President
DUANE READE: Reports $84 Million Net Loss for 4th Qtr. 2009
DUBAI WORLD: Banks Won't Take Cut; Formal Deal Seen Next Week
EAST CAMERON: Court OKs Additional Financing from Lenders

EPV SOLAR: Cooley Godward Named as Counsel to Creditors Committee
FAIRFIELD RESIDENTIAL: To Bring Plan for Confirmation April 22
FAIRPOINT COMMUNICATIONS: Disclosure Statement Approved
FAIRPOINT COMMUNICATIONS: Proposes to Pay Regulators Expenses
FAIRPOINT COMMUNICATIONS: Wants Plan Exclusivity Until Aug. 23

FANNIE MAE: Sells $6-Bil. of 3-Year Benchmark Notes
FANNIE MAE: To Buy Up to 200,000 Delinquent Loans From MBS Trusts
FANNIE MAE: Releases January 2010 Monthly Summary
FIRST NATIONAL: Posts $43.7 Million Net Loss in 2009
FOREST CITY: Moody's Assigns 'Caa2' Rating on New Preferred Stock

FORTUNE VALLEY: Files for Ch. 11 Bankruptcy to Restructure Debt
FRANCISCAN COMMUNITIES: Asks for Court OK to Use Cash Collateral
FREMONT GENERAL: Tax Assets Spark Unusual Plan Fight
GENCORP INC: 2010 Shareholders Meeting on March 24
GENERAL GROWTH: Pershing Square Holds 7.5% of Common Stock

GENERAL GROWTH: Fairholme Proposes $2.713-Bil. Equity Investment
GENERAL GROWTH: Amends Confidentiality Letter With Ackman
GENERAL GROWTH: Vornado Joins Bidding Race for GGP Assets
GENERAL GROWTH: Wants to Expand E&Y Tax Consultant Work
GENERAL MOTORS: Modifies Brownfield Partners Fees

GENERAL MOTORS: Proposes Global Settlement on Equipment Leases
GENERAL MOTORS: Sues MCM to Disallow Secured Claim
GENERAL MOTORS: Whitacre Expects to Pay Back Govt. Loans by June
HARRAH'S ENTERTAINMENT: Reports $846.4 Mil. Net Income for 2009
HEXION SPECIALTY: Posts $92 Million Net Income for 2009

HOTEL METROPOLIS: Files for Chapter 11 in San Francisco
HUDSON'S FURNITURE: Asks for Court Okay to Use Cash Collateral
HUDSON'S FURNITURE: Section 341(a) Meeting Scheduled for March 29
I & C PROPERTY: Can Hire Brown Van Horn as Bankruptcy Counsel
INTELSAT LTD: Reports $97 Million Net Loss for Fourth Quarter

INTERGROUP CORPORATION: Receives NASDAQ Notice of Non-Compliance
INTERSTATE HOTELS: Nearing Settlement on Plan Merger Litigation
INTERSTATE HOTELS: Merger with Thayer, Jin Jiang Venture Approved
JOSE JORGE: Has Access to Northwest Farm Cash Until March 31
LEHMAN BROTHERS: Europe Arm Sues Bankhaus for Return of $1 Bil.

LEHMAN BROTHERS: M. Mazzatta Sues to Recover Collateral
LEHMAN BROTHERS: Over $1 Bil. in Claims Change Hands in 17 Days
LEHMAN BROTHERS: RSM Fines for Failings on Structured Products
LEHMAN BROTHERS: Ex-CEO Fuld Not Aware of Repo 105, Counsel Says
LEHMAN BROTHERS: Secures Demolition Agreement for Oak Knoll

LEHMAN BROTHERS: Examiner's Bankruptcy Report Now Available
LIBERTYPOINTE BANK: Closed; Valley National Assumes All Deposits
LODGENET INTERACTIVE: Inks Employment Contract with Elsenbast
LYONDELL CHEMICAL: Parent to Shut PP Plant in Italy
LYONDELL CHEMICAL: Sues GEO Specialty for Breach of Contract

MARIAH BAY: Files for Chapter 11 Bankruptcy Protection
MERIDIAN RESOURCES: Has Fin'l Obligations of $104-Mil. at Dec. 31
MONTECITO AT MIRABEL: Wants Access to Compass Bank's Cash
MOHAWK INDUSTRIES: Moody's Gives Stable Outlook; Keeps Ba1 Rating
NATIONSTAR MORTGAGE: Moody's Assigns 'B1' Corporate Family Rating

NATIONSTAR MORTGAGE: S&P Assigns 'B' Counterparty Credit Rating
NAVISTAR INTERNATIONAL: Reports $17 Million Net Income for 2009
NBTY INC: S&P Changes Outlook to Positive; Affirms 'BB' Rating
NEBRASKA INC: Fitch Affirms 'BB+' Issuer Default Rating
NEENAH ENTERPRISES: Has Final Approval on $140 Million Financing

NEXSTAR BROADCASTING: Reports $14 Million Net Income for Q4
NUTRACEA: Completes Sale of Cereal Ingredients Biz. to Kerry
NY TIMES: Moody's Changes Outlook to Stable; Affirms 'B1' Ratings
ORLEANS HOMEBUILDERS: NYSE Amex Intends to Suspend Firms Trading
ORTHOFIX INTERNATIONAL: Moody's Retains 'B1' Corp. Family Rating

PACIFIC LIFESTYLE: Can Use $1.7 Million DIP Loan Until June 30
PANGLOBAL BRANDS: Shares Could Be Delisted From OTCBB
PARK PLACE: Section 341(a) Meeting Scheduled for March 15
PARK PLACE: Wants Wolff Hill as Bankruptcy Counsel
PARK PLACE: Wants March 19 Deadline for Filing of Schedules

PATRICK GISLER: Files Schedules of Assets & Liabilities
PATRICK GISLER: Taps Brian D. Shapiro as Bankruptcy Counsel
PCS EDVENTURES: Promotes Robert Grover to President
PCS EDVENTURES: Cecil Andrus Retires from Board of Directors
PENN TRAFFIC: Hilco Denied $300,000 Breakup Fee

PERSONALITY HOTELS: Files for Chapter 11 in San Francisco
PRESTIGE BRANDS: Moody's Affirms 'B1' Corporate Family Rating
PRESTIGE BRANDS: S&P Affirms 'B+' Corporate Credit Rating
PRIMEDIA INC: Moody's Downgrades Corporate Family Rating to 'B1'
RATHGIBSON INC: Wants May 19 Auction for Assets; Lead Bid at $93MM

RATHGIBSON INC: Amended Plan Calls for Asset Sale to Noteholders
REDPRAIRIE CORPORATION: Moody's Assigns 'B2' Corp. Family Rating
REDPRAIRIE HOLDING: S&P Puts 'B' Rating on CreditWatch Developing
RENEW ENERGY: Grain Co. Loses Appeal of $5M Claim Against Renew
RESERVE GOLF: To Sell Assets to McConnell Golf

RIVIERA HOLDINGS: Moody's Withdraws 'D' Default Rating
ROVI CORPORATION: Moody's Raises Rating on Senior Loan From 'Ba1'
ROVI CORPORATION: S&P Gives Positive Outlook; Affirms 'BB-' Rating
SARATOGA SHOE: Closes Shop After Six Months in Bankruptcy
SCHWAB INDUSTRIES: Gets Interim Okay to Obtain DIP Financing

SL GREEN: Offers Up to $250MM Aggregate Principal Amount of Notes
SONIC AUTOMOTIVE: Prices $210MM Sr. Sub. Notes at 99.299% of Par
SOUTHEAST TELEPHONE: Has Until March 15 to File a Chapter 11 Plan
SPANSION INC: Esopus, et al., Object to ChipMOS's $300 Mil. Claim
SPANSION INC: ITC Seeks Lift Stay to Adjudicate Samsung Action

SOTHEBY'S INC: S&P Changes Outlook to Positive; Keeps 'BB-' Rating
SPANSION INC: Spansion Japan Claim Reclassified Under Class 5B
STANDARD PACIFIC: BlackRock Inc. Holds 10.25% of Common Stock
STANDARD PACIFIC: Dimensional Fund Holds 5.14% of Shares
STANDARD PACIFIC: Renaissance Technologies Holds 7.68% of Shares

STANDARD PACIFIC: Vanguard Group Holds 4.86% of Common Stock
SUBURBAN PROPANE: Moody's Assigns 'Ba3' Rating on $225 Mil. Notes
SWOOZIE'S INC: Gets Okay to Hire Epiq as Claims Agent
SWOOZIE'S INC: Schedules Filing Deadline Extended Until April 16
SWOOZIE'S INC: Section 341(a) Meeting Scheduled for April 20

SWOOZIE'S INC: Taps Alston & Bird as Bankruptcy Counsel
TAVERN ON THE GREEN: Operator's Claim Cancelled for 'Fraud'
TLC VISION: Replacement DIP Financing Approved
TOUSA INC: Castlerigg, et al., Appeal Fraud Ruling
TOUSA INC: Committee Amends Suit vs. Former Directors & Officers

TOUSA INC: Committee Proposes Offshore Fund Pact
TRIBUNE CO: Proposes to Assume Agreements With Marsh USA
TRIBUNE CO: Says Unit's LBO Payments Legal
TRIBUNE CO: Withdraws Request for Management Incentive Plan
TRUMP ENT: Bondholder Plan Based on Faulty Forecasts, Says Icahn

TWCC HOLDING: Moody's Assigns 'Ba2' Rating on $1.3 Bil. Loan B
US CONCRETE: Gets Deficiency Notice from Nasdaq Stock
UTEX COMMUNICATIONS: Section 341(a) Meeting Scheduled for April 6
US AIRWAYS: Pilots Support DOT Rules on Delta Slot Swap
VALENCE TECHN: Receives NASDAQ Notification Over Minimum Bid Price

VALUE MUSIC: Files for Bankruptcy Protection
VINEYARD NATIONAL: Court Approves Disclosure Statement
VISTEON CORP: China JV Makes Platforms for GM Sedan
VISTEON CORP: CRISIL Downgrades TACO's Rating to 'BB'
WARNER MUSIC: Posts $17 Million Net Loss in FY 2010 First Quarter

WAVE SYSTEMS: Posts $1.0 Million Net Loss in Q4 2009
WEST FELICIANA: Bid Deadline for All Assets Set for April 2
XOMA LIMITED: Anticipates Non-Compliance Notice From NASDAQ
ZEALOUS HOLDINGS: Must Get Court OK Prior to Any Assets Sale
ZALE CORP: Directors Form Panel to Review Financing Options

ZALE CORP: Franklin Resources Holds 4.7% of Common Stock

* Bank Failures This Year Reach 27 after LibertyPointe Closed

* BOOK REVIEW: Instincts of the Herd in Peace and War


                            *********


ACCREDITED HOME: Reaches Settlement with Zurich Insurance
---------------------------------------------------------
Accredited Home Lenders Holding Co. is seeking approval of a
settlement with Zurich American Insurance Co.

Prepetition, the Debtors obtained workers' compensation for its
employees from Zurich.  Zurich demanded and received an $800,000
letter of credit and was holding $94,457 in cash.

Under the settlement, Zurich will take $306,933, returning
$587,534 to Accredited Home.  The settlement is up for hearing
April 21.

The Debtors said that in mid-December 2009, they circulated a
proposed liquidating plan to the Official Committee of Unsecured
Creditors and other major constituents.  The Debtors added that
they are negotiating towards confirming a consensual plan.

After evaluating potential claims and lengthy negotiations, the
Debtors have obtained a proposal from Lone Star to resolve any
issues between the Debtors' estates and Lone Star which resolution
includes the resolution of claims by all Lone Star entities and
the payment of a significant sum of money to the estates.

                       About Accredited Home

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for
$300 million in October 2007.  Lone Star also owns Bruno's
Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter
11.

Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516).  Gregory G. Hesse,
Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at
Hunton & William LLP, represent the Debtors as counsel.  Laura
Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware
counsel.  Kurtzman Carson Consultants is the Debtors' claims
agent.  Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert
M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N.
Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the
official committee of unsecured creditors as co-counsel.  Neil R.
Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott
Greenleaf, represent the Committee as Delaware and conflicts
counsel.

According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from
$100 million to $500 million.


AIRGAS INC: Moody's Puts 'Ba1' Rating on Guaranteed Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to $250 million
of guaranteed unsecured three year notes to be issued by Airgas
Inc.  Proceeds from the offering will be used to repay debt
outstanding under its unsecured credit facility (primarily
revolver borrowings).  The ratings are currently under review,
direction uncertain, due to Air Products' (A3, Prime-2)
unsolicited all cash offer in February 2010 to acquire Airgas in a
transaction valued at roughly $7 billion.

"Airgas is proceeding with its plan to refinance balances
outstanding under its revolver that expires in July 2011, despite
the potential hostile takeover.  This offering reinforces
management's belief that it has sufficient resources to fend off
the takeover offer and that it will remain an independent
company," stated John Rogers, Senior Vice President at Moody's.

Airgas' Baa3 ratings reflect its leading market share in packaged
gases in North America, significant customer density due to bolt-
on acquisitions, the stability of credit metrics over the business
cycle, substantial operational and customer diversity, and roughly
$500 million of yearly cylinder rental income.  The ratings are
tempered by the expectation for additional bolt-on acquisitions
and upcoming debt maturities.  The impact of the US recession on
Airgas' credit metrics has been very modest relative to most other
industrial companies.  Moody's noted that EBITDA and Gross Cash
Flow have declined by 10-12% in 2009.  Prior to the takeover offer
from Air Products Airgas' rating outlook had been positive due to
its improving financial performance along with the expectation of
further debt reduction.

Airgas' ratings remain under review, direction uncertain, due to
the lack of visibility on the ultimate financing for the proposed
acquisition by Air Products, as well as actions that Airgas may
undertake to prevent the acquisition.  The review will focus on
the ultimate impact to Airgas' bondholders as a result of the
success or failure of the proposed acquisition.

Ratings assigned and under review, direction uncertain:

Airgas Inc.

  -- Guaranteed unsecured notes due in 2013 at Baa3

Ratings remaining under review, direction uncertain:

Airgas Inc.

  -- Issuer rating at Baa3
  -- Guaranteed unsecured notes due in 2014 at Baa3
  -- Guaranteed senior subordinated notes due 2018 at Ba1

Moody's last rating action on Airgas was on February 5, 2010, when
its ratings (Baa3 senior unsecured rating and Ba1 senior
subordinate ratings) were placed under review, direction
uncertain.

Airgas Inc., headquartered in Radnor, PA, is the largest
independent distributor of industrial, medical and specialty gases
and related equipment in North America.  Airgas reported
$3.9 billion in revenue for the LTM ending December 31, 2009.


AIRTRAN HOLDINGS: Sees Q1 2010 Reduced Revenues by $5MM-$6MM
------------------------------------------------------------
AirTran Holdings, Inc., disclosed that on March 9, 2010, its
management conducted a presentation at the JP Morgan Aviation,
Transportation and Defense Conference.

Management said the Company has been "successfully repositioned
for good times and bad".  AirTran, according to management, acted
quickly to mitigate record high oil in 2008 and recorded net
income in 2009.

Management warned that AirTran's first quarter 2010 outlook has
been hampered by winter storms.  Management expects reduced
revenue by $5 million to $6 million.

A full-text copy of management's presentation is available at no
charge at http://ResearchArchives.com/t/s?587b

As reported by the Troubled Company Reporter on March 8, 2010,
AirTran filed its annual report on Form 10-K, showing net income
of $134.7 million on $2.3 billion of revenue for 2009, compared to
a net loss of $266.3 million on $2.6 billion of revenue for 2008.
The Company's balance sheet as of Dec. 31, 2009, showed
$2.3 billion in assets, $726.5 million of debts, and
$501.9 million in stockholders' equity.

The Company said its public debt is rated below-investment grade.
This may adversely affect the Company's borrowing costs or ability
to borrow.

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

                http://researcharchives.com/t/s?53dc

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- through its wholly owned
subsidiary, AirTran Airways, Inc., operates scheduled airline
service throughout the United States and to selected international
locations.  As of February 1, 2010, the Company operated 86 Boeing
B717-200 aircraft and 52 Boeing B737-700 aircraft offering
approximately 700 scheduled flights per day to 63 locations in the
United States, including San Juan, Puerto Rico, and to Orangestad,
Aruba, Cancun, Mexico, and Nassau, The Bahamas.

                          *     *     *

As reported by the Troubled Company Reporter on December 28, 2009,
Moody's Investors Service raised its ratings of AirTran Holdings'
corporate family and probability of default ratings each to Caa1
from Caa2.  The 'Caa1' corporate family rating considers the still
high leverage and AirTran's exposure to cyclical risks in the
airline industry.

The airline's carries a corporate credit rating of CCC+/Stable/--
from Standard & Poor's.


AMR CORP: In Talks on Balancing Compensation and Costs
------------------------------------------------------
Thomas Horton, executive vice president of finance and planning &
chief financial officer of AMR Corporation, spoke about the
Company's recent financial performance and the outlook for the
future at the JP Morgan Aviation and Transportation Conference on
March 9, 2010.

According to Fort Worth Star Telegram, Mr. Horton said at the
conference that the carrier hopes to negotiate labor contracts
that make the Company cost-competitive.  "We are negotiating in
good faith," Mr. Horton said.  "It is our objective to see our
people fairly compensated and well-compensated, but also that the
company is competitive and strong for the long term."

The report relates that Mr. Horton acknowledged that American and
its pilots union, the Allied Pilots Association, are "far apart"
in their contract negotiations.

The Association of Professional Flight Attendants, Star Telegram
reports, is meeting with the National Mediation Board next week to
discuss being released from mediated negotiations with American.

                          About AMR Corp.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                         *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.


ASARCO LLC: Asbestos Trust Wants to Waive Fin'l Reports Filing
--------------------------------------------------------------
The ASARCO Asbestos Personal Injury Settlement Trust seeks the
Court's permission to waive the requirement to file audited
financial statements as set forth under the ASARCO Asbestos
Personal Injury Settlement Trust Agreement.

The Asbestos Trust was created under the Parent Plan to address
the substantial asbestos-related liabilities of the Debtors.  As
of the December 9, 2009 Plan Effective Date, the Asbestos Trust
was funded with over $900 million in assets, including more than
$650 million in cash plus a $280 million secured note from
Reorganized ASARCO.  In addition, separate and apart from the
funds designated to pay Asbestos Personal Injury Claims, the
Asbestos Trust also received $27.5 million to fund its operating
expenses.  Section 2.2(c) of the Asbestos Trust Agreement
requires the Asbestos Trust to file, by April 30, 2010, an Annual
Report containing audited financial statements.

Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman &
Plifka, in Dallas, Texas, asserts that given the Asbestos Trust
existed for only 21 days during 2009, the limited activity of the
Trust does not warrant incurring the expense of having its
financial statements audited for fiscal year 2009.

Accordingly, the Asbestos Trust asks the Court to waive the
requirement for filing audited financial statements for fiscal
year 2009.

Mr. Esserman assures Judge Schmidt that the Section 524(g) Trust
Advisory Committee and the Futures Claims Representative both
consent to the relief requested.  The consent of both the TAC and
the FCR are required for any modification of the Asbestos Trust
Agreement.  The TAC represents all holders of present Asbestos
Personal Injury Claims.

                         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: Opposes Halcyon & DK Subs. Contribution Claims
----------------------------------------------------------
Asarco Inc and unit Asarco LLC jointly object to the proffers of
John Greene and Scott Vogel in support of Halcyon Master Fund LP
and DK Acquisition Partners LP's request for allowance of
administrative expense claims pursuant to Section 503(b) of the
Bankruptcy Code.  Halcyon and DK Acquisition seek more than
$2.6 million from the Reorganized Debtors' bankruptcy estates
based on the unfounded claim that their "bid" for the Southern
Copper Company Judgment somehow propelled the Parent to submit the
full-payment plan of reorganization that the Court confirmed,
relates Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP,
in Houston, Texas.

Halcyon and DK Acquisition have offered the Proffers in support
of their request.  Mr. Beckham, however, contends that the
Proffers fail to meet even the most elementary standards for
witness testimony in Federal Court.

Specifically, Mr. Beckham asserts, the Proffers do not establish
that the witnesses have personal knowledge of the matters on
which they purport to testify, as required by the Federal Rules
of Evidence.  The testimony in the Proffers, he maintains,
consists of inadmissible hearsay and the Court should exclude the
Proffers from the evidence regarding Halcyon and DK Acquisition's
"substantial contribution" claims.

Messrs. Green and Vogel testify that they "believe that the
vastly improved offers from the Parent and Sterlite" resulted
from the disclosure of Halcyon and DK's bid.  On behalf of the
Debtors, Mr. Beckham argues that the Federal Rules of Evidence do
not contemplate permitting witnesses to testify regarding what
they believe.  Rather, he points out, the Federal Rules demand
that witnesses have personal knowledge of the matters on which
they offer sworn testimony.

                 Post-Hearing Response Briefs

A. Halcyon and DK Acquisition

Halcyon Master Fund L.P. and Midtown Acquisitions L.P., formerly
known as DK Acquisition Partners, L.P., submitted a post-hearing
response to the Court's inquiry regarding their request for
payment of administrative expenses.  The Court particularly
directed the Parties to advise it as to whether it had previously
ruled regarding the disclosure of confidential information to
Professor Kenneth Klee, ASARCO's expert witness, regarding
valuation of the SCC Judgment.

At the Court's directive, (i) Halcyon and DK Acquisition, and
(ii) ASARCO and the Parent also filed separate proposed findings
of fact and conclusions of law in connection with Halcyon and
DK's request.

Copies of the Proposed Findings are available for free at:

  http://bankrupt.com/misc/ASARCO_PFindings_H&DK_021910.pdf
  http://bankrupt.com/misc/ASARCO_PFindings_ASARCO_021910.pdf

On behalf of Halcyon and DK Acquisition, Darrell L. Barger, Esq.,
at Hartline, Dacus, Barger, Dreyer & Kern, L.L.P., in Corpus
Christi, Texas, reminds Judge Schmidt that he ruled on July 23,
2009, that the terms of the bids to purchase the SCC Judgment
received by the Debtors were to be kept confidential and could
not be disclosed to anyone outside a narrowly defined group of
notice parties that included the official committees, the United
States Department of Justice, and the United States Trustee.

However, despite their express written and oral confidentiality
obligations, the Debtors disclosed the terms of Halcyon and DK's
bids to Professor Klee for inclusion in his final proffer filed
on August 15, 2009, Mr. Barger tells the Court.  Professor Klee
was deposed on August 16, 2009, and testified at the confirmation
hearing the next day regarding, among other things, the initial
bids and joint binding bid for the SCC Judgment received from
Halcyon and DK.

Halcyon and DK Acquisition inform the Court that prior to the
filing of Professor Klee's final proffer, the Debtors asked their
to disclose the terms of the bids to Professor Klee, but that
they have denied such request.

Halcyon and DK Acquisition are concerned that Debtors and the
Parent are attempting to create the impression that the auction
was not -- and was never intended to be -- confidential because
the Parties knew that Professor Klee would eventually be given
access to the auction bids for use in his expert opinion.
Halcyon and DK Acquisition contend that while the Parties knew
that Professor Klee wanted to review the bids at some point, it
was never stated at any of the hearings cited by the Debtors and
the Parent that Professor Klee would receive the bid information,
much less that it would be publicly filed, while it was still
confidential and before a stalking-horse agreement was entered.

"The public disclosure of Halcyon and DK Acquisition's bids was a
breach of the confidentiality provisions in the Initial Bids, the
Final Bid, and DK's Expense Reimbursement Agreement," Mr. Barger
emphasizes.

Halcyon and DK Acquisition, in a supplemental filing, delivered
to the Court a final invoice for $373,697 in attorneys' fees and
expenses incurred in litigating their substantial contribution
claim.  They assert that the final invoice itemizes their actual
and necessary legal expenses for the period from Feb. 1 to 28,
2010.

B. Debtors and Parent

The Reorganized Debtors and the Parent jointly submitted their
Post-Hearing Response to the Court's Inquiry relating to Halcyon
and DK Acquisition's request

While the disclosure to Professor Klee of the details of the bids
was discussed at several hearings in July and August 2009, no
party, including Halcyon and DK Acquisition, ever objected to
that disclosure, and all parties impliedly consented to the
disclosure of bid information to Professor Klee, Charles A.
Beckham, Jr., Esq., at Haynes and Boone, LLP, in Houston, Texas,
tells the Court.  It was not until the November 2009 filing of
their request that Halcyon and DK Acquisition first publicly
objected to the disclosure, he notes.

As a result, Mr. Beckham asserts, the Court has not been called
upon to rule on the disclosure until now.  The Court did,
however, acknowledge the impending disclosure of bid information
to Professor Klee on several occasions both before and during the
Confirmation Hearing, he maintains.

"The facts . . . clearly establish that Halcyon and DK
Acquisition were clearly informed of the Debtor's plan and
intention to disclose the results of the bid process to Klee and
never complained or objected," Mr. Beckham says.  Hence, the
Reorganized Debtors and the Parent ask the Court to deny Halcyon
and DK's request.

                  ASARCO and Parent Talk Back

On behalf of ASARCO and the Parent, Mr. Beckham insists that
Halcyon and DK Acquisition's untimely Post-Hearing Response is
nothing more than a mischaracterization of an inapplicable Court
order.

Mr. Beckham points out that Halcyon and DK's Post-Hearing
Response is plagued with misrepresentations, overstatements, and
inaccuracies and hence, their request should be denied.

Halcyon and DK Acquisition asserted under their response brief
that the Court entered a sweeping order, broadly prohibiting the
disclosure of any bid information.  Mr. Beckham argues that
contrary to Halcyon and DK Acquisition's assertion, the Court's
statements were limited to the discrete issue of discovery in
connection with the request.  "The Court did not address, nor was
it asked to address, disclosure of bid information to Professor
Klee or inclusion of that information in the Final Klee Proffer,"
he maintains.

ASARCO and the Parent tell the Court that Halcyon and DK
Acquisition knew certain details regarding their joint bid would
be disclosed to Professor Klee, but nevertheless asserted that
they had no obligation to stop any review or disclosure.

           Baker Botts Objects to Proposed Findings

Baker Botts L.L.P. opposes the proposed findings of fact and
conclusions of law submitted by (i) Halcyon and DK Acquisition,
and (ii) ASARCO and the Parent in connection with Halcyon and DK
Acquisition's request.

Baker Botts served as the Debtors' counsel until the effective
date of their Confirmed Chapter 11 Plan.

As previously reported, Baker Botts is seeking allowance of its
fees, amounting to $113,338,522, and reimbursement of expenses,
aggregating $6,065,598, for the fee period from August 9, 2005,
to December 8, 2009.  Baker Botts is also asking for a fee
enhancement, totaling $22,667,704.

Baker Botts says its Fee Application details its extensive role
in the Debtors' successful bankruptcy cases, and in some
instances, highlights the array of challenging issues that it was
forced to address.  Specifically, Baker Botts asserts that its
success in obtaining the SCC Judgment and conceiving the auction
process for the judgment, together with ASARCO keeping Sterlite
(USA), Inc., engaged as plan sponsor, resulted in two confirmable
full-payment plans of reorganization being submitted.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
however, contends that the two Proposed Findings contains
findings and conclusions that conflict with Baker Botts' Fee
Application, including language that convey that:

  -- the Parent's plan amendments in the spring and summer of
     2009 were driven by several factors that include (i) the
     gradual but substantial rise in copper process, (ii) the
     Parent's desire to maintain ownership of ASARCO LLC, and
     (iii) the Parent's strong desire to bring an end to the
     costly litigation on environmental and asbestos claims; and

  -- Neither the SCC Judgment auction nor Halcyon and DK
     Acquisition's last-minute fractional-interest bid played
     any role in the Parent's decision.

Mr. Kinzie also alleges that other portions of the Proposed
Findings are incomplete; seek to limit or mischaracterize Baker
Botts' role in the bankruptcy cases; fail to present a complete
statement of events; and are inconsistent with the Fee
Application.


Thus, to avoid setting any precedent that could impact the fee
applications of other professionals, Baker Botts asks the Court
to refrain from entering the Proposed Findings or ruling on any
fee application, until all of the parties have had the
opportunity to present evidence supporting their fee applications
to the Court.

                         *     *     *

Judge Schmidt will review documents relating to Halcyon and DK
Acquisition's request and is taking the matter under advisement,
the minutes of the March 2, 2010 hearing note.

                         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: Opposes USW Administrative Claim
--------------------------------------------
The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International
Union, AFL-CIO filed an unliquidated claim under Section
503(b)(1)(A) of the Bankruptcy Code for "the actual, necessary
costs and expenses of preserving the estate."  The Confirmed Plan
of Reorganization provides for the payment in full of allowed
administrative expenses.

Asarco LLC, however, opposes to the Administrative Claim.  Charles
A. Beckham, Jr., Esq., at Haynes and Boone LLP, in Houston, Texas,
contends that the Administrative Claim asserted by USW should be
denied because:

  (i) it fails to describe a sufficient legal or statutory basis
      for USW's entitlement to an administrative expense claim,
      and

(ii) the alleged claims for breach of the Special Successorship
      Clause of the CBA could not have accrued prior to the
      effective date of the Confirmed Plan.

The USW's application for payment of administrative claims
asserted unliquidated and contingent claims for damages based on
alleged breaches of contractual obligations under ASARCO's
collective bargaining agreement with the Union.  The USW plainly
admitted that its claims are contingent and unliquidated.

Mr. Beckham argues that the contingent and unliquidated claims,
by definition, have not occurred, so the USW's alleged claims are
not "actual" expenses and cannot, therefore, constitute claims
that provided a benefit to the Debtors' bankruptcy estates.

ASARCO LC thus asks the Court to deny the USW Administrative
Claim.

As per the minutes of a March 5, 2010 hearing, the Parties will
come to an agreement as to certain part of the Union's
application, and a stipulation will follow in the near future.
As to the Successorship Clause portion of the application, Judge
Schmidt noted that he will review all documents and rule
thereafter.  For the time being, the Court has taken the matter
under advisement.

                         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)


CANOPY FINANCIAL: Executives Plead Innocent to Fraud
----------------------------------------------------
Andrew M. Harris at Bloomberg News reports that the co-founders of
Canopy Financial Inc. pleaded not guilty to charges that they
defrauded investors in a $75 million scheme blamed by the Company
for its bankruptcy.

Two co-founders of Canopy Financial, Inc., were charged March 1
with allegedly defrauding investors of roughly $75 million, while
at the same time misappropriating roughly $19 million from client
custodial accounts intended for health care savings and expenses.

One defendant, Jeremy Blackburn, Canopy's former president and
chief operating officer, was initially charged in December in
connection with the investment fraud aspect of the case, while
charges were filed for the first time March 1 against the second
defendant, Anthony Banas, Canopy's chief technology officer.  The
charges contain the first allegations that either man was involved
in an alleged scheme to misappropriate millions of dollars from
Health Savings Accounts and Flexible Spending Accounts that Canopy
held and administered for the benefit of individual clients.

The criminal case is U.S. v. Blackburn, U.S. District Court,
Northern District of Illinois (Chicago).  The regulatory case is
SEC v. Canopy Financial Inc., 09-cv-7429, U.S. District Court,
Northern District of Illinois (Chicago).

                        About Canopy Financial

Canopy, based in Chicago, was a provider of financial processing
services for the health-care industry.

Canopy filed for Chapter 11 bankruptcy after discovering financial
and accounting irregularities.  Canopy Financial filed for Chapter
11 on November 25, 2009 (Bankr. N.D. Ill. Case No. 09-44943).  The
petition says assets are less than $10 million while debt exceeds
$50 million.  At the end of the year, the Court ordered the
conversion of the case to a Chapter 7 liquidation.


CANWEST GLOBAL: Loses 50% Ownership Claim in Jerusalem Post
-----------------------------------------------------------
CanWest Global Communications Corp. lost a legal battle to acquire
50% ownership in The Jerusalem Post, according to a Jerusalem Post
report.

The report says that at the end of a protracted process, a New
York-based arbitrator on March 5, 2010, denied all CanWest claims
to ownership in the Post.  The arbitrator ruled that Mirkaei
Tikshoret Limited, the Mirkaei Tikshoret Group and its owner Eli
Azur were the "prevailing parties in [the] arbitration" and denied
"all of the claims" submitted by CanWest, the Post reported.

CanWest was also ordered to pay the costs, expenses and attorneys'
fees incurred by the Israeli owners of the Post, Mirkaei
Tikshoret, during the legal dispute.

The report said that when the sale of the Post by previous owners
Hollinger International Inc., was announced in late 2004, it was
stated that CanWest and Mirkaei Tikshoret would jointly own the
Post and pay $13.2 million for it.  But Geoffrey Elliot, vice
president of corporate affairs at CanWest, said that after MTG
acquired the paper, talks with CanWest failed to complete what
would have been the second phase of the deal under which CanWest
would have bought half of the Post.

According to the report, the case then went to arbitration at the
International Center for Dispute Resolution in New York.  CanWest
asserted that Azur breached his obligations under an agreement to
jointly acquire the Post and related media businesses.  Azur
argued in defense that the parties had never reached a binding
agreement.

CanWest says it is reviewing the arbitrator's decision and is
considering its options, according to reports.

                   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).


BANK OF AMERICA: To End Overdraft Fees on Debit Purchases
---------------------------------------------------------
Bank of America said it was doing away with overdraft fees on
purchases made with debit cards, a decision that could cost the
bank tens of millions a year in revenue and put pressure on other
banks to do the same, according to ABI.

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services.  The Company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users.  Following the
acquisition of Merrill Lynch on January 1, 2009, Bank of America
is among the world's leading wealth management companies and is a
global leader in corporate and investment banking and trading
across a broad range of asset classes serving corporations,
governments, institutions and individuals around the world.  Bank
of America offers support to more than 4 million small business
owners.  The Company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.

BofA sought government backing in completing its acquisition of
Merrill Lynch.  Merrill Lynch & Co. Inc. -- http://www.ml.com/--
is a wealth management, capital markets and advisory companies
with offices in 40 countries and territories.

                           *     *     *

BofA has received US$45 billion in government bailout money since
the economic collapse in 2008.

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.

Bank of America reported a third-quarter 2009 net loss of
$1.0 billion.


BEAZER HOMES: Deutsche Bank Holds 4.94% of Common Stock
-------------------------------------------------------
The Corporate and Investment Banking business group and the
Corporate Investments business group of Deutsche Bank AG hold as
of February 26, 2010, 11,886,146 shares or roughly 4.94% of the
common stock of Beazer Homes USA, Inc.

                       About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company reported $2.02 billion in total assets and $1.77
billion in total liabilities, resulting to a $250.0 million
stockholders' equity, as of Dec. 31, 2009.

At September 30, 2009, Beazer had $2,029,410,000 in total assets,
including $507,339,000 in cash and cash equivalents, against
$1,832,855,000 in total liabilities, resulting in $196,555,000 in
stockholders' equity.  Beazer had $374,851,000 in stockholders'
equity at September 30, 2008.

                          *     *     *

According to the Troubled Company Reporter on January 12, 2010,
Standard & Poor's Ratings Services assigned its 'CC' issue rating
and its '6' recovery rating to Beazer Homes USA Inc.'s proposed
$50 million 7.5% mandatory convertible subordinated notes due
2013.  Beazer will use proceeds from the new notes, as well as a
proposed $90 million equity offering, to redeem $127 million of
senior notes due 2011, which the company can call at par.


BEAZER HOMES: Seeking Shareholder Nod for Equity Incentive Plan
---------------------------------------------------------------
Beazer Homes Usa, Inc., has filed with the Securities and Exchange
Commission "Additional Information and Recommendations Related to
Shareholder Proposals" related to its 2010 Annual Shareholders'
Meeting scheduled for April 13, 2010.

The Company's 2010 Proxy Statement contains four proposals which
require shareholder approval:

     1. The election of the seven nominees to the Company's Board
        of Directors;

     2. The ratification of the selection of Deloitte & Touche LLP
        by the Audit Committee of the Board as independent
        registered public accounting firm for the fiscal year
        ending September 30, 2010;

     3. The approval of an amendment to the Company's Amended and
        Restated Certificate of Incorporation that would increase
        the total number of authorized shares of common stock from
        80 million shares to 180 million shares; and

     4. The approval of the Beazer Homes USA, Inc. 2010 Equity
        Incentive Plan

A full-text copy of the Additional Information is available at no
charge at http://ResearchArchives.com/t/s?587c

                       About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company reported $2.02 billion in total assets and $1.77
billion in total liabilities, resulting to a $250.0 million
stockholders' equity, as of Dec. 31, 2009.

At September 30, 2009, Beazer had $2,029,410,000 in total assets,
including $507,339,000 in cash and cash equivalents, against
$1,832,855,000 in total liabilities, resulting in $196,555,000 in
stockholders' equity.  Beazer had $374,851,000 in stockholders'
equity at September 30, 2008.

                          *     *     *

According to the Troubled Company Reporter on January 12, 2010,
Standard & Poor's Ratings Services assigned its 'CC' issue rating
and its '6' recovery rating to Beazer Homes USA Inc.'s proposed
$50 million 7.5% mandatory convertible subordinated notes due
2013.  Beazer will use proceeds from the new notes, as well as a
proposed $90 million equity offering, to redeem $127 million of
senior notes due 2011, which the company can call at par.


BLOCKBUSTER INC: Deutsche Bank Holds 4.61% of Common Stock
----------------------------------------------------------
The Corporate and Investment Banking business group and the
Corporate Investments business group of Deutsche Bank AG hold as
of February 26, 2010, 2,878,815 shares or roughly 4.61% of the
common stock of Blockbuster Inc.

                      About Blockbuster Inc.

Dallas-based Blockbuster Inc. (NYSE: BBI, BBI.B) is a global
provider of rental and retail movie and game entertainment.  The
Company provides its customers with convenient access to media
entertainment anywhere and any way they want it -- whether in-
store, by-mail, through vending and kiosks or digital download.
With a highly recognized brand name and a library of over 125,000
movie and game titles, Blockbuster leverages its multi-channel
presence to further build upon its leadership position in the
media entertainment industry and to best serve the two million
daily global customers and over 50 million annual global
customers.  The Company may be accessed worldwide at
http://www.blockbuster.com/

             Adverse Going Concern Opinion Anticipated

The Company expects to file its Annual Report on Form 10-K for
fiscal 2009 with the Securities and Exchange Commission on or
before March 19, 2010.  Management anticipates the report of the
Company's independent registered public accounting firm relative
to the Company's 2009 consolidated financial statements will
contain an explanatory paragraph indicating that substantial doubt
exists with respect to the Company's ability to continue as a
going concern.  The Company's independent public accountants have
advised management that such an opinion will be related to the
risk that the Company will have a low level of liquidity,
particularly as a result of decreased cash from operations.  As
the Company noted, it intends to explore strategic alternatives,
one or more which could improve its liquidity.

As reported by the Troubled Company Reporter on March 4, 2010,
Moody's Investors Service downgraded Blockbuster's long term
ratings, including its Probability of Default Rating and its
Corporate Family Rating to Caa3 from Caa1.  The outlook is
negative.  The speculative grade liquidity rating remains SGL-3.
"The Caa3 Probability of Default Rating reflects the significant
increase in the likelihood of a transaction Moody's would consider
a distressed exchange and hence a default" said Maggie Taylor,
Vice President and Senior Credit Officer at Moody's.  "This is
given Blockbuster's stated desire to pursue a transaction which
would strengthen its capital structure, which when given its weak
financial performance, may well result in it making an offer to
exchange some of its debt at a material discount to par," Ms.
Taylor added.

As reported by the TCR on September 18, 2009, Standard & Poor's
Ratings Services raised its corporate credit rating on Blockbuster
to 'B-' from 'CCC'.  The outlook is stable.


BLOSSOM VALLEY: Wants to Use Prepetition Lenders' Cash Collateral
-----------------------------------------------------------------
Debtors Blossom Valley Investors, Inc., and Pear Avenue Investors
LLC ask the U.S. Bankruptcy Court for the Northern District of
California for authorization to:

   -- obtain financing from their prepetition lenders on a senior
      secured basis;

   -- use the prepetition lenders' cash collateral; and

   -- grant adequate protection to the prepetition lenders with
      respect to the real estate development projects known as
      Messina Gardens and Oak Knoll.

The Debtors require access to additional working capital to fund
their day-to-day operations associated with the Messina Gardens
and Oak Knoll projects during the pendency of the Chapter 11
cases.

     Messina Gardens Cash Collateral/Postpetition Financing

BOW agreed to extend $3,481,126 postpetition financing to the
Debtors pursuant to the terms of the Debtors' prepetition loan
from BOW for the Messina Gardens project.

BOW also consented to the Debtors' access to the cash collateral
generated from the sale of homes at the Messina Gardens project,
in which BOW holds a security interest prepetition, in order to
finish construction of the partially-completed homes at that
property.

The Messina cash collateral and financing will expire on
September 30, 2010, or the earlier termination date.

The Debtors' balance obligations under the Messina Financing will
bear interest at the rate of 26 LIBOR + 500 basis points.

As adequate protection for the Debtors' use of the Messina cash
collateral and consideration for the Messina Financing, the
Debtors propose to grant BOW: (i) a senior in priority
postpetition lien on BOW's prepetition collateral; (ii) a new
first-position postpetition lien in Lot Nos. 71 and 72 of the
Messina Gardens property (not previously subject to BOW's lien)
and the proceeds thereof acquired postpetition; and (iii) a new
deed of trust on the Oak Knoll Property and the proceeds thereof,
junior only to the existing deed of trust in favor of US Bank and
a senior lien to be granted to BOW pursuant to the Oak Knoll
Financing.  In addition, the  Debtors propose to grant BOW a
super-priority administrative expense claim.

A forbearance fee of 0.25% of the balance owed BOW will be added
to the amount owed and paid when the prepetition loan from BOW is
paid.

       Oak Knoll Cash Collateral - Postpetition Financing

BOW will extend postpetition financing to the Debtors, on a non-
revolving and revolving basis, in the aggregate amount of
$4,725,000.

The Oak Knoll Financing will consist of two loans: (i) the
$1,125,000 non-revolving A&D Loan will be used for site work
improvements on 25 partially finished lots at Oak Knoll; and (ii)
the $3,600,000 revolving construction loan will be used for
vertical construction of the 25 homes at Oak Knoll.

The Debtor will grant BOW a priming lien with respect to all of
the property of the Debtor relating to Oak Knoll, and a super-
priority administrative claim over any and all other
administrative expenses.

As adequate protection for the use of the Oak Knoll cash
collateral, the Debtor will provide US Bank, holders of
prepetition security interest relating to Oak Knoll project, with
an additional lien in the Debtors' postpetition assets (but which
postpetition lien will be junior to BOW's liens granted under the
Oak Knoll Financing).

The Oak Knoll cash collateral and financing will be for 24 months
from the effective date of loan documentation, which will permit
the Debtor to complete the build-out and sales of the specified
portions of the Oak Knoll property and maximize the value of the
Debtors' assets relating to that project.

The Debtors' balance on the obligations under the Oak Knoll
Financing will bear interest at the rate of Prime + 1.0%, with a
floor of 6.0%, and a maturity date of 24 months from the date the
financing is extended.

To secure the Oak Knoll Financing, the Debtors will grant BOW a
priming lien with respect to all of the property of the Debtor
relating to Oak Knoll, and a superpriority administrative claim
over any and all other administrative expenses.

The Debtors propose a hearing on their request for cash collateral
use and DIP financing on March 24, 2010, at 10:30 a.m. before the
Hon. Roger L. Efremsky in Courtroom 3099, 280 South First Street,
San Jose, California.  Objections, if any are due 7 days prior to
the hearing.

San Jose, California-based Blossom Valley Investors, Inc., and
Pear Avenue Investors LLC filed for Chapter 11 on Sept. 10, 2009
(Bankr. N.D. Calif. Case Nos. 09-57669 and 09-57670).  Joseph R.
Dunn, Esq., and Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris
Glovsky Popeo PC, represent the Debtors in their restructuring
efforts.  In its petition, Blossom Valley listed assets and debts
both ranging from $10,000,001 to $50,000,000.


BOMBARDIER INC: Moody's Withdraws 'Ba2' Rating on US$1 Bil. Notes
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba2 rating assigned to
Bombardier Inc.'s previously planned US$1.0 billion senior
unsecured notes offering.  The rating was assigned on February 8,
2010, when the company announced the commencement of a tender
offer to purchase up to US$550 million aggregate amount of its
6.75% Notes due 2012, 6.30% Notes due 2014, and Floating Rate
Senior Notes due 2013 using proceeds from the planned
US$1.0 billion senior unsecured notes offering.

The withdrawal of the rating follows Bombardier's announced
termination of the proposed notes offering and tender offer due to
unfavorable debt market conditions.

Moody's last rating action was on February 8, 2010, at which time
Moody's assigned a Ba2 rating to Bombardier's planned
US$1.0 billion senior unsecured notes offering and affirmed all
other ratings of the company.

Bombardier Inc., headquartered in Montreal, Quebec, is a
diversified manufacturing company involved in the aerospace and
mass transit markets.


BONES THEATRE: Files for Chapter 11 Bankruptcy in Indiana
---------------------------------------------------------
Bones Theatre of Columbia City filed for Chapter 11 protection in
the U.S. Bankruptcy Court for the Northern District of Indiana,
according to a report by Paul Wyche at The Journal Gazette.

Privately held Bones Theatre, which operates a theatre house in
Columbia City, listed assets of at least $500,000 and debts of
more than $1 million.

The Company expects to emerge from bankruptcy by fall.

The Journal Gazette says that according to a person with knowledge
of the filing, patrons can expect no change in services --
including honoring gift cards -- as the private company goes
through bankruptcy.


BONEYARD LLC: Wants to Borrow Money from Principal to Pay Fees
--------------------------------------------------------------
The Hon. Erithe A. Smith of the U.S. Bankruptcy Court for the
Central District of California will consider at a hearing on
April 6, 2010, at 10:30 a.m., Boneyard, LLC's request to obtain up
to $25,000 unsecured credit from Le Plastrier Management Company,
Inc.  Le Plastrier is the Debtor's principal.

The hearing will be held at Courtroom 5A, 411 W Fourth St., Santa
Ana, California.  Objections, if any are due 14 days prior to the
hearing date.

The Debtor relates that it has no unencumbered funds with which to
pay the U.S. Trustee's fees, liability insurance premiums or
expenses to preserve the property.

The loan will be on an unsecured, administrative basis, and
interest free.

Irvine, California-based Boneyard, LLC, is a limited liability
company whose sole member is Le Plastrier Management Co., Inc.
Boneyard filed for Chapter 11 bankruptcy protection on Dec. 14,
2009 (Bankr. C.D. Calif. Case No. 09-23930).  Richard W. Esterkin,
Esq., who has an office in Los Angeles, California, 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.


BRE PROPERTIES: Fitch Downgrades Preferred Stock Rating to 'BB'
---------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating and
outstanding obligation ratings of BRE Properties, Inc.:

  -- IDR to 'BBB-' from 'BBB';
  -- Unsecured revolving credit facility to 'BBB-' from 'BBB';
  -- Senior unsecured notes to 'BBB-' from 'BBB';
  -- Convertible senior notes to 'BBB-' from 'BBB';
  -- Preferred stock to 'BB' from 'BB+'.

The Rating Outlook is Stable.

The downgrades reflect Fitch's expectation that reductions in same
property net operating income due to challenging market conditions
will result in BRE's leverage, defined as net debt to recurring
operating EBITDA, approaching 9.0 times (x) from its current level
of 8.4x as of Dec. 31, 2009, absent meaningful deleveraging
transactions.  Fitch believes this expected leverage level, in
addition to the company's significant geographic concentration
(82% of same store NOI in 2009 was derived from the state of
California), presents a credit profile consistent with a 'BBB-'
IDR.

In 2009, same-store NOI declined 6.5% for the year ended Dec. 31,
2009 and Fitch expects a similar decline in 2010.  Additionally,
while BRE has significantly reduced its development activities to
represent 5% of total undepreciated assets as of Dec. 31, 2009,
down from 13.4% as of Dec. 31, 2008, Fitch anticipates that
competitive leasing conditions will cause BRE's properties under
development and under lease-up to only provide modest incremental
contribution to company NOI over the next 12 to 18 months.

BRE has limited debt maturities through 2014, with the exception
of 2012, when the company has $371.3 million of convertible senior
notes that could potentially be put to the company.  In addition,
the company's unsecured revolving credit facility, with
approximately $288 million drawn as of Dec. 31, 2009, also matures
in 2012, resulting in a degree of debt maturity concentration
assuming BRE does not meaningfully reduce amounts outstanding.

Factors supporting the ratings include BRE's strong liquidity,
solid unencumbered asset coverage of unsecured debt, and solid
fixed charge coverage ratios.

For the period Jan. 1, 2010 through Dec. 31, 2011, BRE's sources
of liquidity (unrestricted cash, availability under BRE's
unsecured revolving credit facility and expected retained cash
flows from operating activities after dividends) are expected to
cover uses of liquidity (debt maturities and recurring capital
expenditures) by 3.4x.

Additionally, BRE has solid asset coverage of unsecured debt.
Fitch calculates that BRE's ratio of unencumbered operating real
estate, valued at a blended 7.5% capitalization rate, to net
unsecured debt was 2.0x and 1.6x as of Dec. 31, 2009 and Dec. 31,
2008, respectively.  Although BRE encumbered assets in 2009, the
amount of unsecured debt declined, improving its unencumbered
asset to unsecured debt ratio.

Cash flow coverage metrics are solid.  For the 12 months ended
Dec. 31, 2009, fixed-charge coverage (defined as recurring
operating EBITDA less capital expenditures, divided by total
interest incurred and preferred stock dividends) was 2.0x,
improved from 1.8x in 2008.  Additionally, BRE's risk-adjusted
capital ratio improved to 1.1x as of Dec. 31, 2009 at a 'BBB'
rating category stress level, up from 0.9x as of Dec. 31, 2008 due
to the increase in the company's equity base.

In addition, BRE's ratios under its unsecured revolving credit
facility and senior unsecured note financial covenants do not
hinder its financial flexibility.

BRE's preferred stock has a cumulative coupon deferral option
exercisable by BRE and thus has readily triggered loss absorption
provisions in a going concern (i.e., without triggering a general
corporate default and without effect on senior obligations).

The Stable Outlook reflects BRE's strong liquidity position,
expected stable fixed charge coverage and limited future
development expenditures over the next 12 to 24 months.

Guidelines For Further Rating Actions

These factors may have a positive impact on BRE's ratings and/or
Outlook:

  -- Leverage, defined as net debt to recurring operating EBITDA,
     sustaining below 8.0x for several quarters (leverage was 8.4x
     as of Dec. 31, 2009);

  -- Fixed charge coverage sustaining above 2.0x for several
     quarters (coverage was 2.0x for the year ended Dec. 31,
     2009).

These factors may have a negative impact on BRE's ratings:

  -- Leverage sustaining above 9.5x;

  -- Fixed charge coverage sustaining below 1.5x.

  -- A liquidity shortfall (liquidity coverage was 3.4x for the
     period Jan. 1, 2010 - Dec. 31, 2011).


BUCKEYE TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Memphis, Tennessee-based Buckeye Technologies Inc. to
'BB' from 'BB-'.  At the same time, S&P removed all ratings from
CreditWatch, where they were placed with positive implications on
Feb. 25, 2010.  The rating outlook is positive.

S&P also raised the issue-level rating on the company's senior
unsecured notes due 2013 to 'BB' (the same as the corporate credit
rating) from 'BB-'.  The recovery rating on this debt remains at
'4', indicating S&P's expectation for average (30% to 50%)
recovery in the event of a payment default.

"The upgrade reflects the significant reduction in Buckeye's
adjusted debt -- to around $315 million at Dec. 31, 2009, from
about $420 million at Dec. 31, 2008 -- through the combination of
internally generated cash flow and funds received from
alternative-fuel-tax-credits," said Standard & Poor's credit
analyst Andy Sookram.  For the 12 months ended Dec. 31, 2009, free
operating cash flow increased to around $60 million from about
$10 million for the previous 12 month period in 2008.  The company
achieved this through lower capital spending, its significant
sales into nondiscretionary markets (such as food casings, baby
diapers, wipes, and cigarette filters), and lower input costs.

The positive rating outlook reflects S&P's view that Buckeye will
generate higher earnings and cash flow in the intermediate term,
leading to improved credit measures that S&P thinks that are in
line with a higher rating.  S&P's ratings incorporate the
expectation that EBITDA will increase to about $125 million for
the fiscal year ending June 30, 2011, and the company will
continue to use free cash flow to reduce debt, resulting in
adjusted debt to EBITDA of around 2x and interest coverage of
nearly 6x.  A ratings upgrade could occur if S&P believes Buckeye
is willing to maintain a financial risk profile consistent with a
higher rating, including debt to EBITDA in line with its
expectation of around 2x and good liquidity.

S&P could revise the rating outlook to stable if EBITDA were to
decline by about 20% from current levels.  S&P thinks such a
decrease in EBITDA could occur if unfavorable economic conditions
causes a significant drop in demand; if the industry fails to
prudently manage capacity additions in the fluff pulp and
nonwovens segment and the current pricing momentum is disrupted;
or if input costs increase above S&P's current expectations.  If
these scenarios were to occur, S&P thinks debt to EBITDA would
increase to around 3.5x on a sustained basis, which S&P thinks
would be appropriate for the 'BB' rating given the company's fair
business risk profile.


CARBURTON PROPERTIES: Nat'l Servicing Wants Case Dismissed
----------------------------------------------------------
National Servicing and Administration, LLC, has asked the U.S.
Bankruptcy Court for the District of Delaware to (i) dismiss the
Chapter 11 case of Carburton Properties 8, LLC, or in the
alternative, (ii) grant NSA relief from automatic stay so that a
sale of the Orchards Village Senior Living Community can be
completed.

NSA claims that the Debtor intends "to use its Chapter 11
proceeding to frustrate the orders of the U.S. Bankruptcy Court
for the District of Oregon and the Superior Court of Washington
for Clark County, which, if permitted, would severely prejudice
the rights of NSA and other affected parties in a situation where
there is no equity in the subject property and the highest and
best use of the property has already been determined to be the
immediate sale of the property as opposed to use for any other
type of reorganization."

Orchards Village Investments, LLC, filed for Chapter 11 bankruptcy
protection on February 13, 2009, in the U.S. Bankruptcy Court for
the District of Oregon.  According to NSA, the Hon. Randall L.
Dunn of the U.S. Bankruptcy Court for the District of Oregon
confirmed a Chapter 11 plan approving the sale of Carburton's
modest, fractional interest in the land underlying the Orchards
Village Senior Living Community on January 25, 2010.  Carburton is
a tenant in common owner of a fractional interest in the real
property underlying the Orchards Village Senior Assisted Living
Community in Vancouver, Washington.  NSA says that the confirmed
Plan was in the process of implementation when, on March 3, 2010,
Carburton filed for Chapter 11 bankruptcy protection in order to
disrupt the implementation of the Plan, and to destroy, frustrate,
or otherwise delay an arms' length sale of the Orchards pursuant
to the Plan, NSA states.

NSA is represented by Saul Ewing LLP and Cairncross & Hempelmann,
P.S.

                    About Carburton Properties

Portland, Oregon-based Carburton Properties 8, LLC, filed for
Chapter 11 bankruptcy protection on March 3, 2010 (Bankr. D.
Delaware Case No. 10-10762).  Robert K. Beste, Jr., Esq., at Cohen
Seglias Pallas Greenhall & Furman, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


CARBURTON PROPERTIES: Taps Cohen Seglias as Bankruptcy Counsel
--------------------------------------------------------------
Carburton Properties 8, LLC, has asked for permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Cohen, Seglias, Pallas, Greenhall & Furman, P.C., as bankruptcy
counsel.

Cohen Seglias will:

     a. advise the Debtor with respect to its duties and powers in
        the Debtor's bankruptcy case;

     b. assist the Debtor in its investigation of the acts,
        conduct, assets, liabilities, and financial condition of
        the Debtor, the operation of the Debtor's business and the
        desirability of the continuance of the business, and any
        other matter relevant to the case or to the formulation of
        a plan;

     c. participate with the Debtor in the formulation of a plan;
        and

     d. perform other legal services as may be required and in the
        interests of creditors.

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

        Partners                  $300-$400
        Associate Attorneys       $185-$265

Robert K. Beste, Jr., a partner at Cohen Seglias, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Portland, Oregon-based Carburton Properties 8, LLC, filed for
Chapter 11 bankruptcy protection on March 3, 2010 (Bankr. D.
Delaware Case No. 10-10762).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000 as of the Petition Date.


CCS MEDIA: Court Confirms Reorganization Plan
---------------------------------------------
CCS Medical, Inc., disclosed that the United States Bankruptcy
Court for the District of Delaware has confirmed the Company's
Plan of Reorganization.  The Plan as confirmed has the support of
a majority of the Company's First Lien and Second Lien Lenders.
The Company currently expects to emerge from Chapter 11 within the
next several weeks.

"The Court's confirmation of our Plan is a major milestone for CCS
Medical and we are very pleased with this important step forward
in our restructuring process," said John Miclot, Chief Executive
Officer of CCS Medical.  "The fundamentals of our business are
solid, and our success in significantly reducing our debt and
strengthening our balance sheet will allow us to invest in the
business to better serve our customers and their patients.  We are
proud of all that we have accomplished and we believe that the
Plan confirmed by the Court provides the foundation for CCS
Medical to emerge from Chapter 11 as a stronger, more competitive
company."

"CCS Medical continues to experience high demand for our products
and services, and we remain focused on meeting and exceeding the
needs of our customers.  We are grateful for the strong support of
our employees, customers and suppliers throughout this process and
we appreciate the critical role that each of these constituencies
has played in our successful restructuring," added Steve Saft,
Chief Administrative Officer and Chief Financial Officer.

Under the Plan, the Company will reduce its outstanding debt to
approximately $200 million from approximately $522 million. As
part of the Confirmation, the Company's First Lien Lenders will
exchange their claims for 100% of the new equity in the Company
and new debt.  The majority of the Company's trade vendors will
continue to be paid in full.

                         About CCS Medical

Founded in 1994, CCS Medical Inc. -- http://www.ccsmed.com/-- has
become a leading provider of medical supplies.  CCS Medical
assists patients that need diabetes test strips, insulin pumps,
urological supplies, ostomy supplies, advanced wound care
dressings and prescription drugs.  Clear Water, Florida-based CCS
Medical specializes in providing a convenient way for patients to
receive supplies for their chronic illnesses in a manner that
saves them time and money.

CCS Medical, along with its affiliates, filed for Chapter 11 on
July 8, 2009 (Bankr. D. Del. Case No. 09-12390).  At the time of
the filing, CCS Medical said that it had assets of $100 million to
$500 million against debts of $500 million to $1 billion.
Attorneys at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors.  Willkie Farr & Gallagher LLP serves as co-counsel to the
Debtors.  Goldman, Sachs & Co., serves as investment banker and
Alvarez & Marsal Healthcare Industry Group, LLC, as restructuring
advisor.  Epiq Bankruptcy Solutions LLC is claims agent.


CENTAUR LLC: Organizational Meeting to Form Panel on March 17
-------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on March 17, 2009, at
1:30 p.m. in the bankruptcy case of Centaur, LLC, et al.  The
meeting will be held at J. Caleb Boggs Federal Building, 844 King
Street, Room 5209, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Centaur, LLC, aka Centaur Indiana, LLC --
http://www.centaurgaming.net/-- is an Indianapolis, Indiana-based
company involved in the development and operation of entertainment
venues focused on horse racing and gaming.

The Company filed for Chapter 11 bankruptcy protection on March 6,
2010 (Bankr. D. Delaware Case No. 10-10799).  Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $500,000,001 to $1,000,000,000 as of the Petition Date.


CHARTER COMMUNICATIONS: Moody's Assigns 'Ba2' Amended Loan Rating
-----------------------------------------------------------------
Moody's Investors Service assigned provisional ratings of (P) Ba2
to Charter Communications Operating LLC's amended and restated
senior secured credit facilities.  While terms and conditions of
the restated credit facilities are expected to remain largely
unchanged, the amendment will allow CCO to extend maturities on up
to $7.7 billion of its existing bank debt (dependent upon lender
participation) and obtain revolving credit commitments which had
previously been eliminated upon the company's filing of Chapter 11
Bankruptcy protection last year.  CCO is an indirect wholly owned
subsidiary of intermediate holding company CCH II, which is owned
by Charter Communications, Inc.

Depending on lender consent, the proposed transaction will term
out a portion of CCO's $6.4 billion (remaining unamortized amount)
term loan due March 6, 2014 (subject to a stipulated $2 billion
minimum participation), extend the maturity on up to $1.3 billion
of its revolving credit facility due March 6, 2013 (which
currently does not revolve) and provide for the extended portion
to revolve.  Participating lenders are expected to receive both
increased pricing and an amendment fee.  Under the terms of the
amendment, consenting lenders will essentially convert CCO's
existing term loan facility into new "Term C Loans" due
September 6, 2016, and outstanding revolver commitments into "New
Revolving Commitments" due March 6, 2015.  The new revolver
commitments will be available for revolving loans, letters of
credit and swingline loans on a fully revolving basis.  Maturity
and pricing will remain unchanged for CCO's incremental term loan
facility (due March 6, 2014) and those lenders who do not
participate in the proposed exchange.

As total term debt remains unchanged, the term loan extension will
have no impact on leverage and only a modest impact on free cash
flow generation given increased pricing.  Following the completion
of the proposed transaction, Moody's anticipates Charter will
apply a substantial portion of its cash-on-hand ($709 million at
December 31, 2009) to repay new revolver borrowings in order to
eliminate the company's negative carry.  Over the rating horizon,
Moody's anticipate the company will generate positive free cash
flow of at least $400 million annually, leading to some modest
organic deleveraging of the balance sheet over time, prior to
further requisite refinancing of maturing debt obligations.

Moody's has assigned these ratings:

Issuer - Charter Communications Operating, LLC

* New senior secured credit facilities -- Assigned (P)Ba2 (LGD 2,
  28%)

The last rating action was on November 30, 2009, when Moody's
assigned a Ba3 Corporate Family Rating and a Ba3 Probability of
Default Rating to Charter's indirect intermediate holding company
CCH II, LLC following the company's emergence from bankruptcy.

Charter Communications, Inc. is one of the largest domestic cable
multiple system operators serving approximately 4.8 million basic
subscribers and generating annual revenues approximating
$6.8 billion.  The company maintains its headquarters in St.
Louis, Missouri.


CHEMTURA CORP: Court OKs Sale of PVC Additives Biz. for $16.2MM
---------------------------------------------------------------
After conducting an auction on February 22, 2010, Judge Robert
Gerber approved the sale of Chemtura Corp.'s global PVC Additives
business to Artek Aterian Holding Company LLC, a Delaware limited
liability company, and its sponsors, Aterian Investment Partners
Distressed Opportunities, LP, a Delaware limited partnership and
Artek Surfin Chemicals Ltd., an Indian private limited company
for, among other things, cash consideration, amounting to
$16,200,000, and the assumption by Artek of certain liabilities
that include certain pension obligations and environmental
liabilities.

A copy of the Asset Purchase Agreement the Debtors entered into
with Artek is available for free at:

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

Before the Court entered its order, Oracle USA, Inc. filed an
objection regarding an assumption and assignment of its contract
in connection with the Sale.

                     About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHEMTURA CORP: Plan Exclusivity Extended Until July 11
------------------------------------------------------
Bankruptcy Judge Robert Gerber granted Chemtura Corporation and
its debtor affiliates' request for a further extension of their
Exclusive Plan Filing Period through and including June 11, 2010,
and their Exclusive Solicitation Period through and including
August 10, 2010.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
contends that the size and complexity of the Debtors' cases
alone warrants extension of the Exclusive Periods.  He notes
that the Debtors' Chapter 11 cases involve 27 debtors with assets
and operations located in 12 states around the United States, and
the Debtors have more than $1 billion in prepetition funded debt
on a consolidated basis.

Mr. Cieri reports that the Debtors have been making extraordinary
efforts to analyze their contracts; review and analyze more than
14,000 proofs of claim; secure Court approval of a reduction of
certain retiree obligations; perform the valuation work required
for the Chapter 11 process; and satisfy the information requests
of numerous constituents including the Official Committee of
Unsecured Creditors, the Official Committee of Equity Holders,
and the prepetition lenders and their advisors.

The Debtors have also been busy with implementing their revised
business plan and have made significant strides in improving
their business, Mr. Cieri points out.  He tells the Court,
however, that although the Debtors are confident that the
business plan will provide the foundation for a viable Chapter 11
plan, the specifics and implementation of the plan are still in
development and will undoubtedly be the subject of further
discussion and diligence.

                     About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHEMTURA CORP: Proposes 2010 Employee Incentive Plan
----------------------------------------------------
Chemtura Corporation and its debtor affiliates seek permission
from the U.S. Bankruptcy Court for the Southern District of New
York to implement their Management Incentive Plan and Emergence
Incentive Plan for the year 2010.

The 2010 MIP and the 2010 EIP are collectively referred to as the
2010 Key Employee Incentive Plan.  The 2010 KEIP will govern the
compensation available to certain of the Debtors' management-
level employees for the 2010 calendar year and upon the Debtors'
emergence from Chapter 11, Richard M. Cieri, Esq., at Kirkland &
Ellis LLP, in New York, relates.

In the ordinary course of business, the Debtors established a
compensation plan for management-level employees, which include
three components:  a base salary, an annual incentive plan
providing compensation for meeting or exceeding performance
targets during a particular compensation year, and a longer term
incentive plan designed to reward the senior management team for
long-term improvements in equity value.  However, the specific
design of the Prepetition Incentive Program suffered from several
limitations and failed to deliver the intended results.
Specifically, unexpected and unprecedented challenges in the
credit markets and the global economy meant that yearly bonus
targets were difficult for many managers to achieve, leading to
limited payouts at the end of the bonus cycle.

After the Petition Date, the Debtors' management developed a
better incentive program for 2009, which consisted of two parts:
a management incentive plan and an emergence incentive plan,
which applies to the 12-month period preceding emergence from
bankruptcy.  The 2009 MIP was structured based on an assumption
of a Chapter 11 emergence in the first quarter of 2010.

The 2009 KEIP proved to be highly successful in attracting
talented professionals to the Debtors' business and motivating
them to achieve measurable success in their positions, Mr. Cieri
points out.  However, he notes, it was not a "lay-up" based on
targets that were easily achievable.

The Debtors tell the Court that they wish to build on their
success in 2009 and encourage the business units that did not
meet their plan targets in 2009 to redouble their efforts in
2010, by implementing a new incentive plan to cover the 2010
period.

Accordingly, the Debtors formulated the 2010 KEIP with the
assistance of their advisors and attorneys, including Alvarez &
Marsal North America LLC, Lazard Freres & Co. LLC and Kirkland &
Ellis LLP, and also worked with an outside compensation
specialist consultant, Matthew Turner of Pearl Meyer & Partners.

The Debtors seek to follow the basic structure of the 2009 KEIP
for the 2010 KEIP.  The 2010 MIP will be structured to
incentivize management employees toward optimal performance
during the 2010 compensation period.  The 2010 EIP will
constitute a longer range program designed to fill an "incentive
gap" that would otherwise result if the Debtors did not provide
industry-standard long-term incentives during the remaining term
of the Chapter 11 cases.

                2010 Management Incentive Plan

The proposed 2010 MIP would be available to 310 of the Debtors'
management-level employees.  The metrics used for the 2010 MIP
are the same as those used for the 2009 MIP, but the targets are
higher, according to Mr. Cieri.

The 2010 MIP emphasizes as a performance target a metric based on
earnings before interest, taxes, depreciation and amortization on
a consolidated or business unit basis for the 2010 calendar year,
while also maintaining focus on other working capital variables.

The "target" level for the 2010 MIP is set at a consolidated
EBITDA level of $300 million, or, put differently, 25% greater
than the EBITDA covenant required by the terms of the Debtors'
DIP Facility.

The specific metrics of the underlying performance targets under
the 2010 MIP are different for the four divisional groupings
among the MIP participants:

  (a) Seven eligible executives, including the chief executive
      officer, the chief financial officer, the senior vice
      president and general counsel, the senior vice president
      of human resources, and three vice presidents;

  (b) The Executive Vice President of the Engineered Products
      division and the Executive Vice President of the
      Performance Products division;

  (c) Managers at each of the Debtors' separate business units,
      including a total of 172 eligible participants; and

  (d) Managers responsible for the Debtors' business operations
      at the functional level, including a total of 129 eligible
      participants.

The applicable minimum threshold of Consolidated EBITDA or
Business Unit EBITDA must be achieved in order for any bonus to
be payable to eligible participants under the proposed 2010 MIP.
Grants under the 2010 MIP will not be paid until early 2011,
after 2010 financials are available and the Debtors' management
is able to analyze 2010 performance.  Moreover, the grants will
only be payable to persons who continue to be employed by the
Debtors at that time.

The total targeted payout pool for the 2010 MIP is $12.5 million
but, because the payment amounts are based on actual achievements
that will create value for the Debtors, the payout amount can be
said to be effectively self-funded, Mr. Cieri says.

                 2010 Employee Incentive Plan

The 2010 EIP will apply to certain of the Debtors' management-
level employees as well as qualifying new employees.  The number
of employees included in the EIP and the size of the grant pool
will be dependent on the achievement of specific EBITDA goals,
but will be approximately 150 employees.

Like the 2009 EIP, the 2010 EIP provides that EIP grants will be
made only upon successful emergence from Chapter 11 and awards
made available to eligible mangers will be subject to time-based
vesting requirements and, therefore, will be made in restricted
stock, stock options or cash at the sole discretion of the board
of directors of the Reorganized Debtors.

The value of the incentive pool that will be made available to
managers at the time of emergence from Chapter 11 as a result of
the 2010 EIP is linked to specific EBITDA levels for the company,
with a maximum 2010 EIP Grant Pool, totaling $19 million, at an
EBITDA level of $345 million.

A summary of the EBITDA levels associated with each 2010 EIP
Grant Pool is:

           Overview of Emergence Incentive Plan Metrics
                          (in millions)
  ---------------------------------------------------------
  2010 EBITDA      $260     $280     $300     $320     $345

  2010 EIP           $7       $9    $11.7    $15.4      $19
  Grant Pool

  2010 % of         2.7      3.2      3.9      4.8      5.5
  EBITDA Shared

Additionally, the 2010 EIP includes an equity grant pool of
$750,000 that the Debtors can use in their discretion to allow
for the participation of new hires.  Mr. Cieri says that to date,
the Debtors have utilized only $285,000 of the $750,000 allocated
as part of the 2009 EIP and will carry forward the unused balance
to 2010.

The EBITDA levels established for the 2010 EIP Grant Pool
significantly exceed those set in 2009, demonstrating the
Debtors' focus on providing managers with increased challenge and
incentive, Mr. Cieri tells the Court.  He further adds that the
grant pool available pursuant to the 2010 EIP is keyed to
achieving EBITDA levels that are significantly higher than the
$245 million of consolidated EBITDA required through the end of
February 2011 by the terms of the DIP Facility.

                     Support from Committees

Under the Incentive Plan Motion, the Debtors note that they
consulted with the Official Committee of Unsecured Creditors and
the Official Committee of Equity Holders in formulating the 2010
KEIP.  According to the Debtors, advisors to both Committees are
supportive of the 2010 KEIP, although the Equity Committee has
asked the Debtors to consider an additional compensation
component for certain senior executives that would be based on a
metric tied to, among other things, equity recovery.

In a subsequent filing, however, the Debtors relay that they made
an error regarding their statement that the Equity Committee is
supportive of the 2010 KEIP.

Mr. Cieri says representatives of the Equity Committee have
informed the Debtors that the Equity Committee does not support
the 2010 KEIP.

In a separate filing, the Equity Committee clarifies that it does
not object to the Debtors' request but believes that the request
"does not go far enough."

Jay M. Goffman, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in New York, tells the Court that the Equity Committee is
supportive of the proposed Incentive Plan, however, it also
believes the 2010 EIP does not sufficiently accomplish the set
objective and should be enhanced to meaningfully incentivize the
Debtors' key management to maximize value for all stakeholders,
including equity security holders.

Accordingly, the Equity Committee proposes that the 2010 KEIP be
supplemented to provide for enhanced awards to certain
participants based upon a metric tied to recoveries on claims and
the achievement of value for existing shareholders.

"To be clear, the Equity Committee has not proposed anything that
would preclude participants in the 2010 EIP from receiving
bonuses in the event that the EBITDA targets that the Debtors
have established are met.  Instead, the Equity Committee has
proposed that certain participants be entitled to an enhanced
award that is tied to returns to equity security holders and the
satisfaction of all claims," Mr. Goffman points out.

Mr. Goffman assures the Court that the Equity Committee stands
ready to work with the Debtors to improve the 2010 KEIP in a
manner that will serve the interests of all stakeholders and will
not cost creditors anything.

                          USW Objects

The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
argues that the 2010 KEIP is nothing more than a "dressed-up"
bonus program for executive and managerial employees, including
nine known "insiders," when, at the same time, the Debtors seek
to substantially reduce or eliminate retiree medical and life
insurance benefits to retirees.

James L. Linsey, Esq., at Cohen Weiss and Simon LLP, in New York
contends that the Debtors' request should be denied because the
KEIP "is anything but an ordinary course transaction."  He
emphasizes that the proposed bonuses under the 2010 KEIP
constitute retention payments prohibited by Section 503(c)(1) of
the Bankruptcy Code.

In addition, pursuant to Section 503(c)(3), Mr. Linsey asserts
that the 2010 KEIP, to the extent it applies to insiders as well
as other officers and managers of the Debtors, should be denied
because the bonus payments cannot be justified by the facts and
circumstances of the case.

For these reasons, the USW asks the Court to deny the Debtors'
request.

                      Debtors Answer USW

In response to the USW, Mr. Cieri reiterates that the 2010 KEIP
program is virtually identical in terms of structure to the 2009
KEIP program.  He notes that the process the Debtors followed in
developing the 2010 KEIP was the same as that used for the 2009
KEIP, except that the Debtors consulted not only with the
Creditors' Committee but the newly appointed Equity Committee as
well.

Both Committees support the 2010 KEIP, though the Equity
Committee wishes to add an additional compensation component that
would be payable in certain circumstances, Mr. Cieri says.  He
adds that the U.S. Trustee, which objected to the 2009 KEIP, has
not objected to the 2010 KEIP.  Only the USW has filed an
objection.

Mr. Cieri contends that the grounds on which the USW has objected
-- that the KEIP (i) violates Section 503(c) of the Bankruptcy
Code because it provides payments to insiders; (ii) is a
retention plan in disguise; (iii) establishes "lay-up" targets;
and (iv) is not consistent with industry practice or
incentivizing employees -- are for the most part the same grounds
the U.S. Trustee originally objected to the 2009 KEIP.  Mr. Cieri
notes that based on the presentation at the hearing for the 2009
KEIP Motion, the Court found that compensation program to have
complied with all relevant portions of the Bankruptcy Code and to
have constituted an appropriate exercise of business judgment.

The Debtors maintain that they have provided ample evidence to
support approval of the 2010 KEIP, specifically:

  -- The 2010 KEIP, which the Debtors developed through an
     extensive internal process and deliberation with advisors,
     the Committees, is an incentive-based plan that is tied to
     substantial performance metrics that, if satisfied, will
     inure to the benefit of all stakeholders in these Chapter
     11 cases; and

  -- Implementing the 2010 KEIP is a sound exercise of the
     Debtors' business judgment because its benchmarks are
     challenging, it is consistent with the Debtors' ordinary
     course practice, it is comparable to similar compensation
     packages, it will incentivize the Debtors' employees to
     reach superior performance targets and the costs are
     reasonable.

For these reasons, the Debtors ask the Court to overrule the
USW's objection.

Moreover, in separate filings, Alan Swiech, Chemtura
Corporation's senior vice president of human resources, and
Matthew Turner, managing director at Pearl Meyer & Partners,
submitted declarations in support of the Debtors' 2010 KEIP
Motions.

Mr. Swiech says he and other members of the management team
worked closely with PM&P to ensure that (1) under the KEIP,
equity grants are tied to market-derived benchmarks linked to the
company's performance at emergence, and (2) the KEIP is
consistent with long term incentive plans that comprise typical
incentive packages in the industry in which the Debtors' operate,
and rewards the senior management team for long-term improvements
in enterprise value.

Mr. Turner relates that PM&P has concluded that any lack of a
long-term incentive opportunity during the Debtors' Chapter 11
cases, which would result absent implementation of the 2010 KEIP,
would cause a shortfall in total compensation as compared to the
market.  He notes that without long-term incentive opportunities
comparable to the market, the Debtors likely would need to
increase base pay to attract high-caliber talent.

Mr. Turner adds that utilizing the benchmark numbers obtained
through research and regression analysis, PM&P has provided the
Debtors with appropriate and competitive annual compensation
figures upon which an industry-comparable employee incentive
compensation plan should be based.  He assures the Court that the
2010 KEIP is consistent with that analysis and in line with
competitive market levels.

                     About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHEMTURA CORP: To Provide SIDF With Postpetition Guarantee
----------------------------------------------------------
Chemtura Corp. and its units sought and obtained the Court for
authority to incur unsecured debt outside of the ordinary course
of business as an administrative expense in the form of a guaranty
of certain obligations of Gulf Stabilizers Industries, Limited, a
joint venture based in Jubail, Saudi Arabia, which 49% is owned by
Chemtura Europe GmbH, an indirect non-Debtor subsidiary of Debtor
Chemtura Corporation.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
notes that GSI had net sales of approximately $42 million in
2009.  GSI anticipates an increase in sales and a gain in market
share within its market territory in the next several years.

GSI has stand-alone sources of financing provided by Saudi
American Bank and Saudi Industrial Development Fund.
Specifically, GSI may borrow up to SAR26,250,000 pursuant to a
credit agreement with SAMBA and may borrow up to SAR106,731,000
pursuant to a loan agreement with SIDF, according to Mr. Cieri.

GSI has been using funds from the SIDF Facility to expand and
modify a factory located in Jubail for the production of anti-
oxidants and ultraviolet stabilizer products.

In 2008, GSI began engineering work on additional 4,000 metric
tons of capacity for the Jubail Facility. In March 2009, GSI
expanded the Jubail Facility with a non-dust blend production
line.  Shortly thereafter, in order to keep ahead of growing
demand for GSI's products within the Marketing Territory, GSI was
required to invest in further capacity within the Jubail
Facility.

In the midst of GSI's expansion of the Jubail Facility, however,
SIDF became concerned of Chemtura's ability to honor the
Prepetition Guarantee because of these Chapter 11 cases and thus,
suspended all disbursements under the SIDF Loan Agreement.  Mr.
Cieri notes that SIDF is currently holding approximately
SAR11,600,000 in disbursements and has informed GSI that it will
not make any further advances until it is satisfied that Chemtura
will honor the Prepetition Guarantee during the course of its
Chapter 11 case, if required to do so.

"This situation is negatively impacting GSI's ability to fund the
expansion of the Jubail Facility, which could adversely affect
the AO/UV business operations and the Debtors' overall business
plan if not corrected," Mr. Cieri says.

In order to address SIDF's concerns, the Debtors engaged in
negotiations with SIDF, pursuant to which SIDF has agreed to
resume loan disbursements and release the undisbursed amount of
SAR11,600,000 to GSI if Chemtura replaces the Prepetition
Guarantee by a new Court-approved irrevocable and unconditional
postpetition guarantee.

Accordingly, the Debtors ask the Court for permission to enter
into a Postpetition Guarantee for SIDF.

A copy of the proposed Postpetition Guarantee is available for
free at http://bankrupt.com/misc/ChemSaudiPostGty.pdf

                     About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.

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


CHRYSLER LLC: New Chrysler Names Soave to Reintroduce Fiat Brand
----------------------------------------------------------------
Mike Ramsey at Bloomberg News reports that Chrysler Group LLC, the
automaker controlled by Fiat SpA, said former Volkswagen AG
executive Laura Soave will be in charge of reintroducing the Fiat
brand to North America.  The Fiat 500 will be sold at Chrysler
dealerships with sales staff for the brand.

                     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: Maynards' $45.5-Mil. Offer Wins Ohio Plant Auction
----------------------------------------------------------------
netDockets reports that Old Carco LLC, formerly known as Chrysler
LLC, has declared Maynards Industries (1991) Inc. as the winning
bidder for its stamping plant in Twinsburg, Ohio.

Maynards is offering $45.5 million for the assets, topping the $45
million final bid from Twinsburg Industrial Park LLC, the stalking
horse bidder.  Twinsburg Industrial Park was declared the back-up
bidder.  Twinsburg Industrial first offered $27.5 million for the
assets in a deal announced in February.

The Troubled Company Reporter ran a story on the stalking horse
deal with Twinsburg Industrial on March 2, 2010.  The TCR and
Chrysler Bankruptcy News have reported that the Twinsburg
Industrial stalking horse agreement requires Old Carco to pay
Twinsburg Industrial a break-up fee amounting $600,000 or the
amount of the net proceeds of an alternative transaction, not to
exceed $600,000.  The Break-up Fee will be payable as an
administrative expense under Sections 503(b)(1) and 507(a)(2) of
the Bankruptcy Code on the date of the closing, and out of the
proceeds, of the applicable transaction.  In no event will
Twinsburg Industrial be entitled to payment of the Break-up Fee
unless and until the closing of an Approved Alternative
Transaction.

According to Chrysler Bankruptcy News, Corinne Ball, Esq., at
Jones Day, in New York, said the Debtors seek to sell:

    -- 11 parcels of real property totaling 195 acres located at
       2000 East Aurora Road, Twinsburg, Summit County, Ohio
       together with all facilities (including a state-of-the-
       art stamping facility), buildings, fixtures and other
       improvements located thereon and certain ancillary rights
       related thereto;

    -- all intangible property pertaining thereto; and

    -- certain personality, trade fixtures and equipment located
       and/or used at the Real Property.

The Property was pledged as collateral to secure the Debtors'
obligations under the Amended and Restated First Lien Credit
Agreement among Carco Intermediate Holdco II LLC, Old Carco, the
lender parties thereto and JPMorgan Chase Bank, N.A., as the agent
to the First Lien Lenders who hold the first priority lien on all
of the Property, subject to certain permitted liens.

The Court will convene a hearing today to consider approval of the
Maynards deal.

                     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)


CINCINNATI BELL: Moody's Assigns 'B2' Rating on $400 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Cincinnati
Bell Inc.'s proposed $400 million senior unsecured notes offering,
to be issued under its shelf registration.  The company expects to
use the net proceeds to redeem $375 million of the company's
outstanding 8 3/8% Senior Subordinated Notes due 2014 and to pay
accrued interest and call premium.

Moody's has taken these rating actions:

Issuer: Cincinnati Bell Inc.

Assignments:

Issuer: Cincinnati Bell Inc.

  -- US$400M Senior Subordinated Regular Bond/Debenture, Assigned
     B2, LGD5 - 89%

The Company's Ba3 CFR reflects its solid market position as an
incumbent residential telecommunications provider and the revenue
diversification it derives from its wireless network and business
customer base.  At the same time, CBB has relatively high leverage
and modest free cash flow in relation to total debt.  Moody's
anticipates that downward pressure on the Company's revenue will
persist due to continuing access line losses in CBB's incumbent
wireline territories and intense competition in wireless segment.
Together with share repurchases, the Company's capital
expenditures in its wireless and technology solutions segments
will constrain free cash flow generation over the next two to
three years, which will affect its ability to materially delever.

The stable outlook is based on Moody's expectations CBB will be
able to maintain stable EBITDA levels by offsetting access line
losses by increasing efficiencies in its incumbent wireline
operations and by growing data and broadband revenues in its
wireless segment.

Moody's notes that the company has been addressing its debt
maturities over the past two years, and is likely to take out more
debt due in the intermediate term.  As noted previously, the Ba3
rating on CBB's senior unsecured notes is close to the breakpoint
between a Ba3 and B1 rating under Moody's Loss Given Default
framework.  However, the proposed senior subordinated offering
preserves the recovery cushion provided to the senior unsecured
debt holders, and provides additional support to the Ba3 rating of
the senior unsecured notes.

Moody's most recent rating action for CBB was on Septmeber 30,
2009 when Moody's assigned a Ba3 rating to the company's senior
unsecured note issuance.

Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio,
provides telecommunications products and services to residential
and business customers in Ohio, Kentucky and Indiana.  CBB
generated $1.3 Billion in revenues in 2009.


CINCINNATI BELL: S&P Assigns 'B-' Rating on $400 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level and a '6' recovery ratings to Cincinnati-based
Cincinnati Bell Inc.'s proposed $400 million senior subordinated
notes due 2018.  The '6' recovery rating indicates expectations
for negligible (0%-10%) recovery in the event of a payment
default.  The company will use the issue proceeds, together with
cash on hand, to redeem the 8.375% senior subordinated notes due
2014 that are currently callable.  Ratings are based on
preliminary documentation and are subject to review of final
documents.

In addition, S&P affirmed all ratings on CBI, including the 'B+'
corporate credit rating.  The outlook is stable.

"The ratings on CBI reflect the significant competitive pressures
facing its core wireline business, which contributes the majority
of consolidated revenues and EBITDA," said Standard & Poor's
credit analyst Naveen Sarma.  Additionally, CBI's wireless
operations remain subject to material competition from both
national wireless providers and regional competitors such as Leap
Wireless International Inc.

"Other credit risks," added Mr. Sarma, "include the company's
single-market concentration, a highly leveraged financial profile,
and limited discretionary cash flow after funding a new
$150 million share repurchase program." Tempering factors include
healthy EBITDA margins at the core wireline business despite
ongoing access-line erosion, a diversified product offering which
provides some customer stickiness, and growing contributions from
its technology solutions business.


CIRCUIT CITY: Proposes to Sell Kentucky Property to Nicklies
------------------------------------------------------------
Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, and
Rules 2002, 6004 and 6006 of the Federal Rules of Bank Procedure,
Circuit City Stores Inc. and its units ask the Court:

  (a) for authority to enter into an agreement with Janet F.
      Nicklies for the sale of certain of Circuit City Stores,
      Inc.'s real property located at 5120 Dixie Highway, in
      Louisville, Kentucky, subject to higher or otherwise
      better bids;

  (b) to approve proposed bidding procedures;

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

  (d) to approve the assumption, assignment and sale of the
      lease associated with the Property free and clear of all
      Liens.

The Property comprises approximately 4.02 acres in Louisville,
Kentucky.  In addition to having operated a retail store on the
Property until the conclusion of its going-out-of-business sales,
Circuit City leased and continues to lease a certain portion of
the Property to EEG, Inc., successor by merger to The Hair Design
School, Inc., pursuant to a lease dated June 23, 2003, as
amended.  The Sale of the Property would be subject to the Lease,
which would be assigned to any purchaser of the Property,
according to Douglas M. Foley, Esq., at McGuireWoods LLP, in
Richmond, Virginia.

Since the Debtors' going-out-of-business sales were commenced,
Circuit City, along with its real estate advisor, DJM Realty,
LLC, has been marketing the Property and Lease.  Various
proposals to purchase the Property were received, and Circuit
City determined that Ms. Nicklies' proposal was considerably
higher or otherwise better than the alternate proposals received.

On February 16, 2010, Circuit City entered into the Agreement
with Ms. Nicklies.  Pursuant to the Agreement, Circuit City, the
Seller, has agreed to sell the Property and assign the Lease to
the Purchaser, Ms. Nicklies, for $750,000, subject to higher or
otherwise better proposals.

According to Mr. Foley, the significant terms of the Agreement
include:

  (a) Property to be acquired consists solely of the Seller's
      right, title and interest in and to the Property, together
      with all rights and appurtenances pertaining to the land;
      all buildings, structures and other improvements on the
      land; electrical, mechanical, air conditioning and other
      fixtures attached; and the Seller's interest as landlord
      under the Lease.  The Lease will be assigned to the
      Purchaser.

  (b) Possession of the Property would be delivered "as is,
      where is."  The Property would be sold free and clear of
      all liens, claims and encumbrances, except for certain
      permitted encumbrances.

  (c) The Sale would be subject to Court approval and
      competitive bidding pursuant to the bidding procedures.

  (d) The closing of the Sale will occur on (1) April 1, 2010,
      or (2) 10 days after entry of the Sale order.

      In the event Closing has not occurred by 6:00 p.m.,
      Eastern Time, on April 1, 2010 -- Outside Date -- for any
      reason other than a default by the Purchaser, the
      Agreement, at the election of the Purchaser to be
      exercised no later than the Outside Date, will become null
      and void and the Purchaser will receive a refund of the
      Deposit.

  (e) The Agreement could be terminated before Closing: (1) by
      Purchaser, if an action is initiated to take any material
      portion of the Property by eminent domain proceedings; (2)
      by Purchaser, in the event of damage to the Property
      exceeding $70,000 occurring during the period after the
      date of the Agreement and before Closing, if Seller does
      not repair the damage; (3) by the Seller, in order for it
      to accept a higher or better offer for the Property
      pursuant to the Bidding Procedures; or (4) by either
      Purchaser or Seller if the Court has not entered the Sale
      Order on or before the Outside Date.

In accordance with the Agreement, Ms. Nicklies has placed
$130,000 into an escrow account with Chicago Title Insurance
Company.  If the Sale is consummated under the Agreement, the
Deposit will be applied to the Purchase Price.  Upon Closing of
the Sale, or if the Agreement is terminated before to Closing
because of the Purchaser's breach of the Agreement, the Seller
would be entitled to the Deposit, Mr. Foley says.

A full-text copy of the Agreement is available at no charge at
http://bankrupt.com/misc/CC_LouisvilleNickliesAgrmnt021610.pdf

                  Proposed Bidding Procedures

To ensure the Seller receives the highest or otherwise best
proposal for the Property, it will entertain alternate proposals.

Parties have until March 9, 2010, at 4:00 p.m., Eastern Time, to
make a bid and to submit an alternate proposal.  All bids are to
be sent to Circuit City, counsel to the Debtors, counsel to the
Official Committee of Unsecured Creditors, and DJM Realty.

If the Seller receives any "Qualified Bid," 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.  The Seller will advise the Purchaser and all other
parties that submitted a Qualified Bid of the Auction.

To be considered a "Qualified Bid" and a "Qualified Bidder", the
person or entity submitting the bid would be required to submit
an offer by the Bid Deadline that includes, among others, an
executed copy of the Agreement, marked to show the amendments and
modifications to the Agreement that the Qualified Bidder
proposes, including modifications to the Purchase Price, which
price must be at least $800,000.

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.

Objections to the Sale, if any, must be filed and served no later
than 4:00 p.m., Eastern Time, on March 11, 2010.

The Seller believes that the Sale and the Lease Assignment
represent its best opportunity under the circumstances to
maximize the value of the Property and the Lease.  The Sale of
the Property and the Assignment of the Lease are in the best
interests of Circuit City's estate and stakeholders, Mr. Foley
asserts.

                        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: Wants Wachovia Directed to Deliver 401(k) Assets
--------------------------------------------------------------
Circuit City Stores Inc. and its units ask the Court to direct
Wachovia Bank, N.A., as custodian of Circuit City Stores, Inc.'s
supplemental 401(k) plan, to deliver the 401(k) assets to the
Debtors' estates.

Effective March 1, 2005, Circuit City established the
Supplemental 401(k) Plan to provide "a select group of management
or highly compensated employees" with supplemental benefits
through salary deferrals and matching employer contributions.

As of January 20, 2010, there were 28 participants, and the
Supplemental 401(k) Plan had assets of $1,114,527, in various
investment funds.  The Supplemental 401(k) Plan is administered
by an Administrative Committee appointed by the Circuit City
board of directors, Douglas M. Foley, Esq., at McGuireWoods LLP,
in Richmond, Virginia, informs the Court.

The Supplemental 401(k) Plan provides pre-tax salary deferrals to
the Participants under the Employee Retirement Income Security
Act of 1974.  Pursuant to Supplemental 401(k) Plan, the
Participants were deemed to be general unsecured creditors of
Circuit City with respect to the benefits due.  The Supplemental
401(k) Plan was also considered unfunded.  Consequently, the
Participants had no ownership interest in contributions to the
Plan, according to Mr. Foley.

To hold contributions made pursuant to the Supplemental 401(k)
Plan, Circuit City was permitted to and did establish a "grantor
trust to hold assets . . . as reserves against the Company's
unfunded, unsecured obligations under the [Supplemental 401(k)]
Plan."  These reserves, however, were "at all times [to] be
subject to the claims of the Company's creditors," Mr. Foley
says.

According to Mr. Foley:

  (a) The Supplemental 401(k) Plan is a "top hat" deferred
      compensation plan under ERISA.  A "top hat" plan is "a
      plan which is unfunded and is maintained by an employer
      primarily for the purpose of providing deferred
      compensation for a select group of management or highly
      compensated employees."

  (b) Because the Supplemental 401(k) Plan is a "top hat"
      deferred compensation plan under ERISA, the Plan assets
      are property of the Debtors' estates.

As the custodian of the Supplemental 401(k) Plan, Wachovia must
"deliver to the [Debtors] and to account for property that has
come into his possession, custody, or control as a custodian,"
Mr. Foley asserts.  He notes that courts have previously ordered
custodians of top hat deferred compensation plans to deliver
their assets to a debtor's estate.

                        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: Wins Approval for Liquidation Retention Plan
----------------------------------------------------------
Circuit City Stores Inc. and its units obtained approval to
implement a liquidation retention plan and pay certain wind down
retention pay to 20 plan participants.

To recall, on March 25, 2009, the Court approved a wind down
incentive and retention plan, as modified by agreement with the
Official Committee of Unsecured Creditors, and authorized payment
of wind down incentive pay to participants in that plan.

Under the Wind Down Incentive Plan and Retention Plan,
participants were divided into two categories.  Tier I
Participants consisted of management level employees that may be
considered "insiders," as the term is defined in Section 101(31)
of the Bankruptcy Code.  Tier II Participants consisted of non-
insider key employees.

With respect to Tier I Plan Participants, payments have been or
will be made in accordance with the Wind Down Incentive and
Retention Plan upon completion of tasks associated with each
payment.  With respect to Tier II Plan Participants, however, the
Wind Down Incentive and Retention Plan expired on January 15,
2010, Douglas M. Foley, Esq., at McGuireWoods LLP, in Richmond,
Virginia, relates.

The Debtors and the Creditors Committee have proposed and
solicited votes on their First Amended Joint Plan of Liquidation,
which contemplates the continued liquidation of the Debtors'
assets, reconciliation of liabilities, and the distributions
according to the priorities set forth in the Bankruptcy Code.

The Debtors have continued to work towards an orderly and
efficient liquidation process.  To assist them with that process,
the Debtors currently have 23 full-time employees.  At this time,
the Debtors believe that the continued employment of their
remaining employees is in the best interests of their creditors
and estates.

According to Mr. Foley, the Debtors' ability to keep their
remaining employees is threatened by three primary factors:

  (1) The employees recognize that, due to the liquidation,
      long-term employment with the Debtors is not an option.

  (2) The employment market in Richmond has improved
      considerably over the last several months.  Indeed, the
      Debtors have had certain unexpected resignations by
      certain key employees.

  (3) The Wind Down Incentive and Retention Plan expired.  As a
      result, the Debtors have no ability to "incentivize" their
      employees to remain until their services are no longer
      needed.

Moreover, additional unexpected employment losses threaten the
Debtors' ability to achieve an orderly and efficient liquidation.
To successfully continue and complete the liquidation process,
the Debtors developed, along with their restructuring
professionals, an appropriate but limited liquidation retention
plan for 20 employees.

None of the Plan Participants are members of the Debtors'
management or "insiders," and are not persons in control of the
Debtors, Mr. Foley explains.

                   Liquidation Retention Plan

Because the Wind Down Incentive and Retention Plan has expired,
it is imperative that the Plan Participants continue to be
motivated to provide their substantial contributions to the
liquidation of the Debtors.  The Liquidation Retention Plan would
help ensure that Plan Participants, each of whom is essential to
the liquidation process and critical to managing the effective
and timely liquidation of the Debtors' estates, are retained in
order to maximize value for the Debtors' creditors, Mr. Foley
says.

The Liquidation Retention Plan consists of retention bonus
payments to the Plan Participants based on their continued
service to the Debtors through the earlier of (i) the date the
Debtors sever the Plan Participant and (ii) the effective date of
a plan of liquidation.  All payments to a particular Plan
Participant under the Liquidation Retention Plan will be made on
each participant's applicable End Date.

Although the total payments under the Liquidation Retention Plan
will vary, the Debtors estimate that they will accrue $9,400.

If a Plan Participant voluntarily terminates his employment or is
terminated for cause before the End Date, the Plan Participant
will not receive any portion of any payment that he would have
received had he continued to be employed by the Debtors on the
End Date.

The Liquidation Retention Plan treats each Plan Participant
differently, and payments to a particular Plan Participant depend
on three factors: (i) weekly salary, (ii) the percentage of the
weekly salary designated under the Liquidation Retention Plan,
and (iii) the number of weeks actually worked beginning with
the first week after the Debtors' Wind Down Incentive and
Retention Plan ended for the particular Plan Participant
and ending on that Plan Participant's applicable End Date.

Notably, the Plan Participants are not required to accomplish
specific performance metrics to be eligible for payment.

The Creditors' Committee has advised the Debtors that it supports
the approval of the Liquidation Retention Plan.

The Debtors also seek, pursuant to Section 107(b) of the
Bankruptcy Code and Rule 9018 of the Federal Rules of Bankruptcy
Procedure, to file the list of the Plan Participants and the
terms of their retention bonus payments under seal to protect the
employees from potential harm caused by the disclosure of
confidential information.

In separate filings, the Debtors seek to shorten the notice
period and to expedite hearing on the motion to be heard on
February 11, 2010.

Mr. Foley explains that the delay in filing the motion until this
point was to provide the Creditors' Committee with an opportunity
to review and provide comments on the motion.  The Creditors'
Committee also consents to having the motion heard on an
expedited basis and shortened notice.

                        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).


CITIGROUP INC: Holds Auction Rate Preferreds in Various Funds
-------------------------------------------------------------
Citigroup Global Markets Inc.; Citigroup Financial Products Inc.;
Citigroup Global Markets Holdings Inc.; and Citigroup Inc.,
disclosed in a regulatory filing on Wednesday that:

     -- 216 shares or 3.7% of Auction Rate Preferred securities of
        BlackRock MuniYield Michigan Insured Fund, Inc.;

     -- 99 shares or 3.9% of Auction Rate Preferred securities of
        Nuveen Virginia Premium Income Municipal Fund;

     -- 48 shares or 3.2% of Auction Rate Preferred securities of
        Nuveen Massachusetts Premium Income Municipal Fund;

     -- 874 shares or 6.8% of Auction Rate Preferred securities of
        Gabelli Dividend & Income Trust;

     -- 4,192 shares or 29.9% of Auction Rate Preferred securities
        of Van Kampen Senior Income Trust;

     -- 515 shares or 17.9% of Auction Rate Preferred securities
        of Nuveen Maryland Premium Income Municipal Fund; and

     -- 248 shares or 18.5% of Auction Rate Preferred securities
        of Nuveen Connecticut Premium Income Municipal Fund

                          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.


CITIGROUP INC: CEO Pandit Sees Return to "Sustained Profits"
------------------------------------------------------------
Matthias Rieker at Dow Jones Newswires reports that Citigroup
Chief Executive Vikram Pandit told money managers at a Citigroup
conference Thursday at the Waldorf Astoria that the bank is poised
to return to "sustained profits" after being kept afloat by
government support during the market meltdown.  According to Dow
Jones, Citigroup executives said the sell-down of unwanted assets
by Citigroup may not impose a drag on profits, fueling a further
run-up of Citi's stock.

According to Dow Jones, slides prepared for Mr. Pandit's
presentation show Citi's goal is to generate a return on assets of
1.25% to 1.5% in its core businesses.  In 2009, the businesses
Citi intends to keep and expand returned 1.15%, generating profits
of $14.7 billion.  But the bank reported a net loss of $1.6
billion, partly because of losses at Citi Holdings, the assets it
plans to sell or wind down over the next few years, Dow Jones
notes.

Dow Jones says analysts have warned that Citi's plans to dispose
of $547 billion in noncore assets could offset profit growth in
its core banking, securities and transaction-services business.
But Mr. Pandit, according to Dow Jones, suggested that unless the
economy weakens, it may have enough reserves to offset any sales
below their valuation on the bank's books.

Dow Jones further notes that in response to Mr. Pandit's remarks,
Citigroup shares rose 22 cents, or 5.6%, to close at $4.18 in 4
p.m. New York Stock Exchange composite trading.  Dow Jones says
the shares have risen 23% in the past six trading days amid
speculation the government may accelerate a planned sale of a 27%
stake after it becomes free to sell on March 16.

                          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.


CITRUS 278: Stockholders to Infuse Funds to Pay Unsecureds
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will
consider at a hearing on March 23, 2010, at 10:00 a.m., the
approval of a disclosure statement explaining Citrus 278, LLC's
proposed plan of reorganization.  The hearing will be held at  230
N. First Ave., 6th Floor, Courtroom 603, Phoenix, Arizona.

The Debtor will begin soliciting votes on the plan following
approval of the adequacy of the information in the disclosure
statement.

According to the Disclosure Statement, the plan proposes to pay
the priority claims in full.  It also proposes to give secured
creditors with an interest in the Citrus Real Property the
opportunity to be paid in full on their allowed secured claims
immediately, or to remain as investors under new notes, and with
an opportunity to share in the potential upside of the
development.  In addition, the plan will result in the unsecured
creditors receiving a substantial payout.

The unsecured creditors will share pro rata in the sum of
$200,000.  The Debtor's statements and schedules list unsecured
claims totaling $3,118,740.

The plan will be implemented by the retention of its existing
management.  This implementation will also include the management
and disbursement of the funds infused by the interest holders.

A full-text copy of the disclosure statement will be available for
free at http://bankrupt.com/misc/Citrus278_DS.pdf

Phoenix, Arizona-based Citrus 278, LLC, is limited liability
company engaged in the business of owning and developing real
property in the State of Arizona.  The Company filed for Chapter
11 bankruptcy protection on November 5, 2009 (Bankr. D. Ariz. Case
No. 09-28416).  Mark W. Roth, Esq., at Polsinelli Shughart P.C.
assists the Company 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.


COACHMEN INDUSTRIES: Unit Inks Deal with Private Developer
----------------------------------------------------------
All American Building Systems LLC, a subsidiary of Coachmen
Industries Inc., entered into a contract with a private developer
for the construction of two modular apartment buildings in
Dubuque, Iowa.

This contract is for the first phase of a housing project that the
Company anticipates will involve the construction of 12 apartment
buildings containing a total of 216 dwelling units, with a total
project price of approximately $13 million.

The contract price for the design, construction, delivery, and
finish of the two apartment buildings currently under contract
with the Company is approximately $2.4 million, and work on these
buildings is to begin immediately.  The Company anticipates that
the bulk of the revenue for these two apartment buildings will be
recognized in the second quarter of 2010.

                     About Coachmen Industries

Coachmen Industries, Inc., doing business as All American Group,
is one of America's premier systems-built construction companies
operating under the ALL AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN
HOMES(R) and MOD-U-KRAF(R) brands, as well as a manufacturer of
specialty vehicles through a joint venture with ARBOC Mobility,
LLC.  All American Group is a publicly held company with stock
quoted and traded on the over-the-counter markets under the ticker
COHM.PK.

All American Group includes All American Homes, LLC and Mod-U-
Kraf, LLC, which combined are one of the nation's largest builders
of systems-built residential homes.  Models range from single-
story ranches to spacious two-story colonials to beautifully
rustic log homes, under the Ameri-Log(R) brand.  A line of solar
homes that can generate low to zero energy bills is available
under the Solar Village(R) brand.  All American Building Systems,
LLC, builds large scale projects such as apartments, condominiums,
dormitories, hotels, military and student housing.  The Company's
construction facilities are located in Colorado, Indiana, Iowa,
North Carolina and Virginia.

                        *     *     *

In March 2009, Coachmen's independent public accounting firm,
Ernst & Young LLP, said that despite the Company's sale of the
assets related to its RV Segment, its recurring net losses and
lack of current liquidity raise substantial doubt about its
ability to continue as a going concern.

Coachmen said its ability to continue as a going concern is highly
dependent on its ability to obtain financing or other sources of
capital.


COEUR D'ALENE: Names K. Leon Hardy as Senior Vice President
-----------------------------------------------------------
Coeur d'Alene Mines Corporation appointed K. Leon Hardy to the
position of Senior Vice President -- Operations, effective March
2, 2010.  Mr. Hardy will replace Richard M. Weston, who will
resign, following a short leave of absence, effective March 31,
2010.

Mr. Hardy was appointed as the Company's Senior Vice President
North American Operations in July 2008.  Mr. Hardy served as the
Vice President and interim General Manager of the Company's San
Bartolome mine during 2008 and Vice President and General Manager
for the Company's subsidiary Coeur Argentina S.R.L. from May 2003
to July 2008.  Mr. Hardy was employed with Apex Silver Mines as
Operations Manager at their San Cristobal project in Bolivia from
1999 to 2002.  Mr. Hardy was employed in Argentina with Minera
Alumbrera Ltd from 1996 to 1998.  Mr. Hardy was employed with
Cyprus Amax Minerals from 1979 to 1996.

In connection with Mr. Hardy's appointment to the position of
Senior Vice President -- Operations, the Company and Mr. Hardy
entered into a Second Amendment to Restated Employment Agreement,
dated March 2, 2010, which amends the Amended and Restated
Employment Agreement, dated December 31, 2008, between the Company
and Mr. Hardy, as previously amended by the First Amendment to
Restated Employment Agreement, dated July 31, 2009. The Second
Amendment sets forth certain changes to Mr. Hardy's compensation,
including an increase in Mr. Hardy's base salary to $275,000.

Furthermore, Mr. Hardy is entitled to an annual incentive bonus
during each calendar year for the duration of the Employment
Agreement targeted to be 50% of Mr. Hardy's then current annual
salary.  In addition, Mr. Hardy has the opportunity to earn a
long-term incentive bonus with a target level of 190% of his base
salary.  The bonuses are at the discretion of the Company's Board
of Directors.

                    About Coeur d'Alene Mines

Coeur d'Alene Mines Corporation (NYSE:CDE, TSX:CDM, ASX:CXC) is
one of the world's leading silver companies and also a significant
gold producer.  Coeur common shares are traded on the New York
Stock Exchange under the symbol CDE, the Toronto Stock Exchange
under the symbol CDM, and its CHESS Depositary Interests are
traded on the Australian Securities Exchange under symbol CXC.

At September 30, 2009, the Company had $3,059,759,000 in total
assets, including cash and cash equivalents of $45,603,000;
against $193,341,000 in total current liabilities and $888,959,000
in total long-term liabilities.  At September 30, 2009, the
Company had accumulated deficit of $419,574,000 and stockholders'
equity of $1,977,459,000.  Coeur d'Alene Mines had $402.2 million
in accumulated deficit as of June 30, 2009.

As reported by the Troubled Company Reporter on August 11, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Coeur D'Alene Mines to 'B-' from 'CCC' and raised the
ratings on the company's $180 million senior unsecured notes due
2024 ($106 million outstanding) and $230 million senior unsecured
notes due 2028 ($150 million outstanding) to 'CCC+' from 'CCC-'.
The recovery rating on the notes remains unchanged at '5'.  S&P
removed the corporate credit and issue-level ratings from
CreditWatch, where they were placed with positive implications on
May 18, 2009.  The outlook is positive.


COOPER-STANDARD: Fee Auditor OKs 18 Professionals' Fees
-------------------------------------------------------
Warren H. Smith & Associates filed final reports in Court,
recommending the approval of fee applications of these
professionals retained in the Chapter 11 cases of Cooper-Standard
Holdings Inc.:

  Professional          Fee Period        Fees      Expenses
  ------------          ----------     ----------   --------
Alvarez & Marsal North  08/03/09 to    $1,176,014    $31,720
America LLC             10/31/09

Bennett Jones LLP       08/02/09 to       $20,538        $22
                        10/31/09

Ernst & Young           08/03/09 to      $726,527    $18,498
                        10/31/09

Foley & Lardner         08/03/09 to      $190,012     $4,221
                        10/31/09

Fried Frank Harris      08/03/09 to    $2,636,492    $79,358
Shriver & Jacobson LLP  10/31/09

Kramer Levin Naftalis   08/14/09 to      $780,291    $10,545
                        10/31/09

Lazard Freres           08/03/09 to      $587,096     $8,362
                        10/31/09

Richards Layton         08/03/09 to      $153,355    $12,281
                        10/31/09

Young Conaway Stargatt  08/14/09 to       $70,285     $4,324
& Taylor LLP            10/31/09

Warren H. Smith has also recommended the approval of the
Creditors Committee's applications to reimburse the expenses of
TD High Yield Fund for $1,591, and Pioneer High Yield Fund for
$659, for the period August 13 to October 31, 2009.  Both firms
are members of the Creditors Committee.

                       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: Proposes Duff & Phelps for Asset Valuation
-----------------------------------------------------------
Cooper-Standard Holdings Inc. and its debtor-affiliates seek
court approval to employ Duff & Phelps LLC as their asset
valuation provider effective January 28, 2010.

The Debtors tapped the firm to provide valuation of their
personal and real properties, customer contracts, technology-
related intangible assets, trademarks, among other things.  The
firm is also tasked to make valuation of the reporting units
owned by the Debtors including CSA North America, CSA Europe, CSA
South America and CSA Asia Pacific, and equity investments
including Nishikawa Standard Company, Guyoung Technology Co. LTD
and Shanghai SAIC-Metzler Sealing.

Also part of Duff & Phelps' duties is to provide valuation of
Cooper-Standard Automotive (Deutschland) GmbH, Cooper-Standard
Automotive Ceska republika s.r.o, and Cooper-Standard Automotive
Polska Sp. z.o.o., and make estimation of the replacement cost of
some of the Debtors' tangible assets.

Duff & Phelps will be paid for its services on an hourly basis
and will be reimbursed for its expenses.  The hourly rates of the
firm's professionals are:

  Professionals                Hourly Rates
  -------------                ------------
  Managing Director               $565
  Director                        $515
  Vice-President                  $415
  Senior Associate                $320
  Analyst                         $235
  Administrative                  $120

The firm estimates that its fees for the services will be about
$625,000 to $690,000.

Steven Shanker, managing director at Duff & Phelps, assures the
Court that his firm does not hold or represent interest adverse
to the Debtors, and that it is a disinterested person pursuant to
Section 101(14) of the Bankruptcy Code.

The Court will hold a hearing on March 18, 2010, to consider
approval of the proposed employment.  Deadline for filing
objections is March 11, 2010.

                       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 Tax Refunds Suit Dismissed
-------------------------------------------------
Cooper-Standard Holdings Inc., Cooper-Standard Automotive Inc.
and Cooper-Standard Automotive Canada Ltd. ask the Ontario
Superior Court of Justice to dismiss the complaint by Cooper Tire
& Rubber Company, saying that Cooper Tire's claim of ownership of
the tax refunds is baseless.

Drew Sloan, Esq., at Richards Layton & Finger P.A., in
Wilmington, Delaware, says that CSA Canada owns the tax refunds
since it is the company, and not Cooper Tire, which paid the
taxes.

"Cooper Tire never paid CSA Canada's taxes, either directly or
effectively through its cash management system," Mr. Sloan says
in court papers, citing the testimonies of Cooper Tire's
witnesses that it is the Canadian unit that paid its own taxes.

The testimonies, Mr. Sloan says, also revealed that CSA Canada
and Cooper Tire had separate accounts under Cooper Tire's cash
management system that was designed to prevent commingling of the
accounts.

"While owned by Cooper Tire, CSA Canada was a separately
incorporated subsidiary of [CS Automotive] that had its own
separately maintained bank accounts from which the taxes were
paid," he points out.

Mr. Sloan dismisses Cooper Tire's assertion that it retained an
ownership interest in pre-closing tax refunds, saying that a
provision in the stock purchase agreement does not state that
those refunds belong to Cooper Tire.

The stock purchase agreement was executed in connection with the
sale of Cooper Tire's stock to CSHI in 2004.  Cooper Tire asserts
ownership of the tax refunds based on this agreement, which
reportedly entitles Cooper Tire to all refunds of its taxes and
interest received by CSHI or any of its units.

Cooper Tire has been demanding CSHI to remit about $60 million in
tax refunds, which CSA Canada received from the Canada Revenue
Agency in July 2009.  It also seeks to recover $42.5 million in
additional tax refunds yet to be received.

"At no point prior to closing did Cooper Tire tell [CSHI] that it
was retaining an ownership interest in pre-closing tax refunds,
or that it had anything more than a contractual right to receive
payment," Mr. Sloan further says.

CSHI, et al., also ask the Canadian Court to deny approval of
Cooper Tire's motion for summary judgment, saying "there are no
disputed issues of material fact" with respect to the claims
asserted by Cooper Tire in its complaint.  They also oppose
Cooper Tire's motion for leave to file reply brief in support of
its motion for summary judgment on grounds that the Canadian
Court's previous scheduling orders "prohibit the filing of reply
briefs in support of the parties' motions for summary judgment."

Cooper Tire earlier filed a motion for summary judgment, arguing
that under federal common law and Delaware law, the tax refunds
are not part of the defendants' bankruptcy estates on grounds
that the defendants hold those funds in trust for the benefit of
Cooper Tire.

Cooper Tire's motion for leave also drew flak from the Official
Committee of Unsecured Creditors.

"The [Creditors Committee] believes that already too much time,
expense and estate resources have been wasted in this adversary
proceeding's elongated discovery and briefing period at the
primary expense of the Debtors' unsecured creditors," says the
Creditors Committee's attorney, Maris Finnegan, Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware.

In a related development, the Canadian Court issued a scheduling
order, requiring Cooper Tire and the defendants to jointly submit
a form of pretrial statement on March 19, 2010.

A pretrial conference is scheduled for April l, 2010, while a
trial is scheduled for April 12 and April 13, 2010, according to
the order.

                       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-


COYOTES HOCKEY: Moyes to Sue NHL Over Balsillie's Bid Rejection
---------------------------------------------------------------
Mike Sunnucks at Business Journal of Phoenix reports that Jerry
Moyes, former owner of Phoenix Coyotes, likely will countersue the
National Hockey League.  According to report, NHL sued Mr. Moyes
for breached an agreement with the league when he stopped
financing the team in 2008 and held talks with Jim Balsillie to
buy the Coyotes and move them to Hamilton, Ontario.  NHL is
seeking $60 million in damages including payment for the team's
expected $20 million loss this season.

Business Journal relates Mr. Moyes' counterclaim could focus on
the league's rejection of Mr. Balsillie's $242 million bid for the
Coyotes.  NHL acquired the team for $140 million and is working on
a deal to sell the team to Iced Edge Holdings to keep the team in
Phoenix market.

                       About Coyotes Hockey

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.

In November 2009, Judge Redfield T. Baum approved the sale of the
Phoenix Coyotes to the National Hockey League, which had bought
the team to quash a plan by bidder Jim Balsillie's to move the
team to Ontario, Canada.  Coyotes was sent to Chapter 11 to
effectuate a sale by owner Jerry Moyes to Mr. Balsillie.

The city of Glendale, Ariz., is seeking to convert the Coyotes'
Chapter 11 case to a Chapter 7, echoing the Debtors and unsecured
creditors' belief that the city is trying to wriggle out of having
its bankruptcy claim estimated.  The team's former owners have
filed a Chapter 11 plan of liquidation, to rebuff the Chapter 7
conversion bid.


DANNY'S SAN TAN: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
Danny's San Tan, LLC, has filed with the U.S. Bankruptcy Court for
the District of Arizona a list of its 20 largest unsecured
creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/azb10-05585.pdf

Scottsdale, Arizona-based Danny's San Tan, LLC, filed for Chapter
11 bankruptcy protection on March 3, 2010 (Bankr. D. Ariz. Case
No. 10-05585).  Bert L. Roos, Esq., who has an office in Phoenix,
Arizona, assists the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.

The Company's affiliates -- Danny's Tempe, LLC, and Danny's
Crossroads, LLC -- filed also Chapter 11 petitions.


DANNY'S SAN TAN: Section 341(a) Meeting Scheduled for April 15
--------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in Danny's San Tan, LLC's Chapter 11 case on April 15, 2010, at
10:00 a.m.  The meeting will be held at the US Trustee Meeting
Room, 230 N. First Avenue, Suite 102, Phoenix, AZ (341-PHX).

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.

Scottsdale, Arizona-based Danny's San Tan, LLC, filed for Chapter
11 bankruptcy protection on March 3, 2010 (Bankr. D. Ariz. Case
No. 10-05585).  Bert L. Roos, Esq., at Phoenix, Arizona, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.


DEED AND NOTE: Asks for Court Okay to Use Cash Collateral
---------------------------------------------------------
Deed And Note Traders, LLC, has sought authorization from the U.S.
Bankruptcy Court for the District of Arizona to use the cash
securing their obligations to their prepetition lenders.

Scott D. Gibson, Esq., at Gibson, Nakamura & Green, P.L.L.C.,
explains that the Debtor needs to use the cash collateral to fund
its Chapter 11 case, pay suppliers and other parties.

The Debtor says the secured lenders' interests are adequately
protected by its current payment of taxes and monthly insurance
premiums associated therewith, and by its current payment of
repair and payroll costs associated with the maintenance and
preservation thereof.  According to the Debtor, secured lenders
are entitled to protection of their interests only against losses
attributable to the decrease in the value of their collateral.

The Debtor will provide additional adequate protection to its
secured lenders by sequestering any net operating income remaining
after the payment of necessary operating expenses in a separate
bank account and allocating said income and the Debtor's expenses
to each property on a pro rata basis.

Tucson, Arizona-based Deed and Note Traders, L.L.C., filed for
Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. D.
Ariz. Case No. 10-03640).  Scott D. Gibson, Esq., at Gibson,
Nakamura & Green, PLLC, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $1,000,001
to $100,000,000.


DETROIT: Sells $250 Million Without Recent Disclosure Filings
-------------------------------------------------------------
Darrell Preston at Bloomberg News reports that Detroit sold $250
million of debt on March 11 without having filed annual financial
reports on time for five years.  According to the report, city
spokesman Dan Lijana said Detroit received more than $500 million
of orders and sold the debt at an average interest rate of 5.08%,
less than the 5.75% the city had expected to pay.  Detroit will
provide backing by payments of state aid from sales taxes to the
general obligation issue, which enabled it to maintain investment
grade.

The city provided a June 30, 2008 financial statement, its most
recent, to investors.  A fiscal 2009 report is expected to be
complete by May 31, Mr. Lijana told Bloomberg.

Moody's Investors Service, which rates the city's general
obligation debt at Ba3, its third-highest rating below investment
grade, assigned an A1 rating to the bond issue because of the
legal structure that protects state payments to bondholders.
Standard & Poor's, which gave a BB rating on the city's general
obligation debt, assigned an AA- rating to the new issue.

Detroit warned bondholders in a March 2 preliminary offering
statement of the risk of bankruptcy as it prepares to sell $250
million of bonds to help close its budget deficit.  The city said
that while it hasn't taken steps to reorganize under Chapter 9, it
may have few other options if its financial condition worsens.
Detroit is facing a deficit estimated at $280 million.

Only two cities -- Menasha, Wisconsin, and Vallejo, California --
have sought bankruptcy protection during the past two years.


DGI RESOLUTION: Receives Delisting Notice from NASDAQ
-----------------------------------------------------
On March 4, 2010, DGI Resolution, Inc., formerly known as deCODE
genetics, Inc. received notice from The Nasdaq Stock Market that
its common stock will be delisted.  The Company's stock was
suspended on January 6, 2010, and has not traded on NASDAQ since
that time.  NASDAQ will file a Form 25 with the Securities and
Exchange Commission to complete the delisting.  The delisting will
become effective ten days after the Form 25 is filed.

                       About DGI Resolution

deCODE Genetics Inc., now known as DGI Resolution, Inc., is a
global leader in analyzing and understanding the human genome.
deCODE has identified key variations in the sequence of the genome
conferring increased risk of major public health challenges from
cardiovascular disease to cancer, and employs its gene discovery
engine to develop DNA-based tests to assess individual risk of
common diseases; to license its tests and intellectual property to
partners; and to provide comprehensive, leading- edge contract
services to companies and research institutions around the globe.
The Company was founded in 1996 and is headquartered in Reykjavik,
Iceland.

The Company filed for Chapter 11 on November 16, 2009 (Bankr. D.
Del. Case No. 09-14063).  The petition listed assets of
$69.9 million against debt of $314 million.  Liabilities
include $230 million on 3.5% senior convertible notes.

In January 2010, deCODE genetics, Inc., completed the sale of its
Iceland-based subsidiary deCODE genetics ehf (also known as
Islensk erfdagreining) and its drug discovery and development
programs to Saga Investments LLC, a private company.

The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved the corporate name change of deCODE
genetics, Inc., to DGI Resolution, Inc., following the sale.


DIRECT MARINE: Files for Bankruptcy After Failing to Pay Workers
----------------------------------------------------------------
Direct Marine Services filed for Chapter 11 bankruptcy protection,
according to reporting by Katherine Schmidt at houmatoday.com.

The Company has been accused of failing to pay its workers and
creditors.  The U.S. Department of Labor sued the company and its
employees for failing to pay its workers in accordance with the
Federal Labor Standards Act on Dec. 29, 2009.  At least eight
other lawsuits have been filed against the company in Terrebonne
court for more than $400,000 in unpaid bills, Ms. Schmidt says.

A meeting of creditors will take place on March 26, 2010, at F.
Edward Hebert Federal Building, No. 111, 6000 S. Maestri St. in
New Orleans.

Direct Marine Services operates a boat-building company.


DOMINO'S PIZZA: Names Trojan & Goldman to Board of Directors
------------------------------------------------------------
Domino's Pizza named Gregory A. Trojan and Jim Goldman to its
Board of Directors effective March 1, 2010.

A) Gregory A. Trojan

Since 2007, Mr. Trojan has served as president and chief operating
officer at Guitar Center, Inc., the leading United States retailer
of guitars, amplifiers, percussion instruments, keyboards and pro-
audio and recording equipment, based in Westlake Village,
California.  From 1996 to 2006, he was president and CEO of House
of Blues Entertainment, Inc.  Mr. Trojan served as CEO of
California Pizza Kitchen for two years while at Pepsico Inc., and
held various positions within Pepsico from 1990 to 1996.  Prior to
that, he was a consultant at Bain & Company, the Wharton Small
Business Development Center and Arthur Andersen & Co.

"We are thrilled to welcome Greg to our Board," said David A.
Brandon, Domino's Chairman.  "His broad consumer retail experience
in industries spanning food, entertainment and hard goods will
bring valuable strategic insights to our brand, making him an
important member of our very talented Board."

Mr. Trojan earned his MBA from the Wharton School at the
University of Pennsylvania in 1986 and holds a bachelor's degree
from the University of Virginia's McIntire School of Commerce. He
has previously served on the Board of Directors at Oakley Inc.

B) Jim Goldman

Since 2004, Mr. Goldman has served as president and CEO of Godiva
Chocolatier Inc., based in New York City.  He was president of the
Foods and Beverage Division at Campbell Soup Company from 2001 to
2004. He worked in various executive positions at Nabisco Inc.
from 1992 to 2000.  Prior to his work at Nabisco Inc., Mr. Goldman
was a senior consulting associate at McKinsey & Co.

"We are extremely fortunate to have Jim joining us as a new member
on our Board," said David A. Brandon, Domino's Chairman.  "His
previous board experience and innovative business sense will be a
tremendous resource to us as we move forward. He adds strength to
our already top-notch team."

Mr. Goldman earned his MBA from the Johnson School of Management
at Cornell University in 1985 and holds a bachelor's degree from
Dartmouth College.  He served as a member of the Board of
Directors at The Children's Place Retail from 2006 to 2008, on the
Compensation Committee.  He also served on the Board of Trustees
at the YMCA Camps Becket and Chimney Corners in Becket,
Massachusetts, from 1992 to 1998.

                        About Domino's Pizza

Founded in 1960, Ann Arbor, Michigan-based Domino's Pizza, Inc.
(NYSE: DPZ) -- http://www.dominos.com/-- is the recognized world
leader in pizza delivery.  Through its primarily locally owned and
operated franchised system, Domino's operates a network of 8,886
franchised and Company-owned stores in the United States and over
60 international markets.  The Domino's Pizza((R)) brand, named a
Megabrand by Advertising Age magazine, had global retail sales of
over $5.5 billion in 2008, comprised of nearly $3.1 billion
domestically and over $2.4 billion internationally.  During the
third quarter of 2009, the Domino's Pizza((R)) brand had global
retail sales of over $1.2 billion, comprised of over $672 million
domestically and over $570 million internationally.

As of September 6, 2009, the Company had $443.7 million in total
assets against $156.9 million in total current liabilities and
$1.636 billion in total long-term liabilities, resulting in
$1.350 billion in stockholders' deficit.


DOMINO'S PIZZA: Selects John Macksood as Exec. Vice President
-------------------------------------------------------------
Domino's Pizza named John Macksood to the position of Executive
Vice President of Supply Chain.  Mr. Macksood has been with the
Company for 24 years.  He was previously second-in-command for the
supply chain operation as its Vice President of Logistics and
Network Planning, and played a vital role in that division's
growth.

Domino's President and CEO J. Patrick Doyle congratulated Macksood
on his new position, and offered his vote of confidence: "John has
been key to our successful history in supply chain.  I'm confident
he will drive positive, reliable results for our company into the
future, and to continue the strong partnership with franchisees
that makes this business a unique part of our success story."

Macksood joined Domino's in 1986 from North American Van Lines
Company.  He has held positions of increasing responsibility at
Domino's in logistics and purchasing; and has overseen the
creation of business line extensions, including a produce
processing plant, freight redistribution and thin crust shell
processing plant.  He graduated from Michigan State University
with a Materials Logistics Management degree.  A Michigan native,
Macksood is married to Denise and has two children: Chad, 17 and
Madison, 13.

The company also announced that current Executive Vice President
of Supply Chain, L. David Mounts, will be leaving Domino's,
effective April 1.  Mounts has accepted the position of CEO of
Inmar, Inc.  The company, located in Winston-Salem, North
Carolina, specializes in reverse logistics, promotion services,
revenue recovery and information management.

Mounts, 46, joined Domino's in October 2005, in the position
of Chief Financial Officer and later transitioned to run the
company's supply chain business from September 2007 to present.

"David Mounts has done a great job with our supply chain business.
He took over a very strong operation and made it even stronger.
We wish him the very best in his new position, and know he will do
a great job at Inmar, too," said Doyle.

                       About Domino's Pizza

Founded in 1960, Ann Arbor, Michigan-based Domino's Pizza, Inc.
(NYSE: DPZ) -- http://www.dominos.com/-- is the recognized world
leader in pizza delivery.  Through its primarily locally owned and
operated franchised system, Domino's operates a network of 8,886
franchised and Company-owned stores in the United States and over
60 international markets.  The Domino's Pizza((R)) brand, named a
Megabrand by Advertising Age magazine, had global retail sales of
over $5.5 billion in 2008, comprised of nearly $3.1 billion
domestically and over $2.4 billion internationally.  During the
third quarter of 2009, the Domino's Pizza((R)) brand had global
retail sales of over $1.2 billion, comprised of over $672 million
domestically and over $570 million internationally.

As of September 6, 2009, the Company had $443.7 million in total
assets against $156.9 million in total current liabilities and
$1.636 billion in total long-term liabilities, resulting in
$1.350 billion in stockholders' deficit.


DUANE READE: Reports $84 Million Net Loss for 4th Qtr. 2009
-----------------------------------------------------------
Duane Reade Holdings Inc. reported financial results for the
fourth quarter and year ended Dec. 26, 2009.

Net retail store sales, which exclude pharmacy resale activity,
increased 5.3% to $451.3 million from $428.6 million in the fourth
quarter of 2008.  The increase in net retail store sales is due to
the opening of new stores, renovated store locations and strong
pharmacy same-store sales growth.

At the end of 2009, the Company operated 257 stores, compared to
251 stores at the end of 2008.


The Company's net loss for the fourth quarter of 2009 was
$84.8 million, compared with $17.4 million in the prior year
period.  The fourth quarter operating loss improved to $1.4
million, compared to an operating loss of $3.6 million in the
prior year period.  The improvement in operating loss was
primarily attributable to the $7.9 million increase in Adjusted
FIFO EBITDA, partially offset by increased depreciation and
amortization expenses of $2.2 million, a higher LIFO inventory
valuation charge of $1.9 million and a $0.6 million increase in
other expenses.

                       Full Year Results

For the full year, total net sales were $1.837 billion, reflecting
an increase of 3.6% compared to $1.774 billion in 2008.  Net
retail store sales increased 4.0% to $1.757 billion, from $1.690
billion in the prior year, with better than anticipated
performance at new and renovated store locations.

For the full year, operating loss was $7.6 million compared with a
$15.8 million operating loss in the prior year.  Net loss for the
current year was $124.3 million, compared to $72.8 million in
2008.

John A. Lederer, Chairman and Chief Executive Officer, commented,
"We are pleased with our operating results for the fourth quarter
and full year as we demonstrated continued improvement in a number
of important metrics despite the challenging economy.  We are
especially pleased that we exceeded our expectations for full year
Adjusted FIFO EBITDA, which increased 13.9%. Additionally, we are
delighted with the continued positive traction of our business
transformation, as evidenced by strong results in pharmacy sales,
the launch of Look Boutique, our store-within-a-store beauty
concept, as well as the introduction of our DR Delish exclusive
brand, which we introduced through The Duane Reader, our in-store
publication.  These accomplishments speak to our ever increasing
desire and ability to better serve the needs of our core urban
market."

A full-text copy of the Company's press release on its fourth
quarter and full year 2009 results is available for free at
http://ResearchArchives.com/t/s?5852

                        About Duane Reade

Founded in 1960, Duane Reade is the largest drug store chain in
New York City, offering a wide variety of prescription and over-
the-counter drugs, health and beauty care items, cosmetics,
convenience foods, greeting cards and photofinishing.  As of
June 27, 2009, the Company operated 253 stores.

At September 26, 2009, Duane Reade Holdings, Inc., had
$725,237,000 in total assets against $867,282,000 in total
liabilities, resulting in stockholders' deficit of $142,045,000.

                           *     *     *

The Troubled Company Reporter said July 17, 2009, that Moody's
Investors Service affirmed Duane Reade's Caa1 Corporate Family
Rating and Ca Probability of Default Rating.  Duane Reade's Caa1
CFR reflects the company's high leverage and weak coverage along
with its geographic concentration in and disproportionate exposure
to economic conditions in the intensely competitive New York metro
market.  The rating also incorporates Moody's expectation that
free cash flow will be weak over the next 12 months due to
relatively modest cash flow that is largely consumed by capital
expenditures.


DUBAI WORLD: Banks Won't Take Cut; Formal Deal Seen Next Week
-------------------------------------------------------------
Mirna Sleiman at Dow Jones Newswires reports that bankers familiar
with the matter said Dubai World creditors have rejected the idea
of taking a "haircut" on $22 billion of debt.  Dow Jones says
preliminary discussions are shifting towards extending the
maturity of existing loans and bonds.

"They agreed to keep paying interest on the debt and to reschedule
maturities of the principal," a senior banker at a local creditor
told Zawya Dow Jones Thursday.  "Banks, especially local ones,
can't handle any losses on their exposure to Dubai World.  The
conglomerate needs to maintain a good long term relationship with
lenders."

Zawya Dow Jones notes it was feared that Dubai would try and force
creditors into taking a 40% "haircut" on their exposure to Dubai
World.  Zawya Dow Jones relates that according to the bankers
these initial discussions were universally rejected by lenders.
Zawya Dow Jones says Dubai finance department, which is involved
in the Dubai World restructuring, denies such terms were ever
discussed.

According to Zawya Dow Jones, another banker familiar with
negotiations said the restructuring has entered the final phases.
That banker said, "We agreed on the terms and now have to discuss
it with the other banks."  Major creditors are hopeful that the
terms of formal deal will be made public next week."

Dubai World representatives have held informal meetings with
creditors in London and Dubai.  Zawya Dow Jones says a steering
committee that represents about 90 creditors includes Standard
Chartered PLC, Royal Bank of Scotland Group PLC, HSBC Holdings PLC
and Lloyds Banking Group PLC.  Business services firm KPMG is
representing the steering committee.

On Wednesday, Zawya Dow Jones reported that Dubai World was to
meet United Arab Emirates banks by Thursday and may propose a debt
restructuring that involves creditors receiving their full
principal investment.  Zawya Dow Jones cited a report by Middle
East Economic Digest.  Zawya Dow Jones said the two U.A.E. banks
that will be involved in meetings are Emirates NBDEmirates NBD and
Abu Dhabi Commercial Bank.

                        6-Month Standstill

In November 2009, the Troubled Company Reporter ran a story
about Dubai World seeking a six-month standstill on its debt
obligations.  The government of Dubai said it would restructure
Dubai World and has appointed Deloitte LLP to lead the
restructuring effort, naming an executive at the consultancy as
the group's "chief restructuring officer."

Bloomberg News' Arif Sharif and Laura Cochrane said Dubai World
has US$59 billion in liabilities.  Bloomberg said Dubai
accumulated US$80 billion of debt by expanding in banking, real
estate and transportation before credit markets seized up last
year.

The Wall Street Journal said Standard & Poor's in an October
report estimated Dubai World could be responsible for as much as
50% of Dubai's total government and corporate debt load of some
US$80 billion to US$90 billion.

                          Large Exposure

As reported by the Troubled Company Reporter-Europe on Dec. 1,
2009, The Wall Street Journal's Chip Cummins, Dana Cimilluca and
Sara Schaefer Munoz, citing a person familiar with the matter,
said that U.K.'s Royal Bank of Scotland Group PLC, HSBC Holdings
PLC, Barclays PLC, Lloyds Banking Group PLC, Standard Chartered
PLC and ING Groep NV of the Netherlands, are among the
international banks that have large exposure in Dubai World.

RBS has lent roughly US$1 billion to Dubai World, another person
said, according to the Journal.  Sources also told the Journal
Barclays's exposure to Dubai World is roughly US$200 million, and
that exposure is effectively hedged.

David Robertson at The (U.K) Times reported Credit Suisse has
estimated that European banks could have EUR40 billion
(GBP36 billion) in loans to Dubai and much of this could be at
risk if the Gulf emirate defaults.

The Journal, citing people familiar with the matter, said the
banks with the greatest exposure to Dubai World are Abu Dhabi
Commercial Bank and Emirate NBD PJSC, people familiar with the
matter said.

Dow Jones Newswires' Margot Patrick related that a report by the
Emirates Banks Association said the top eight foreign banks in the
United Arab Emirates by lending volume -- HSBC, Standard
Chartered, Barclays, HSBC, Royal Bank of Scotland's ABN Amro,
Citigroup Inc., BNP Paribas SA, Lloyds and Credit Agricole SA's
Calyon, -- extended about US$36 billion in loans in 2008
throughout the federation, without breaking down the loans by
emirate or type of borrower.

                        About Dubai World

Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer
in global investments.  As a holding company it operates a highly
diversified spectrum of industrial segments and plays a major role
in the emirate's rapid economic growth.  Dubai World's investment
spans four strategic growth areas of 21st Century commerce namely,
Transport & Logistics, Drydocks & Maritime, Urban Development and
Investment & Financial Services.  Dubai World's portfolio includes
DP World, one of the largest marine terminal operators in the
world; Drydocks World & Dubai Maritime City designed to turn Dubai
into a major ship-building and maritime hub; Economic Zones World
which operates several free zones around the world including Jafza
and TechnoPark in Dubai; Nakheel the property developer behind
iconic projects such as The Palm Islands and The World among
others; Limitless the international real estate master planner
with current development projects in various parts of the world;
Leisurecorp a global sports and leisure investment group,
reshaping the industry by unlocking value across investment,
development and brand opportunities; Dubai World Africa which
oversees the regional development and portfolio of investments in
the African continent; and Istithmar World, the group's investment
arm that has a global footprint in finance, capital, leisure,
aviation and various other business ventures.

The Sun Never Sets on Dubai World, its Web site says.


EAST CAMERON: Court OKs Additional Financing from Lenders
---------------------------------------------------------
The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana, in a final order, authorized East
Cameron Partners, LP, to obtain an additional loan from Cheyne
Special Situations Fund LP, Cheyne Vista Fund LP, Dupont Pension
Trust, Camulos Master Fund LP and Plainfield Direct Inc.

As reported in the Troubled Company Reporter on February 16, 2010,
the DIP lenders have already provided $4 million in postpetition
financing.

The Debtor would use the additional $490,000 from the DIP lenders
meet its ongoing operational and administrative needs and to
preserve the value of its estate pending the sale of substantially
all of its assets.

The lenders agreed to grant the additional loan the Debtor in
exchange for the grant of a superperiority administrative claim,
priming of liens on any and all encumbered property, first liens
on any and all unencumbered property, and perfected security
interest in and liens of the highest available priority on the DIP
collateral.

The DIP lenders advised the Debtor during negotiations that they
will not consent to being primed by a superpriority lien granted
to another third party lender.

                    About East Cameron Partners

Based in Lafayette, Louisiana, East Cameron Partners, LP --
http://www.eastcameronpartners.com/-- is an independent oil and
gas exploration and production company.  The Company filed for
Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No.
08-51207).  Benjamin W. Kadden, Esq., Christopher T. Caplinger,
Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck,
Rankin & Hubbard, represent the Debtor as counsel.  Michael H.
Piper, Esq., and William E. Steffes, Esq., at Steffes, Vingiello &
McKenzie, L.L.C., represent the Official Committee of Unsecured
Creditors as counsel.  When the Debtor filed for protection from
its creditors, it listed over $100 million each in assets and
debts.


EPV SOLAR: Cooley Godward Named as Counsel to Creditors Committee
-----------------------------------------------------------------
Cooley Godward Kronish LLP has been selected as counsel to the
creditors committee of EPV Solar, Inc.  The Cooley team is led by
partner Jay Indyke and includes associates Michael Klein and Seth
Van Aalten.

                      About Cooley Godward

Cooley Godward Kronish LLP -- http://www.cooley.com-- represents
hundreds of clients in a wide range of industries from offices in
nine major commercial markets.  With 650 attorneys throughout the
U.S., Cooley Godward's business and litigation practice reaches
across a broad array of dynamic industry sectors, including
technology, life sciences, clean tech, real estate, financial
services, retail and energy.

                         About EPV Solar

Robbinsville, New Jersey-based EPV Solar, Inc., fka Energy
Photovoltaics, Inc., filed for Chapter 11 bankruptcy protection on
February 24, 2010 (Bankr. D. N.J. Case No. 10-15173).  Kenneth
Rosen, Esq., and Samuel Jason Teele, Esq., at Lowenstein Sandler
PC, assist the Company in its restructuring effort.  The Company
estimated its assets and its debts at $50,000,001 to $100,000,000.


FAIRFIELD RESIDENTIAL: To Bring Plan for Confirmation April 22
--------------------------------------------------------------
Fairfield Residential LLC received approval from the U.S.
Bankruptcy Court for the District of Delaware of the disclosure
statement explaining its proposed Plan of Reorganization.

The Debtors will shortly begin soliciting votes on the Plan.  The
deadline to vote on the Plan would be April 14.

The Debtors will present the Plan for confirmation at a hearing on
April 22.  Objections to confirmation are due April 16.

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.


FAIRPOINT COMMUNICATIONS: Disclosure Statement Approved
-------------------------------------------------------
Don Jeffrey at Bloomberg News reports that FairPoint
Communications Inc., won court approval of the disclosure
statement explaining its Chapter 11 plan and a $75 million loan to
finance its exit from Chapter 11.

A confirmation hearing on the plan is set for May 11.

Various parties objected to the Disclosure Statement.  The
objectors include two rivals, Verizon Communications Inc. and
Comcast Corp.

The Debtors, however, addressed objections by some parties,
including the Pension Benefit Guaranty Corp., with respect to the
adequacy of the information in the Disclosure Statement.

The Debtors, however, said that plan confirmability issues will be
addressed at the confirmation hearing.  The affiliates of Verizon
Communications; the Vermont Utilities; CPA Associates 9, L.P.; ACE
American Insurance Company, raised issues with respect to the
confirmability of the Plan.  "The Disclosure Statement Hearing is
not the appropriate time to assert arguments regarding the
confirmability of a plan of reorganization and therefore the
confirmation-related objections should be overruled," FairPoint
told the Court.

"I cannot find this plan patently unconfirmable," Judge Lifland
said.  "The objections could be raised at the confirmation
hearing," he said.

The amended plan would give holders of secured debt 92% of the
shares in the reorganized company and give unsecured creditors 8%.

According to Bloomberg, a lawyer for the committee of unsecured
creditors said one issue remains between them and FairPoint, and
that they will try to resolve it before the confirmation hearing.
The matter is the potential proceeds of some litigation involving
FairPoint.

The Debtors summarized responses to each of the Disclosure
Statement Objections, a copy of which is available for free
at http://bankrupt.com/misc/FairPt_FairPtReplytoDSObjs.pdf

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on October 26,
2009 (Bankr. S.D.N.Y. Case No. 09-16335).  Rothschild Inc. is
acting as financial advisor for the Company; AlixPartners, LLP, as
the restructuring advisor; and Paul, Hastings, Janofsky & Walker
LLP is the Company's counsel.  BMC Group is claims and notice
agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAIRPOINT COMMUNICATIONS: Proposes to Pay Regulators Expenses
-------------------------------------------------------------
FairPoint Communications Inc. and its units seek the Court's
authority to reimburse the actual and reasonable expenses and
costs incurred by the New Hampshire Public Utility Commission's
Staff Advocates and the Vermont Department of Public Service,
including the reasonable fees and expenses of the agencies'
professionals, in connection with proceedings related to the
Debtors' Chapter 11 cases.

The Debtors' Plan of Reorganization incorporates and implements
the settlement of certain regulatory issues between the Debtors
and each of the New Hampshire Staff Advocates and the Vermont
DPS, James T. Grogan, Esq., at Paul Hastings Janofsky & Walker
LLP, in New York, reminds the Court.

The Court's approval of the New Hampshire and Vermont Regulatory
Settlement Agreements will be sought in connection with the
confirmation of the Plan.

Mr. Grogan notes that in connection with obtaining final approval
of the Settlement Agreements by the New Hampshire Commission and
the Vermont Board, the parties will incur expenses and costs
relating to a number of interim measures that they must
undertake, including the submission of evidence and participation
in hearings regarding the approval of the Settlement Agreements.
Expenses and costs, he adds, have been incurred to date in
connection with the negotiation of the Settlement Agreements and
the related regulatory approvals.

In order to enable the Regulatory Agencies to devote sufficient
resources to the approval of the Settlement Agreements and to act
in a timely manner, the New Hampshire Staff Advocates and the
Vermont DPS have requested that the Debtors reimburse them for
their reasonable postpetition expenses and costs incurred during
these Chapter 11 cases and the postpetition regulatory
proceedings, solely in furtherance of the process of
negotiating the terms of the Settlement Agreements and any
proceedings to obtain the approval of the Agreements.

Subject to the Court's approval, the Debtors have agreed to
reimburse those expenses and costs in accordance with the terms
of the Settlement Agreements, Mr. Grogan relates.

Moreover, the Debtors propose uniform procedures to govern the
reimbursement of fees and expenses of counsel to the Regulatory
Agencies:

  (a) On or before the 30th day of each month following the
      month for which reimbursement is sought, each Regulatory
      Agency seeking reimbursement will serve a monthly
      statement by hand or overnight delivery on these notice
      parties:

       (1) The Debtors
           c/o FairPoint Communications, Inc.
           521 East Morehead Street, Suite 500,
           Charlotte, NC 28202
           Attn: Shirley J. Linn and Susan L. Sowell, Esq.

       (2) Paul, Hastings, Janofsky & Walker LLP
           75 East 55th Street, New York, NY 10022
           Attn: Luc A. Despins, Esq. and
                 James T. Grogan, Esq.

       (3) Andrews Kurth, LLP
           450 Lexington Avenue, New York, NY 10017
           Attn: Paul N. Silverstein, Esq. and
                 Jonathan I. Levine, Esq.;

       (4) The Office of the United States Trustee
           33 Whitehall Street, 21st Floor
           New York, New York 10004
           Attn: Andrew D. Velez-Rivera and
                 Elisabetta G. Gasparini

       (5) Kaye Scholer LLP
           425 Park Avenue, New York NY 10022
           Attn: Margot B. Schonholtz, Esq. and
                 Nicholas J. Cremona, Esq.

  (b) Each Monthly Statement will specify the expenses and
      costs for which reimbursement is sought, including the
      fees and expenses of any professional.

  (c) With respect to the reimbursement of fees of professionals
      retained by the Regulatory Agencies, the Monthly Statement
      will set forth, in reasonable detail, (i) an appropriate
      narrative description of the services rendered; (ii) the
      persons who performed the services; (iii) the time
      expended by each person on each activity, broken out in
      increments of tenths of an hour; and (iii) the billing
      rate of each the person.

  (d) With respect to the reimbursement of expenses of the
      Regulatory Agencies and professionals retained by them,
      the Statement will set forth, in reasonable detail, (i)
      the nature of each expense for which reimbursement is
      sought; (ii) the amount sought for reimbursement on
      account of each expense; and (iii) supporting
      documentation for each expense.

  (e) Objections, if any, to a Monthly Statement submitted by a
      Regulatory Agency will be served on the applicable
      Regulatory Agency and the Notice Parties within 20
      business days after receipt of the statement by the
      objecting party.

  (f) In the event no objection is interposed by any of the
      Notice Parties within 20 business days after receipt of
      the Monthly Statement, the Debtors will then be authorized
      to pay the Monthly Statement as requested.

  (g) If an objection is interposed, the Debtors will hold
      payment with respect to the disputed item pending
      resolution of the objection.  The Debtors, the objecting
      parties and the applicable Regulatory Agency will then
      endeavor to amicably resolve any disputes as soon as
      practicable.  If the dispute is not resolved within 10
      business days after an objection is interposed, any party
      may request that the Court resolve the dispute.

The Court will convene a hearing to consider this motion on
March 22, 2010.  Objections will be due by March 15.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on October 26,
2009 (Bankr. D. S.D.N.Y. Case No. 09-16335).  Rothschild Inc. is
acting as financial advisor for the Company; AlixPartners, LLP, as
the restructuring advisor; and Paul, Hastings, Janofsky & Walker
LLP is the Company's counsel.  BMC Group is claims and notice
agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAIRPOINT COMMUNICATIONS: Wants Plan Exclusivity Until Aug. 23
--------------------------------------------------------------
Pursuant to Section 1121(b) of the Bankruptcy Code, an initial
period of 120 days is provided after the commencement of a
Chapter 11 case during which a debtor has the exclusive right to
propose a plan of reorganization.  Section 1121(c)(3) provides
that if a debtor proposes a plan within the Exclusive Proposal
Period, it has the balance of 180 days after the commencement of
the Chapter 11 case to solicit acceptances of the plan.

During the Exclusive Plan Proposal Period and the Exclusive
Solicitation Period, plans may not be proposed by any party-in-
interest other than the debtor.

FairPoint Communications Inc. and its units have filed a Chapter
11 Plan well within the Exclusive Filing Period.  However, out of
abundance of caution, the Debtors ask Judge Lifland of the United
States Bankruptcy Court for the Southern District of New York
pursuant to Section 1121(d) to extend:

  (a) their Exclusive Filing Period through August 23, 2010; and

  (b) their Exclusive Solicitation Period through October 21,
      2010.

Section 1121(d) allows the Court to extend a debtor's Exclusive
Period for cause.

According to James T. Grogan, Esq., at Paul Hastings Janofsky &
Walker LLP, in New York, the Debtors seek to extend their
Exclusive Periods to ensure that in the event the proposed Plan
is not ultimately confirmed, they are afforded an opportunity to
rework the Plan terms, as necessary, and solicit acceptances of
that revised plan without the concomitant deterioration and
disruption of their businesses that is likely to be caused by the
filing of competing plans by non-debtor parties.

Mr. Grogan further asserts that the Debtors' requested extension
is warranted for these reasons:

  -- The Debtors' cases are large and complex.  These cases are
     also compounded by state and federal regulatory regimes
     that apply to communications common carriers.

  -- The Debtors have demonstrated good faith progress towards
     their reorganization.  Among others, the Debtors have
     repeatedly demonstrated their continuing commitment toward
     an expeditious restructuring by devoting their energies and
     resources to negotiation of the Plan and Disclosure
     Statement with the Lender Steering Committee, the Unions,
     the Regulatory Authorities, and certain holders of
     FairPoint's unsecured senior notes.  Furthermore, the
     Debtors have filed a Chapter 11 Plan and Disclosure
     Statement within the initial 120 days of the Petition Date.

  -- The Debtors are not seeking an extension of the Exclusive
     Periods to delay the reorganization for some speculative
     event or to pressure creditors to accede to a plan that is
     unsatisfactory to them.

  -- The Debtors have time met and will continue to timely meet
     their postpetition obligations in these cases.

The Court will convene a hearing to consider the Debtors' request
on March 22, 2010, at 10:00 a.m., Eastern Time.  Objections are
due no later than March 15.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on October 26,
2009 (Bankr. D. S.D.N.Y. Case No. 09-16335).  Rothschild Inc. is
acting as financial advisor for the Company; AlixPartners, LLP, as
the restructuring advisor; and Paul, Hastings, Janofsky & Walker
LLP is the Company's counsel.  BMC Group is claims and notice
agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FANNIE MAE: Sells $6-Bil. of 3-Year Benchmark Notes
---------------------------------------------------
Fannie Mae sold $6 billion of three-year notes in a benchmark
issue.  Dow Jones Newswires' Prabha Natarajan says the sale
follows a similar large-sized offering from Freddie Mac last week.

Terms of the notes:

     Pricing Date                   March 11, 2010
     Settlement Date                March 15, 2010
     Maturity Date                  May 7, 2013
     Issue Size                     $6 billion
     Coupon                         1.750%
     Price                          99.839
     Yield                          1.803%
     Payment Dates                  Each May 7th and November 7th,
                                    beginning May 7, 2010
     Spread                         +31 basis points / 1.375%
                                    03/15/13 U.S. Treasury
     CUSIP                          31398AJ94
     Listing                        Application will be made to
                                    list the securities on the
                                    EuroMTF market of the
                                    Luxembourg Stock Exchange

Barclays Capital Inc., Deutsche Bank Securities Inc., and J.P.
Morgan & Co. are the joint lead managers.  The co-managers
include, Banc of America Securities, CastleOak Securities, L.P.,
FTN Financial Capital Markets, RBC Capital Markets, UBS Securities
LLC, and Williams Capital Group LP.

Dow Jones says the Office of the Federal Home Loan Banks is
expected to come out with its own offering on Wednesday, as all
three government-sponsored enterprises tap the market before the
end of the Federal Reserve's purchase program on March 31.  Dow
Jones adds that for the GSEs, issuing benchmark notes this month
is a way to get large amount of funding done.  For investors it's
a safe-haven purchase with the likely option of selling the paper
to the Fed when it conducts its last purchase later this month,
Dow Jones says.

Dow Jones also notes market participants expect the central bank
to purchase agency debt with maturities in the three-year range,
but there's no official word on it.

According to Dow Jones, the Company said U.S. investors bought 70%
of the deal, Asian buyers picked up 17%, fund managers bought 60%
of the deal, while central banks bought 28.5%.  Dow Jones notes
the Company said this is slightly changed from the purchase trend
for Fannie debt so far this year, where central banks have bought
34% of Fannie's issuance to date, and fund managers 52%.

                        About Fannie Mae

Fannie Mae -- http://www.fanniemae.com/-- is a government-
sponsored enterprise that was chartered by Congress in 1938.
Fannie Mae securitizes mortgage loans originated by lenders in the
primary mortgage market into mortgage-backed securities, which can
then be bought and sold in the secondary mortgage market.  Fannie
Mae also participates in the secondary mortgage market by
purchasing mortgage loans and mortgage-related securities,
including the Fannie Mae MBS, for its own mortgage portfolio.  In
addition, Fannie Mae makes other investments that increase the
supply of affordable housing.  Under its charter, Fannie Mae may
not lend money directly to consumers in the primary mortgage
market.  Although Fannie Mae is a corporation chartered by the
U.S. Congress, and although its conservator is a U.S. government
agency and Treasury owns its senior preferred stock and a warrant
to purchase its common stock, the U.S. government does not
guarantee its securities or other obligations.

                        Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FANNIE MAE: To Buy Up to 200,000 Delinquent Loans From MBS Trusts
-----------------------------------------------------------------
Fannie Mae has said it anticipates buying roughly 150,000 to
200,000 loans from MBS trusts this month, and expects that it will
continue purchasing loans in each of the subsequent few months
until it has substantially reduced the current population of loans
that are four or more months delinquent.

On February 10, 2010, Fannie Mae said it intends to increase
significantly its purchases of loans from single-family MBS trusts
that are delinquent as to four or more consecutive monthly
payments.  The total dollar volume (measured by scheduled unpaid
principal balance) of all loans that were four or more months
delinquent in Fannie's single-family MBS as of December 31, 2009,
was approximately $127 billion.  Of that amount, $82 billion
backed Fannie's CL prefix MBS and $45 billion backed Fannie's non-
CL prefix MBS.

Early this month, Fannie said March 2010 purchases of loans that
are four or more months delinquent will be reflected in the MBS
pool factors released on the fourth business day of April 2010.
Fannie said loans that become four or more months delinquent after
December 31, 2009, will be included in the purchase population as
they become eligible.

                        About Fannie Mae

Fannie Mae -- http://www.fanniemae.com/-- is a government-
sponsored enterprise that was chartered by Congress in 1938.
Fannie Mae securitizes mortgage loans originated by lenders in the
primary mortgage market into mortgage-backed securities, which can
then be bought and sold in the secondary mortgage market.  Fannie
Mae also participates in the secondary mortgage market by
purchasing mortgage loans and mortgage-related securities,
including the Fannie Mae MBS, for its own mortgage portfolio.  In
addition, Fannie Mae makes other investments that increase the
supply of affordable housing.  Under its charter, Fannie Mae may
not lend money directly to consumers in the primary mortgage
market.  Although Fannie Mae is a corporation chartered by the
U.S. Congress, and although its conservator is a U.S. government
agency and Treasury owns its senior preferred stock and a warrant
to purchase its common stock, the U.S. government does not
guarantee its securities or other obligations.

                        Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FANNIE MAE: Releases January 2010 Monthly Summary
-------------------------------------------------
Fannie Mae early this month released its January 2010 Monthly
Summary.  The monthly summary report contains information about
Fannie Mae's monthly and year-to-date activities for our gross
mortgage portfolio, mortgage-backed securities and other
guarantees, interest rate risk measures, and serious delinquency
rates.  A full-text copy of the report is available at no charge
at http://ResearchArchives.com/t/s?5886

                        About Fannie Mae

Fannie Mae -- http://www.fanniemae.com/-- is a government-
sponsored enterprise that was chartered by Congress in 1938.
Fannie Mae securitizes mortgage loans originated by lenders in the
primary mortgage market into mortgage-backed securities, which can
then be bought and sold in the secondary mortgage market.  Fannie
Mae also participates in the secondary mortgage market by
purchasing mortgage loans and mortgage-related securities,
including the Fannie Mae MBS, for its own mortgage portfolio.  In
addition, Fannie Mae makes other investments that increase the
supply of affordable housing.  Under its charter, Fannie Mae may
not lend money directly to consumers in the primary mortgage
market.  Although Fannie Mae is a corporation chartered by the
U.S. Congress, and although its conservator is a U.S. government
agency and Treasury owns its senior preferred stock and a warrant
to purchase its common stock, the U.S. government does not
guarantee its securities or other obligations.

                        Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FIRST NATIONAL: Posts $43.7 Million Net Loss in 2009
----------------------------------------------------
First National Bancshares, Inc. filed its annual report on Form
10-K, showing a net loss of $43.7 million on $12.7 million of net
interest income for 2009, compared with a net loss of
$44.8 million on $20.0 million of net interest income for 2008.

Net loss for the year ended December 31, 2009, included
$39.7 million in the provision for loan losses, as compared to
$20.5 million in the provision for loan losses for the year ended
December 31, 2008.   Net loss for the year ended December 31,
2008, included $28.7 million in a non-cash accounting charge for
goodwill impairment.

Net interest income for the year ended December 31, 2009,
decreased by 36.5% or $7.3 million to $12.7 million, as compared
to $20.0 million recorded during the same period in 2008,
primarily due to the negative impact of the proportionally
increased level of nonperforming loans, as well as the overall
decrease of 173 basis points in the rates earned on the Company's
average interest-earning assets.  The net interest margin for the
year ended December 31, 2009, was 1.58%, as compared to the 2.57%
net interest margin recorded for the year ended December 31, 2008,
or a reduction of 99 basis points during the year ended
December 31, 2009, primarily due to the excess liquidity that was
held on the balance sheet, primarily in lower-yielding interest-
bearing bank balances at the Federal Reserve and lost interest
income on the elevated level of nonperforming assets as compared
to 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$717.7 million in assets and $721.8 million of debts, for a
stockholders' deficit of $4.1 million.

Elliott Davis LLC expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that of the Company's nonperforming assets which have
increased to $137.3 million as of December 31, 2009, provision for
loan losses of $39.7 million and $20.5 million, respectively, for
the years ended December 31, 2009, and 2008, and significant
losses each year.  Additionally, the Company's subsidiary bank is
significantly undercapitalized under regulatory capital guidelines
and during 2009, the subsidiary bank entered into a consent order
regulatory enforcement action with its primary regulator, the
Office of the Comptroller of the Currency.  The consent order
requires management to take a number of actions, including, among
other things, reducing the level of nonperforming assets and
increasing and maintaining its capital levels at amounts in excess
of the Bank's current capital levels.  "The uncertainty of the
Company's ability to replenish its capital raises substantial
doubt about the Company's ability to continue as a going concern."

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

               http://researcharchives.com/t/s?5883

                        About the Company

Spartanburg, S.C.-based First National Bancshares, Inc. was
organized in 1999 to serve as the holding company for First
National Bank of the South, a national banking association.,
referred to herein as the "Bank."  The Company operates a network
of full-service branches in select markets across the state of
South Carolina.  The Company's assets consist primarily of its
investment in the Bank, and its primary activities are conducted
through the Bank.  As of December 31, 2009, the Company's
consolidated total assets were $717.7 million, its consolidated
total loans were $537.2 million, and its consolidated total
deposits were $641.5 million.


FOREST CITY: Moody's Assigns 'Caa2' Rating on New Preferred Stock
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 preferred rating to
Forest City Enterprises, Inc.'s new cumulative perpetual
convertible preferred stock issue.  The rating agency also
affirmed its B3 senior unsecured rating for Forest City
Enterprises, Inc. The rating outlook is negative.

The preferred stock is being offered in reliance on the exemption
from registration provided by the Section 4(2) of the Securities
Act of 1933, as amended.  The proceeds from the issuance will be
primarily used to defray the issuance costs, as well as for
general corporate purposes.

With respect to $170 million of the new preferred stock, Forest
City entered into separate, privately negotiated exchange
agreements with certain holders of three separate series of the
Company's senior notes due in 2011, 2015 and 2017,: $51.2 million
of 3.625% Puttable Equity-Linked Senior Notes due 2011,
$121.7 million of 7.625% Senior Notes due 2015, and $5.8 million
of 6.500% Senior Notes due 2017, which were exchanged for
$50.7 million, $114.4 million and $4.9 million of preferred stock,
respectively.  In conjunction with the exchange of notes, the
Company also issued an additional $50.0 million of preferred stock
for cash pursuant to separate, privately negotiated purchase
agreements.

The B3 senior unsecured rating continues to reflect the
deterioration in its portfolio performance experienced by Forest
City during the current recession: both its retail and residential
segments posted negative same property NOI for the first nine
months of fiscal 2009, -2.0% and -3.3% (based on pro-rata
consolidation), respectively.  These negative results were offset
by stronger performance from the office segment of 6.2% same
property NOI based on pro-rata consolidation; these results
largely reflect long-term office leases, as well as the valuable
and well-leased life sciences portfolio (recently joint-ventured
with Health Care REIT).  Still, Forest City's development exposure
remains high at $2.1 billion at pro-rata consolidation; it is
somewhat mitigated by the remaining equity commitment of only
$130 million as of October 31.  2009.  Positively, Forest City has
also made significant progress in its refinancing efforts
including the extension of its line of credit until 2012 and the
reduction in its fiscal 2011 refinancing exposure to $321 million
at October 31, 2009, from $427 million at July 31, 2009.

The negative rating outlook continues to reflect Forest City's
weakened debt protection measures.  Moody's believes this will
likely persist for several quarters as a result of the broader
economic environment.

Moody's stated that the achievement of stable rating outlook would
depend on Forest City's fixed charge coverage (defined as pro-rata
share of recurring EBITDA divided by interest expense, capitalized
interest, and preferred dividends) stabilizing at above 1.2x and
debt/EBITDA being closer to 14x.  Maintaining sound liquidity
would also be important for the outlook to be stabilized.  A
downgrade would likely result from continued earnings
deterioration and further pressure on leverage and coverage
metrics, as well as any breach of covenants or liquidity
challenges.

These ratings were assigned with a negative outlook:

* Forest City Enterprises, Inc. -- $220 million cumulative
  perpetual convertible preferred stock at Caa2.

These ratings were affirmed with a negative outlook:

* Forest City Enterprises, Inc. -- B3 senior unsecured rating.

Moody's last rating action with respect to Forest City was on
July 29, 2009, when the ratings were lowered to B3 from B1 and the
rating outlook was maintained on negative.

Forest City Enterprises, Inc. [NYSE: FCE-A] is a national real
estate company that is principally engaged in the ownership,
development, management and acquisition of commercial and
residential real estate and land throughout the United States.  At
October 31, 2009, its assets totaled $12.8 billion.


FORTUNE VALLEY: Files for Ch. 11 Bankruptcy to Restructure Debt
---------------------------------------------------------------
According to 9news.com, Fortune Valley Hotel and Casino in Central
City filed for Chapter 11 protection to restructure its debt.  The
Company says the filing will not affect the present operations.
The Company hopes to emerge from bankruptcy this summer.  Fortune
Valley Hotel and Casino operates casino.


FRANCISCAN COMMUNITIES: Asks for Court OK to Use Cash Collateral
----------------------------------------------------------------
Franciscan Communities Villa De San Antonio has sought permission
from the U.S. Bankruptcy Court for the Western District of Texas
to use the cash collateral securing their obligation to their
prepetition lenders.

Ronald Hornberger, Esq., at Plunkett & Gibson, Inc., the attorney
for the Debtor, explains that the Debtor needs the money to fund
its Chapter 11 case, pay suppliers and other parties.

In exchange for using the cash collateral, the Debtors propose to
grant the prepetition lenders replacement liens in and to all of
the cash collateral and an allowed super-priority claim.

San Antonio, Texas-based Franciscan Communities Villa De San
Antonio filed for Chapter 11 bankruptcy protection February 26,
2010 (Bankr. W.D. Texas Case No. 10-50712).  Ronald Hornberger,
Esq., at Plunkett & Gibson, Inc., 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.


FREMONT GENERAL: Tax Assets Spark Unusual Plan Fight
----------------------------------------------------
Four groups of stakeholders are vying for the chance to reorganize
Fremont General Corp., setting the stage for a contentious
confirmation showdown this week, Law360 reports.  Tax benefits
worth as much as $200 million have attracted interest from
parties, according to Law360.

Based in Santa Monica, California, Fremont General Corp. (OTC:
FMNTQ) -- http://www.fremontgeneral.com/-- was a financial
services holding company with $8.8 billion in total assets at
September 30, 2007.  Fremont General ceased being a financial
services holding company on July 25, 2008, when its wholly owned
bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's noticing
agent and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.


GENCORP INC: 2010 Shareholders Meeting on March 24
--------------------------------------------------
The 2010 Annual Meeting of Shareholders of GenCorp Inc. will be
held on March 24, 2010, at 9:00 a.m. Eastern time, at the Omni
Berkshire Place, 21 East 52nd Street, in New York.

Items of Business are:

     (1) To elect eight directors to the Company's Board of
         Directors to serve until the 2011 annual meeting of
         shareholders and until their successors have been duly
         elected and qualified;

     (2) To amend the Company's Amended Articles of Incorporation
         to restrict certain transfers of the Company's common
         stock to preserve the value of certain tax assets
         associated with net operating loss carryforwards under
         Section 382 of the Internal Revenue Code;

     (3) To approve certain amendments to the GenCorp 2009 Equity
         and Performance Incentive Plan to increase the number of
         shares authorized and reserved for issuance thereunder by
         1,500,000 shares and increase the maximum individual
         award limits set forth therein;

     (4) To ratify the appointment of PricewaterhouseCoopers LLP
         as the independent registered public accounting firm of
         the Company for the fiscal year ending November 30, 2010;
         and

     (5) To consider and act on such other business as may
         properly be brought before the meeting or any
         adjournments or postponements thereof.

A Notice of Annual Meeting and Proxy Statement were sent to each
holder of record of GenCorp common stock, par value $0.10 per
share, at the close of business (5:00 p.m. Eastern time) on
January 29, 2010.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?587d

                           About GenCorp

GenCorp Inc. manufactures aerospace and defense systems, with a
separate real estate segment.  GenCorp's Aerospace and Defense
segment includes the operations of Aerojet-General Corporation,
which develops and manufactures propulsion systems for defense and
space applications, armament systems for precision tactical weapon
systems and munitions applications.

GenCorp's Real Estate segment includes activities related to the
entitlement, sale, and leasing of excess real estate assets.
GenCorp owns 12,200 acres of land adjacent to U.S. Highway 50
between Rancho Cordova and Folsom, California, east of Sacramento.
GenCorp also owns 580 acres in Chino Hills, California.

As of November 30, 2009, the Company had total assets of
$935.7 million against total liabilities of $1.224 billion,
resulting in stockholders' deficit of $295.1 million.

                           *     *     *

According to the Troubled Company Reporter on Jan. 26, 2010,
Standard & Poor's Ratings Services said it raised its ratings on
GenCorp Inc. by one notch and removed all ratings from
CreditWatch, where S&P had placed them with positive implications
on Dec. 15, 2009.  The corporate credit rating is now 'B-' and the
outlook is stable.  The recovery ratings were not on CreditWatch
and remain unchanged.  The rating actions follow the company's
repayment of $125 million of debt that was tendered to it, with
proceeds from the $200 million in convertible subordinated
debentures it issued in late December 2009.


GENERAL GROWTH: Pershing Square Holds 7.5% of Common Stock
----------------------------------------------------------
Pershing Square Capital Management, L.P.; PS Management GP, LLC;
Pershing Square GP, LLC; and William A. Ackman disclosed that as
of March 9, 2010, they may be deemed to beneficially own an
aggregate of 23,953,782 shares of common stock of General Growth
Properties, Inc., representing roughly 7.5% of the outstanding
Common Shares.

The Pershing entities also said they have additional economic
exposure to roughly 54,907,669 Common Shares under certain cash-
settled total return swaps, bringing their total aggregate
economic exposure to 78,861,451 Common Shares -- roughly 24.9% of
the outstanding Common Shares.

As reported by the Troubled Company Reporter, Pershing and
Fairholme Capital Management, LLC, have proposed to commit an
equity investment in General Growth in a letter dated March 8.
Pershing and Fairholme have proposed to commit, severally but not
jointly, $3.925 billion of new equity capital at a value of $15
per current share.  The proposal includes:

     -- a commitment to purchase $3.8 billion of common stock of
        the reorganized Company, after giving effect to the
        distribution of General Growth Opportunities, at a price
        of $10 per share; and

     -- a commitment to provide the currently unfunded
        $125 million of capital to backstop a $250 million rights
        offering by General Growth Opportunities at a price of
        $5 per share.

Pershing and Fairholme do not seek commitment fees, ticking fees
or other fees, other than reimbursement for out-of-pocket
expenses.  In exchange for its $2.78 billion commitment, Fairholme
will received $15 strike price warrants on GGP.  Pershing will
receive no upfront commitments fees or warrants for its
$1.15 billion commitment unless and until its proposed commitment
is funded.  The deal has no exclusivity, no-shop provisions,
overbid requirements, commitment, break or other similar fees.

Fairholme is the largest unsecured creditor of General Growth,
holding roughly $1.83 billion in face amount of unsecured
indebtedness.

A full-text copy of the letter to GGP is available at no charge
at http://ResearchArchives.com/t/s?587e

                       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: Fairholme Proposes $2.713-Bil. Equity Investment
----------------------------------------------------------------
Fairholme Capital Management, L.L.C. on behalf of The Fairholme
Fund (Ticker: FAIRX) and The Fairholme Focused Income Fund
(Ticker: FOCIX), each a series of Fairholme Funds, Inc., on March
10 announced a proposal pursuant to which the Funds would acquire
approximately 271.3 million shares (or approximately $2.713
billion) of new equity capital of the reorganized General Growth
Properties, Inc. (Ticker: GGP) at $10.00 per share to facilitate
GGP's emergence from bankruptcy.  In addition, under the proposal,
the Funds would provide funding of approximately $67.5 million in
connection with the $250 million rights offering of General Growth
Opportunities, a new subsidiary of GGP, at $5 per share.  The
Funds currently hold approximately $1.83 billion in face amount of
GGP's unsecured indebtedness.

The proposal responded to a request by GGP of its largest
stakeholders concerning their interest in making a commitment to
subscribe for new common stock of GGP upon the effectiveness of
GGP's anticipated plan of reorganization, with the proceeds to be
applied to redeem existing unsecured creditors at par plus accrued
interest and to provide funds to pay for emergence costs and
working capital needs after emergence.  The proposal was designed
to respond to GGP's additional request that the commitment be
consistent with the parallel equity investment proposed by
Brookfield Asset Management Inc. on February 24, 2010.

The proposal involves commitments by the Funds and Pershing
Square, each severally but not jointly, and in accordance with the
terms and conditions described in the term sheet. The proposal is
not binding. Any binding commitment will be reflected only in
mutual agreed definitive documentation.

                      About Fairholme Capital

Fairholme Capital Management, L.L.C. is registered with the SEC as
an investment adviser and, as of March 9, 2010, has approximately
$15 billion of assets under management. Fairholme Capital is the
investment manager of the Fairholme Funds, Inc. and its series The
Fairholme Fund and The Fairholme Focused Income Fund, each of
which is an Investor under the terms attached hereto as Annex A.
Operating and investment decisions for Fairholme Capital and the
Funds are made by Bruce R. Berkowitz, in conjunction with Charles
M. Fernandez. Mr. Berkowitz is the founder and Managing Member of
Fairholme Capital and the President and a Director of Fairholme
Funds, Inc. Mr. Charles M. Fernandez is the President of Fairholme
Capital and a Vice-President and a Director of Fairholme Funds,
Inc.

                    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: Amends Confidentiality Letter With Ackman
---------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
on March 2, 2010, General Growth Properties, Inc., disclosed that
it amended a June 5, 2009 Letter Agreement with William A. Ackman,
on his own behalf and on behalf of Pershing Square Capital
Management, L.P., and related investment funds on February 24,
2010.

GGP Senior Vice President and Chief Financial Officer Edmund Hoyt
relates Mr. Ackman agreed to provide Brookfield Asset Management,
Inc. with a letter agreement it required as a condition to making
Brookfield's $2.625 billion proposed equity commitment announced
on February 24, 2010.  In turn, GGP agreed to amend the June 5
Letter that permits Mr. Ackman and Pershing Square to make public
statements regarding the company, its management, the company's
board of directors or any possible restructuring or alternative
transaction involving the company or any of its direct and
indirect subsidiaries.  Moreover, Mr. Ackman and Pershinq Square
agree to coordinate these public statements in advance with GGP,
Mr. Hoyt adds.

A full-text copy of the Amended Letter Agreement is available for
free at http://ResearchArchives.com/t/s?5725

                    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: Vornado Joins Bidding Race for GGP Assets
---------------------------------------------------------
New York-based commercial real-estate giant Vornado Realty Trust
may bid in whole or in part for General Growth Properties, Inc.'s
assets joining Simon Property Group, Inc. and Brookfield Asset
Management, Inc., The New York Post reports.

Sources familiar with the matter told The Post that one way
Vornado might enter the bidding is by teaming up with Brookfield
Asset and carving out some of the properties that complement
Vornado's retail assets.

                    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 E&Y Tax Consultant Work
------------------------------------------------------
General Growth Properties Inc. and its units seek the Court's
authority to expand the scope of Ernst & Young LLP's employment as
their tax services provider.

The Debtors and E&Y entered into a tax return engagement letters
dated February 1, 2010, General Growth Properties, Inc. Vice
President and Deputy General Counsel Linda J. Wight, discloses.

Under the Engagement Letters, E&Y will perform these services to
the Debtors:

  (a) Statement of Work No. 1 -- 2009 Income Tax Return Review
      -- E&Y will perform review procedures with respect to the
      Debtors' U.S. federal income tax returns for the taxable
      year ended December 31, 2009;

  (b) Statement of Work No. 2 -- Tax Controversy Services --
      E&Y will provide tax advice and controversy services for
      The Howard Hughes Corporation & Subsidiaries, Howard
      Hughes Properties, Inc., and Summerlin Corporation
      concerning the issues in the current examination by the
      Internal Revenue Service for tax years 2007 and 2008;

  (c) Statement of Work No. 3 -- State Forms K-1 -- E&Y will
      prepare the state equivalent forms K-1 for the year ended
      December 31, 2009 for the states listed in Attachment 1 of
      the State Forms K-1 Engagement Letter from information
      developed from the Debtors' records, as well as
      information furnished by the Debtors' personnel;

  (d) Statement of Work No. 4 -- 2009 Partnership Tax Returns --
      E&Y will provide these tax services to the Debtors:

      -- E&Y will prepare the U.S. federal income tax return,
         Form 1065, for Howard Hughes Properties LP and Rouse FS
         LLC for the year ended December 31, 2009;

      -- E&Y will prepare the state and local income tax and
         franchise tax returns for Howard Hughes Properties LP
         and Rouse FS LLC for those jurisdictions listed
         on Attachment 1 to the 2009 Partnership Tax Returns
         Engagement Letter for the year ended December 31, 2009;
         and

      -- E&Y will prepare extension requests, if necessary.

  (e) Statement of Work #5 -- 2009 Partnership Tax Allocations
      -- E&Y will provide tax services in connection with the
      allocation of depreciation expense and non-recourse
      liabilities among the partners of GGP LP and GGPLP LLC for
      the year ended December 31, 2009.

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, Ms. Wight points out.  She adds
that the Services are necessary to enable the Debtors to satisfy
their tax regulatory obligations.

Moreover, E&Y, at the request of the Debtors, also may render
additional support related to the 2009 Income Tax Return Review
Services and to the 2009 Partnership Tax Returns Services, deemed
appropriate and necessary for the Debtors' estates.  The
Incremental 2009 Income Tax Return Review Services include an
analysis of any shift in ownership of the Debtors' stock, the
preparation of statements required by Sections 382 and 383 of the
Internal Revenue Code, and a determination of whether these
Sections limit the amount of taxable income or tax that can be
offset by net operating loss carryforwards, certain recognized
built-in losses, certain excess credits, or net capital loss
carryovers.

The Incremental 2009 Partnership Tax Returns Services include tax
planning and representation before taxing authorities.  Any
Incremental Services requested by the Debtors will be covered
under a separate engagement letter which will be subject to
Bankruptcy Court approval, and any associated fees will be
discussed upon the Debtors' request of the Incremental Services.

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

E&Y intends to charge the Debtors for 2009 Income Tax Return
Review; State Forms K-1, 2009 Partnership Tax Returns, and 2009
Partnership Tax Allocations services according to its
professionals' customary hourly rates:

          Professional                 Rate per Hour
          ------------                 -------------
          National Partner              $660 to $695
          Principal/Partner             $475 to $575
          Executive Director            $435 to $515
          Manager/Senior Manager        $350 to $410
          Senior                        $210 to $325
          Staff                          $95 to $155

E&Y will charge the Debtors for Tax Controversy Services according
to its professionals' customary hourly rates:

          Professional                 Rate per Hour
          ------------                 -------------
          National Partner                $660 to $810
          Principal/Partner               $540 to $770
          Executive Director              $495 to $685
          Manager/Senior Manager          $400 to $615
          Senior                          $240 to $430
          Staff                           $100 to $200

In addition, E&Y estimated a fee ceiling for these
Services:

           Service                       Expected Fee Ceiling
           -------                       --------------------
    2009 Income Tax Return Review               $18,000
    2009 State Forms K-1                        $68,000
    2009 Partnership Tax Returns                $15,000
    2009 Partnership Tax Allocations           $110,000

No estimated fee ceiling was given for the Tax Controversy
Services.

The Debtors will reimburse E&Y for expenses incurred.

Timothy G. Overcash, a partner at E&Y, assures the Court that his
firm is a "disinterested person" as the 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: Modifies Brownfield Partners Fees
-------------------------------------------------
Motors Liquidation Co. and its units eek the Court's authority to
(i) amend the fee cap to provide for Brownfield Partners LLC's
continued environmental consulting services for a total cost of
consultant labor not to exceed $1,100,000, and (ii) implement
revised rates to be charged by Brownfield.

The Revised Rates are:

                           Revised Standard    Original Standard
Staff                       Hourly Rates         Hourly Rates
-----                     ----------------    -----------------
Partner                         $330                 $275
Partner                         $300                 $250
Sr. Associate                   $264                 $220
Associate                       $198                 $165
Staff Associate                 $174                 $145
Administrative/Clerical          $66                  $55

The Court HAS authorized the Debtors to employ Brownfield to
provide the Services, nunc pro tunc to June 1, 2009.  Pursuant to
a first engagement letter, Brownfield agreed to a total consultant
labor cost not to exceed $100,000.  Subsequently, the Court
authorized Brownfield to continue providing the Services for fees
not to exceed $200,000.

Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that Brownfield has become a critical player in the
Debtors' remediation efforts.  Accordingly, on March 5, 2010, the
Debtors executed the Second Letter Agreement that provides for the
Second Amended Fee Cap of $1,100,000, and the Revised Rates.

Mr. Miller contends that the Second Amended Fee Cap will allow
Brownfield to further assist the Debtors in addressing
environmental matters and facilitate the efficient and economic
administration of their estates.  The Revised Rates are necessary
in order to appropriately compensate Brownfield Partners for (i)
its increased level of responsibility in assisting the Debtors to
resolve claims for environmental damages and (ii) the impact of
redirecting a substantial portion of its resources away from its
principal business activities and towards the Debtors'
environmental restructuring effort.

Were the Debtors not to agree to the revised rates, their ability
to continue to utilize the existing project team would be
"compromised," Mr. Miller tells the Court.  Moreover, the Revised
Rates are in line with rates charged by the Debtors' other
environmental consultants, he says.

                        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: Proposes Global Settlement on Equipment Leases
--------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Motors Liquidation Co. and its units ask the Court to
approve and ratify these settlement agreements and compromises:

  (a) a Global Settlement Agreement among General Motors LLC
      or New GM; Motors Liquidation Company; MLCS, LLC, formerly
      known as Saturn, LLC; Saturn County Bond Corporation; HNB
      Investment Corp.; General Foods Credit Corporation;
      General Foods Credit Investors No. 2 Corporation; Philip-
      Morris Capital Corporation; General Electric Capital
      Corporation; U.S. Bank, National Association as owner
      trustee under leveraged lease transactions; The Bank of
      New York Mellon, as indenture trustee, pass-through
      trustee or purchase option agent; Manufacturers and
      Traders Trust Company, as indenture Trustee; and Wells
      Fargo Bank Northwest, National Association, as indenture
      trustee; and

  (b) a GECC Omnibus Agreement among New GM; MLC; MLCS,
      LLC; GECC; General Motors of Canada Limited; General
      Electric Canada Management Services; U.S. Bank; and U.S.
      Bank Trust, National Association

The Debtors also seek the Court's permission to reject certain
personal property equipment leases, or the Designated Leases,
under the GECC Omnibus Agreement.  As part of the GECC Omnibus
Agreement, GECC and GECC Canada, the counterparties to the
Designated Leases, are consenting to the rejection and agreeing to
waive any rejection damage claims they may have against the
Debtors.

Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the Settlements are hinged on a series of fixed
equipment lease transactions, mobile equipment lease transactions
and furniture equipment lease transactions.  The Global Settlement
Agreement and GECC Omnibus Agreement are the result of months of
collaborative negotiations among the Debtors, the Official
Committee of Unsecured Creditors, New GM, and the various
counterparties to the equipment lease transactions subject to the
Settlement Agreements, he says.

Mr. Miller specifies that the Global Settlement Agreement provides
for the allowance of claims against the Debtors related to certain
fixed equipment leveraged lease transactions designated as Subject
Leveraged Lease Transactions, consisting of GM 1991 A-3, GM 2000
A-1, GM 2000 A-3, GM 2001 A-1, GM 2001 A-2, GM 2001 A-3, GM 2001
A-4, GM 2001 A-5, GM 2001 A-6, GM 2001 A-7, and GM 2001 A-8.

The GECC Omnibus Agreement addresses certain issues specific to
GECC with respect to the Subject Leveraged Lease Transactions
designated as GM 2001 A-2, GM 2001 A-4, GM 2001 A-6, and GM 2001
A-8.  The GECC Omnibus Agreement also provides for the rejection
of a single investor fixed equipment lease transaction or SIL
Leases, referred to as the B-1 Lease, the mobile equipment leases,
and the furniture leases, and the assumption of a SIL transaction
called the C-1 Lease, says Mr. Miller.

The Settlement Agreements are expected to result in, among other
things:

  (i) the satisfaction by New GM of administrative and cure
      Claims against the Debtors in connection with both the
      assumptions and the rejections of the SIL Transactions;

(ii) the liquidation of claims against the Debtors in
      connection with the Subject Leveraged Lease Transactions
      being rejected;

(iii) the purchase by New GM of otherwise unmarketable
      equipment leased by the Debtors under the Subject
      Leveraged Lease Transactions being rejected, thereby
      directly mitigating, or in some cases eliminating,
      rejection damage claims against the Debtors;

(iv) the purchase by New GM of the Designated Leases being
      rejected and the waiver of rejection damage claims against
      the Debtors in connection with those Rejections; and

  (v) the Debtors receipt of full releases from the
      counterparties to the Transactions.

           Satisfaction of Claims under the Settlements

Under the Global Settlement Agreement, administrative claims
totaling $995,912, which relate to the Subject Leveraged Lease
Transactions, will be fully and finally satisfied by New GM for
the benefit of the relevant Indenture Trustee.

The Global Settlement Agreement also provides for the allowance of
these prepetition general unsecured tax indemnity claims in favor
of one of these owner participants with respect to Tax Indemnity
Agreements entered into in connection the Subject Leverage Lease
Transactions:

  Claim Amount        Recipient
  ------------        ---------
   $22,400,000        General Foods No. 2,
                      as 2001 A-1 Owner Participant

    $1,600,000        General Foods No. 2,
                      as 2001 A- 7 Owner Participant

The Settlement Agreements also contemplate the allowance of
prepetition general unsecured rejection damages claims arising
from Participation Agreement and other Operative Documents in
favor of these Indenture Trustees:

  Claim Amount        Recipient
  ------------        ---------
   $44,412,510        M&TT, as 2000 A-3 Indenture Trustee
  $141,305,874        Wells Fargo, as 2001 A-1 Indenture Trustee
  $142,197,253        Wells Fargo, as 2001 A-2 Indenture Trustee
   $45,835,565        Wells Fargo, as 2001 A-6 Indenture Trustee
    $6,753,243        Wells Fargo, as 2001 A-7 Indenture Trustee
    $6,789,209        Wells Fargo, as 2001 A-8 Indenture Trustee

                    Modification of Stay

As a condition to the effectiveness of the GECC Omnibus Agreement,
GECC has required that the Debtors consent to a limited
modification of the automatic stay to allow it to provide notices
and an invoice to the Debtors under a tri-party agreement among
MCL; GECC, as assignee of Newman Financial Services, Inc.; and
Shreveport Red River Utilities, LLC, which provides utility
services to the Debtors' plant in Shreveport, Louisiana.  The Tri-
Party Agreement relates to financing GECC provides to Red River.

The Stay Modification would allow GECC solely to meet certain
conditions in asserting claims against New GM and Red River.

Mr. Miller maintains that the Settlement Agreements will result in
a reduction of both administrative and general unsecured claims
against the Debtors' estates, while at the same time alleviating
the financial burden, time and uncertainty associated with
litigation of the issues resolved under the Settlement Agreements.

                        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: Sues MCM to Disallow Secured Claim
--------------------------------------------------
Motors Liquidation Company filed an adversary complaint against
MCM Management Corp. asking the U.S. Bankruptcy Court for the
Southern District of New York to:

  (i) disallow MCM's Claim No. 371 in the secured amount of
      $22,476,106, and

(ii) allow that Claim only in an unsecured amount, if any.

Furthermore, MLC asked the Court to be awarded money judgment for
damages, attorney's fees and other costs in connection with MCM's
breach of contract.

Deborah Kovsky-Apap, Esq., at Pepper Hamilton LLP, in Detroit,
Michigan, related that prior to the Petition Date, MLC awarded
several demolition contracts through competitive bid to MCM.  The
Demolition Contracts involved the demolition of several former
General Motors manufacturing sites, known as Muncie Manual
Transmission, Pontiac Validation Center, Lansing Plants 1 and 6,
Lansing Plants 2 and 3 and Building 70, and Grand Blanc.

Each of the Demolition Contracts consists of a "Demolition
Package" describing the scope of the work to be performed, the
Construction General Conditions, and a purchase order
incorporating by reference the Demolition Package and Terms &
Conditions.  In addition to the Demolition Contracts, MLC and MCM
entered into agreements whereby MCM would pay to purchase from MLC
the buildings, but not the underlying land, at the Demolition
Sites.

Each of the Building Contracts required MCM to dispose of all
machinery, fixtures, attachments and structures located within the
designated area in accordance with the Demolition Contracts, Ms.
Kovsky-Apap said.  The intent of the Demolition Contracts and
Building Contracts, taken together, was that MCM would be paid for
its demolition work through the proceeds of the material harvested
from the Buildings.  Specifically, MCM was to make an upfront
payment to MLC, after which it was free to dismantle and demolish
the Buildings.  MCM would recoup its upfront payment and realize
profit on the projects through stripping out and selling steel and
other valuable scrap materials from the Demolition Sites.

With respect to all of the Demolition Sites other than Muncie
Manual Transmission, MCM was also obligated to share with MLC any
scrap material revenue above a certain threshold point.
With respect to the Grand Blanc site, the applicable Demolition
Contract required MCM to share with MLC the revenue from the sale
of certain stamping dies.

According to MLC, MCM has failed to make payment in full for the
Buildings.  Specifically, MCM has failed to pay and owes MLC
$3,500,000 for Lansing Plants 2 and 3 and $3,597,000 for Grand
Blanc.  MCM has also failed to share any scrap material or
stamping die revenue with MLC.  Upon information and belief, MCM
owes MLC a substantial amount of shared revenue under the
Demolition Contracts.  MCM has refused to make payment in full for
the Buildings or to share scrap or stamping die revenue with MLC.
Upon information and belief, MCM claims that it is owed money by
MLC for additional work performed outside the scope of the
Demolition Contracts and for delay damages, including lost
profits.

MLC did not cause undue delays of work under any of the Demolition
Contracts, Ms. Kovsky-Apap stressed.  Furthermore, the Terms &
Conditions expressly limits damages for any delay caused by MLC to
"the direct, unavoidable net expenses incurred by [MCM] which
will, in all cases, exclude lost profits and consequential
damages."

On May 28, 2009, MCM recorded construction or mechanic's liens on
the underlying real estate at the Demolition Sites.  MCM alleged
in its Lien claims that MLC owed it a total of $22,476,106.
Additionally, MCM recorded its purported interest in the
Buildings.  On June 26, 2009, MCM filed a proof of claim in MLC's
Chapter 11 case asserting that it has a secured claim in the
amount of $22,476,106.  MCM has no valid basis for this Claim, Ms.
Kovsky-Apap pointed out.

MLC believes that some or all of the additional scope of work
included in MCM's Claim has either been paid already, or was not
approved by MLC pursuant to the Demolition Contracts and is
therefore not entitled to payment, Ms. Kovsky-Apap asserted.
During the period leading up to the filing of this complaint, MCM
had effectively stopped working on the Demolition Sites.

Ms. Kovsky-Apap stated further that the Terms & Conditions of the
Demolition Contract provides that, if a contractor fails to
complete the work or to perform any other obligation under a
contract, MLC has the right to rectify the situation to its
satisfaction, including completion of the work through separate
contracts with other parties, and the breaching contractor will be
responsible for paying MLC's costs in doing so.

Moreover, pursuant to the Terms & Conditions, MCM is responsible
to pay the cost of all permits required, except the general
building permit, in order to complete the work under the
Demolition Contracts, Ms. Kovsky-Apap averred.  MCM incurred a
total bill of $218,561 in principal under the Discharge Permit,
under which MCM obtained a water discharge permit to discharge
accumulated ground water at the Grand Blanc Demolition Site.  The
amount does not include interest, fees or penalties.  According to
Ms. Kovsky-Apap, MCM defaulted on payment of this debt.  As a
result, Genesee County has recorded a lien against MLC's real
property at Grand Blanc.

                        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: Whitacre Expects to Pay Back Govt. Loans by June
----------------------------------------------------------------
Katie Merx at Bloomberg News reports that General Motors Company
said it plans to pay back government loans before June.  Chief
Executive Officer Ed Whitacre reiterated March 10 that GM aims to
repay about $5.7 billion in remaining U.S. debt before June.

Meanwhile, Bloomberg News reports that General Motors, which is
winding down its Hummer brand after a deal to sell the unit
failed, is resuming production of its Hummer H3 and H3T models to
fill a fleet order.  GM will resume production at its Shreveport,
Louisiana, plant from April 12 to May 13 to fill a commercial
order for 849 of the sport-utility vehicles, Nick Richards, a GM
spokesman, said in an interview with Bloomberg.

                        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)


HARRAH'S ENTERTAINMENT: Reports $846.4 Mil. Net Income for 2009
---------------------------------------------------------------
Harrah's Entertainment, Inc., on March 9, 2010, filed with the
Securities and Exchange Commission its annual report on Form 10-K
for the year ended December 31, 2010.  Harrah's reported a net
income of $846.4 million for 2009 on net revenues of
$8.907 billion.

At December 31, 2009, the Company had $28.979 billion in total
assets against $27.203 billion of total liabilities and
$2.642 billion of Preferred stock.  Harrah's Entertainment
Stockholders' deficit was $922.9 million at December 31, 2009.
The December 31 balance sheet showed strained liquidity: the
Company had $1.598 billion in total current assets against
$1.605 billion of total current liabilities.

A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?587f

On February 19, 2010, Harrah's completed the acquisition of the
Planet Hollywood Resort and Casino located in Las Vegas, Nevada.
Planet Hollywood is adjacent to Paris Las Vegas and gives Harrah's
seven contiguous resorts on the east side of the Las Vegas Strip.

On March 5, 2010, Harrah's received the consent of its lenders
under its CMBS financing to amend the terms of the CMBS financing
to, among other things, (i) provide Harrah's subsidiaries that are
borrowers under the CMBS mortgage loan and/or related mezzanine
loans the right to extend the maturity of the CMBS Loans, subject
to certain conditions, by up to 2 years until February 2015, (ii)
amend certain terms of the CMBS Loans with respect to reserve
requirements, collateral rights, property release prices and the
payment of management fees, (iii) provide for ongoing mandatory
offers to repurchase CMBS Loans using excess cash flow from the
CMBS entities at discounted prices, (iv) provide for the
amortization of the mortgage loan in certain minimum amounts upon
the occurrence of certain conditions and (v) provide for certain
limitations with respect to the amount of excess cash flow from
the CMBS entities that may be distributed to Harrah's.  Any CMBS
Loan purchased pursuant to the amendments will be cancelled.  The
amendment to the terms of the CMBS Loans will become effective
upon execution of definitive documentation.

In addition, Harrah's has agreed to purchase $124 million of face
value of CMBS Loans for $37 million, subject to the execution of
definitive documentation for the amendments.  In the fourth
quarter of 2009, Harrah's purchased $950 million of face value of
CMBS Loans for $237 million.  Pursuant to the terms of the
amendments, the borrowers have agreed to pay lenders selling CMBS
Loans an additional $48 million for loans previously sold, subject
to the execution of definitive documentation for the amendments.

On February 23, 2010, the Human Resources Committee of the Board
of Directors of the Company adopted an amendment to the Harrah's
Entertainment, Inc. Management Equity Incentive Plan.  The
amendment provides for an increase in the available number shares
of the Company's non-voting common stock for which options may be
granted to 4,566,919 shares.

The amendment also revised the vesting hurdles for performance-
based options under the Plan.  The performance options vest if the
return on investment in the Company of TPG Capital, L.P., Apollo
Global Management, L.L.C. and their respective affiliates -- the
"Majority Stockholders -- achieve a specified return.  Previously,
50% of the options vested upon a 2x return and 50% vested upon a
3x return.  The triggers have been revised to 1.5x and 2.5x,
respectively.  In addition, a pro-rata portion of the 2.5x options
will vest if the Majority Stockholders achieve a return on their
investment that is greater than 2.0x, but less than 2.5x.  The pro
rata portion will increase on a straight line basis from 0 to a
participant's total number of 2.5x options depending upon the
level of returns that the Majority Stockholders realize between
2.0x and 2.5x.

                   About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- through its wholly owned subsidiary,
Harrah's Operating Company, Inc., operates nearly 40 casinos
across the United States, primarily under the Harrah's(R),
Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the
London Clubs International family of casinos and the World Series
of Poker(R).  Private equity firms Apollo Global Management and
TPG Capital LP acquired Harrah's in January for $31 billion.

As of June 30, 2009, the Company had $30.7 billion in total assets
and total current liabilities of $1.71 billion, long-term debt of
$19.3 billion, deferred credits and other of $718.2 million,
deferred income taxes of $5.74 billion, and preferred stock of
$2.46 billion.

Harrah's Entertainment carries a 'Caa3' Corporate Family rating,
and a 'Caa3' Probability of default rating from Moody's.  The
ratings "reflect very high leverage and a negative outlook for
gaming demand over the next year," Moody's said in September 2009.


HEXION SPECIALTY: Posts $92 Million Net Income for 2009
-------------------------------------------------------
Hexion Specialty Chemicals, Inc., on Tuesday reported its results
for the fourth quarter and year ended December 31, 2009.  Results
for the fourth quarter of 2009 include:

     -- Revenues of $1.09 billion in the fourth quarter of 2009
        compared to $1.18 billion during the prior year period as
        the sales decline reflected the contractual pass through
        of lower raw material prices, which more than offset year
        -over-year volume gains and pricing actions.

     -- Operating income of $36 million for the fourth quarter of
        2009 compared to an operating loss of $876 million for the
        prior year period. Fourth quarter 2009 operating income
        improved compared to the prior year due to lower asset
        impairment and business realignment costs. Fourth quarter
        2008 results included $800 million in terminated merger
        expenses.

     -- Net loss attributable to Hexion Specialty Chemicals, Inc.
        of $6 million for the 2009 quarter versus $921 million in
        the prior year period. The fourth quarter 2009 loss
        reflected the same factors impacting operating results and
        lower interest expense.

      -- Segment EBITDA (earnings before interest, taxes,
        depreciation and amortization) totaled $106 million in the
        fourth quarter of 2009 compared to $46 million during the
        prior year period.

Fiscal year 2009 results include:

     -- Revenues of $4.0 billion versus $6.1 billion in 2008, with
        lower volumes accounting for $1.1 billion of the decline,
        the contractual pass through of lower raw material costs
        reducing sales by $791 million and unfavorable foreign
        currency translation of $167 million.

     -- Operating income of $94 million versus an operating loss
        of $893 million in 2008. Full-year 2009 results primarily
        reflected a reduction in terminated merger and settlement
        expense as Hexion recorded $1.027 billion in terminated
        merger and settlement costs in 2008.  Hexion's operating
        income also reflected the improvement in its gross profit
        as a percentage of net sales, which increased to 13% in
        2009 compared to 10% in the prior year period.  Operating
        income also benefited from a $48 million reduction in
        selling, general and administrative expenses in 2009
        versus 2008.

     -- The Company posted net income attributable to Hexion
        Specialty Chemicals, Inc. of $92 million in 2009 compared
        to a net loss of $1.190 billion in 2008, which reflected a
        $224 million gain on the extinguishment of $298 million in
        face value of outstanding debt securities and $81 million
        in decreased interest costs.

     -- Hexion recorded 2009 Segment EBITDA of $385 million versus
        $461 million in 2008. Adjusted EBITDA was $529 million for
        the year ended December 31, 2009.

"We continued to close the revenue gap versus the prior year as
our volumes increased by 5 percent in the fourth quarter of 2009
compared to the fourth quarter of 2008," said Craig O. Morrison,
Chairman, President and CEO. "Although certain end markets remain
challenged, our Segment EBITDA has been recovering due to
gradually improving volumes and the cumulative impact of our cost
reduction and productivity initiatives."

At December 31, 2009, Hexion had $2.973 billion in total assets
against $5.022 billion of total liabilities.  Hexion shareholder's
deficit was $2.063 billion at December 31, 2009.  The Company also
said at December 31, 2009, Hexion had $3.510 billion of debt.  In
addition, at December 31, 2009, Hexion had $367 million in
liquidity including $135 million of unrestricted cash and cash
equivalents, $183 million of borrowings available under its senior
secured revolving credit facilities, and $49 million of borrowings
available under additional credit facilities at certain domestic
and international subsidiaries and an equity commitment from
certain affiliates of Apollo Management, L.P.

Hexion entered into an amendment to its Senior Secured Credit
Facilities during the first quarter of 2010.  Under the amendment,
Hexion extended the maturity of $957 million of term loans from
May 5, 2013 to May 5, 2015, and increased the interest rate with
respect to such term loans from LIBOR plus 2.25% to LIBOR plus
3.75%.  The Company also issued $1 billion aggregate principal
amount of senior secured notes due 2018. The Company used the net
proceeds of $993 million from the issue to repay $800 million of
Hexion's U.S. term loans under the Senior Secured Credit Facility,
pay certain related transaction costs and expenses, and provide
incremental liquidity of $162 million. Following the refinancing,
Hexion's pro forma liquidity at December 31, 2009, totaled
$529 million.

In addition, in late December 2009 and early January 2010 Hexion
renewed its revolving line of credit facility commitments from
lenders, which will take effect upon the May 31, 2011 maturity of
the existing revolving facility commitments. The new commitments,
which total $200 million, will extend the availability of the
revolver to 2013.  The new revolving loans, which cannot be drawn
until the existing revolving credit facility matures, will bear
interest at a rate of LIBOR plus 4.50%.

At December 31, 2009, the Company was in compliance with the
senior secured bank leverage ratio under the covenants for its
senior secured bank facility.  Hexion expects to have adequate
liquidity to fund its ongoing operations for the foreseeable
future from cash on its balance sheet, cash flows provided by
operating activities, amounts available for borrowings under its
credit facilities and amounts available from its parent.

                              Outlook

"We were pleased with our ability to generate cash flow from
operations in 2009, which totaled $355 million, as well as our
ability to reduce working capital by $303 million in the past
year, with working capital as a percentage of sales of
9.3 percent," Mr. Morrison said.  "We will continue to focus
aggressively on cash management going forward.  We also improved
our capital structure in 2009 through careful cash management, the
repurchase of a portion of our debt securities and our recent
refinancing, which provided incremental liquidity and extended a
significant amount of our maturities."

"Regarding customer demand, a high level of uncertainty remains in
2010, but we are guardedly optimistic that the signs of
stabilization in several end markets will continue to drive a
gradual improvement in our volumes. Regardless of market
conditions, we are focused on creating value from the continued
achievement of our productivity initiatives and growth from our
specialty product applications.  We also continue to strategically
expand our operations in high growth international markets, such
as the construction of a new plant at our Onsan, Korea site, which
will support our Versatic Acids and Derivatives products."

"Similar to 2009, we plan to focus on the items we can control in
the coming year, including our cost-control initiatives, site
restructurings, and serving our customers.  We believe that as the
economy recovers, Hexion is well positioned to benefit from its
lower cost structure and global customer base."

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?5880

A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?5881

                About Hexion Specialty Chemicals

Based in Columbus, Ohio, Hexion Specialty Chemicals --
http://www.hexion.com/-- serves the global wood and industrial
markets through a broad range of thermoset technologies, specialty
products and technical support for customers in a diverse range of
applications and industries.  Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management, L.P.

                           *    *    *

Moody's Investors Service changed the outlook on Hexion Specialty
Chemicals, Inc. (B3 Corporate Family Rating) to stable from
negative due to the successful refinancing and extension of its
term loan debt with $1 billion of 8.875% 1.5 lien notes due 2018.
Proceeds were used to repay roughly $800 million in first lien
term loan debt.  In addition, Hexion received approval from its
first lien debt holders to extend roughly $900 million of the
remaining term loan for two years.


HOTEL METROPOLIS: Files for Chapter 11 in San Francisco
-------------------------------------------------------
Hotel Metropolis II LLC, the owner of Metropolis Hotel in San
Francisco, filed a bankruptcy petition on March 10 (Bankr. N.D.
Calif. Case No. 10-30802).  Hotel Metropolis II listed $1 million
to $10 million in assets and $10 million to $50 million in debt in
its petition.

Three San Francisco-based hotel operators have filed for
bankruptcy this week.  On March 9, Majestic LLC, owner of Hotel
Majestic, filed a Chapter 11 petition (Bankr. N.D. Calif. Case No.
10-30787).  Personality Hotels III LLC, the owner of Hotel Frank
and Vertigo Hotel in San Francisco, filed for Chapter 11 on March
10 (Bankr. N.D. Calif. Case No. 10-30804).  Both Personality
Hotels and Hotel Metropolis II are represented by Edward C.
Singer, Esq., at Lemi Group Legal Department.


HUDSON'S FURNITURE: Asks for Court Okay to Use Cash Collateral
--------------------------------------------------------------
Hudson's Furniture Showroom, Inc., has sought authorization from
the U.S. Bankruptcy Court for the Middle District of Florida to
use cash collateral.

The cash collateral may be subject to a lien in favor of Furniture
Brands International, Inc.  The Debtor estimates that it owes FBI
$1,750,000 as of the Petition Date.

Justin M. Luna, Esq., at Latham, Shuker, Eden & Beaudine, 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
Debtor anticipates that it will require the use of $2,680,000 to
continue and maintain operations for the next four weeks, and,
depending on the month, a greater or lesser amount will be
required each comparable period thereafter.  The Debtor will use
the collateral pursuant to a budget, a copy of which is available
for free at http://bankrupt.com/misc/HUDSONS_FURNITURE_budget.pdf

In exchange for using cash collateral, the Debtor proposes to
grant FBI a replacement lien to the same validity, extent, and
priority as its prepetition lien.

                     About Hudson's Furniture

Sanford, Florida-based Hudson's Furniture Showroom, Inc., owns and
operates several retail furniture stores in Florida, including
stores in the cities of Sarasota, Lakeland, Pinellas Park, Tampa,
Brandon, Melbourne, Ormond Beach, Altamonte Springs, Ocoee,
Orlando and Clearwater, Florida.

The Company filed for Chapter 11 bankruptcy protection on March 3,
2010 (Bankr. M.D. Fla. Case No. 10-03322).  Justin M. Luna, Esq.;
Mariane L. Dorris, Esq.; and Victoria I. Minks, Esq., at Latham
Shuker Eden & Beaudine LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and
liabilities at $10,000,001 to $50,000,000.

The Company's affiliates -- A&J Rentals, LLC; Hud Twenty-Five
Ocoee, LLC; Hud Twenty-Three Tampa, LLC; and Hud-Five, LLC --
filed separate Chapter 11 petitions on October 13, 2009.


HUDSON'S FURNITURE: Section 341(a) Meeting Scheduled for March 29
-----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Hudson's Furniture Showroom, Inc.'s Chapter 11 case on
March 29, 2010, at 10:00 a.m.  The meeting will be held at 6th
Floor Suite 600, 135 West Central Boulevard, Orlando, FL 32801.

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.

Sanford, Florida-based Hudson's Furniture Showroom, Inc., filed
for Chapter 11 bankruptcy protection on March 3, 2010 (Bankr. M.D.
Fla. Case No. 10-03322).  Justin M. Luna, Esq.; Mariane L. Dorris,
Esq.; and Victoria I. Minks, Esq., at Latham Shuker Eden &
Beaudine LLP, assist the Company in its restructuring effort.  The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.


I & C PROPERTY: Can Hire Brown Van Horn as Bankruptcy Counsel
-------------------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida authorized I & C Property Management,
Inc. to employ the David Marshall Brown, Esq. and the law firm of
Brown, Van Horn & Associates, P.A. on a general retainer.

Brown Van Horn is expected to represent the Debtor in the
Chapter 11 proceedings.

To the best of the Debtor's knowledge, Brown Van Horn is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Brown, Van Horn & Associates, P.A.
     33 NE 2, St No. 208
     Ft. Lauderdale, FL 33301
     Tel: (954) 765-3166

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).  The Company listed $10,000,001 to
$50,000,000 in assets and $100,001 to $500,000 in liabilities.


INTELSAT LTD: Reports $97 Million Net Loss for Fourth Quarter
-------------------------------------------------------------
Intelsat S.A. reported results for the three months and year ended
Dec. 31, 2009.

Intelsat S.A. reported revenue of $620.8 million and a net loss of
$97.0 million for the three months ended Dec. 31, 2009.  The
company also reported Intelsat S.A. EBITDAii, or earnings before
net interest, gain on early extinguishment of debt, taxes and
depreciation and amortization, of $454.0 million, and Intelsat
Luxembourg Adjusted EBITDAii of $488.9 million, or 79% of revenue,
for the three months ended Dec. 31, 2009.

Intelsat S.A. reported revenue of $2.5 billion and a net loss of
$781.7 million for the year ended Dec. 31, 2009.  The net loss
includes non-cash charges of $499.1 million incurred in the first
quarter of 2009 for orbital location impairments.  The company
also reported Intelsat S.A. EBITDA of $1.4 billion and Intelsat
Luxembourg Adjusted EBITDA of $2.0 billion, or 79 percent of
revenue, for the year ended Dec. 31, 2009.

As of December 31, 2009, Intelsat S.A. had total assets of
$17,342,935,000 against total current liabilities of $814,643,000;
long-term debt, net of current portion of $15,223,010,000;
deferred satellite performance incentives, net of current portion
of $128,774,000; deferred revenue, net of current portion of
$254,636,000; deferred income taxes of $548,719,000; accrued
retirement benefits of $239,873,000; other long-term liabilities
of $335,159,000; and noncontrolling interest of $8,884,000;
resulting in shareholder's deficit of $210,763,000.

"2009 was a record revenue year for Intelsat, reflecting the
continued strength of the fixed satellite services sector.  Our
growth was fueled by the diverse capabilities of our global
network, which provides critical infrastructure for network
services, media and government customers," said Intelsat CEO,
David McGlade.  "In 2009 we signed a number of significant
customer agreements that reflect our strategic goals of expanding
direct-to-home neighborhoods for regional service providers, being
the commercial satellite services supplier of choice for military
operations and providing bandwidth for telecom and data service
providers. These agreements increased our revenue backlog from
$8.8 billion at year end 2008 to $9.4 billion at year end 2009."

A full-text copy of Intelsat's earnings release is available at no
charge at http://ResearchArchives.com/t/s?5874

A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?5882

                       About Intelsat, Ltd.

Headquartered in Pembroke, Bermuda, Intelsat, Ltd., formerly
PanAmSat Corp., -- http://www.intelsat.com/-- is the largest
fixed satellite service operator in the world and is owned by
Apollo Management, Apax Partners, Madison Dearborn, and Permira.
The company has a sales office in Brazil.

Intelsat Ltd.'s balance sheet showed total assets of
US$12.05 billion, total debts of US$12.77 billion and
stockholders' deficit of US$722.3 million as of March 31, 2008.


INTERGROUP CORPORATION: Receives NASDAQ Notice of Non-Compliance
----------------------------------------------------------------
The InterGroup Corporation on March 4, received notice from the
NASDAQ Listing Qualifications Staff indicating that the Company's
common stock would be subject to delisting from The NASDAQ Capital
Market due to the Company's continued non-compliance with the
minimum $2.5 million stockholders' equity requirement, as set
forth in Listing Rule 5550(b), unless the Company requests a
hearing before a NASDAQ Listings Qualification Panel.  The Company
intends to timely request a hearing before the Panel and,
accordingly, the Company's common stock will remain listed on The
NASDAQ Capital Market pending a final determination by the Panel
following the hearing.

In connection with the hearing, the Company intends to submit a
plan outlining its strategy for regaining compliance with the
Rule. Under NASDAQ's Listing Rules, the Panel may, in its
discretion, determine to continue the Company's listing pursuant
to an exception to the Rule for a maximum of 180 calendar days
from the date of the Staff Determination, or through August 31,
2010, in order to permit the Company adequate time to effectuate
its plan and regain compliance with the Rule. However, there can
be no assurance that the Panel will grant the Company additional
time or that the Company's efforts to maintain the listing of its
common stock on NASDAQ will be successful.


INTERSTATE HOTELS: Nearing Settlement on Plan Merger Litigation
---------------------------------------------------------------
Interstate Hotels & Resorts Inc. entered into a memorandum of
understanding with respect to a settlement of the litigation
relating to the agreement and plan merger dated Dec. 18, 2009,
with Hotel Acquisition Company LLC, HAC Merger Sub Inc., HAC
Merger Partnership LP, Interstate Operating Company LP.

The members of Company's board of directors, HAC, Merger Sub and
Merger Partnership have been named as defendants in the lawsuit
docketed as Khanna v. Hewitt, Docket No. CL09-1583.

Under the memorandum of understanding, the parties will execute a
stipulation of settlement, which will be subject to court
approval.  There can be no assurance that the settlement will be
finalized or that the court will approve the settlement.  The
settlement terms, which require court approval, provide that the
Litigation will be dismissed with prejudice against all
defendants.

The Company and the other named defendants deny any liability with
respect to the facts and claims alleged in the Litigation.
Defendants further deny that any supplemental disclosure was
required under any applicable statute, rule, regulation or law.

Without agreeing that any of the claims in the Litigation have any
merit, the Company has agreed, pursuant to the settlement terms,
to make the following disclosures which supplement the information
provided in the Company's definitive proxy statement, dated Feb.
5, 2010.  The settlement will not affect the amount of the merger
consideration to be paid to the Company's stockholders in the
merger.

Arlington, Virginia-based Interstate Hotels & Resorts, Inc. (NYSE:
IHR) and its affiliates -- http://www.ihrco.com/-- manages or has
ownership interests in a total of 232 hospitality properties with
more than 46,000 rooms in 37 states, the District of Columbia,
Russia, India, Mexico, Belgium, Canada, Ireland and England.  The
company has ownership interests in 56 of those properties,
including six wholly owned assets.  Interstate Hotels & Resorts
also has contracts to manage 13 to be built hospitality properties
with approximately 3,000 rooms which includes the company's entry
into new markets such as Costa Rica.

At September 30, 2009, the Company's consolidated balance sheets
showed $456.2 million in total assets, $311.8 million in total
liabilities, and $144.4 million in shareholders' equity.  The
Company reported current assets of $64 million and current
liabilities of $85.4 million at September 30, 2009, resulting in a
$21.4 million working capital deficit.

                       Going Concern Doubt

The Company states that the report from its independent registered
public accounting firm, KPMG LLP, included in the Company's Form
10-K for the year ended December 31, 2008, included an explanatory
paragraph expressing substantial doubt about the Company's
ability to continue as a going concern due to potential credit
facility covenant violations.

In July 2009, the Company successfully amended the terms of the
its Credit Facility which, among other things, eliminated the NYSE
listing requirement, eliminated the total leverage ratio debt
covenant and extended the maturity of its debt from March 2010 to
March 2012.

                           *     *     *

Interstate Hotels carries Moody's "Caa1" corporate family rating.


INTERSTATE HOTELS: Merger with Thayer, Jin Jiang Venture Approved
-----------------------------------------------------------------
Interstate Hotels & Resorts on March 10 said its stockholders
approved, at a special meeting, the merger agreement by which
Interstate will be acquired by Hotel Acquisition Company, LLC.

HAC is a 50/50 joint venture between subsidiaries of Thayer Hotel
Investors V-A LP, a private equity fund sponsored by Thayer
Lodging Group, and Shanghai Jin Jiang International Hotels (Group)
Company Limited.  Thayer Lodging, founded in 1991, is a private
equity sponsor that invests exclusively in the lodging sector.
Jin Jiang Hotels is the world's 13th largest hotel company in
terms of number of rooms according to Hotels Magazine.

On December 18, 2009, under the terms of the merger agreement, the
outstanding shares of Interstate common stock will be acquired by
HAC for $2.25 per share in cash.

Interstate expects to close the merger no later than March 18,
2010, subject to the satisfaction of various closing conditions of
the parties pursuant to the terms of the merger agreement.

In connection with the merger, a request was submitted on behalf
of Interstate to the New York Stock Exchange for withdrawal of the
listing of its common stock.  Interstate's proposed delisting is
contingent, among other conditions, on the closing of the merger.
To effect the delisting, the New York Stock Exchange will file a
Form 25 with the Securities and Exchange Commission.

                      About Interstate Hotels

Arlington, Virginia-based Interstate Hotels & Resorts, Inc. (NYSE:
IHR) and its affiliates -- http://www.ihrco.com/-- manages or has
ownership interests in a total of 232 hospitality properties with
more than 46,000 rooms in 37 states, the District of Columbia,
Russia, India, Mexico, Belgium, Canada, Ireland and England.  The
company has ownership interests in 56 of those properties,
including six wholly owned assets.  Interstate Hotels & Resorts
also has contracts to manage 13 to be built hospitality properties
with approximately 3,000 rooms which includes the company's entry
into new markets such as Costa Rica.

At September 30, 2009, the Company's consolidated balance sheets
showed $456.2 million in total assets, $311.8 million in total
liabilities, and $144.4 million in shareholders' equity.  The
Company reported current assets of $64 million and current
liabilities of $85.4 million at September 30, 2009, resulting in a
$21.4 million working capital deficit.

                       Going Concern Doubt

The Company states that the report from its independent registered
public accounting firm, KPMG LLP, included in the Company's Form
10-K for the year ended December 31, 2008, included an explanatory
paragraph expressing substantial doubt about the Company's
ability to continue as a going concern due to potential credit
facility covenant violations.

In July 2009, the Company successfully amended the terms of the
its Credit Facility which, among other things, eliminated the NYSE
listing requirement, eliminated the total leverage ratio debt
covenant and extended the maturity of its debt from March 2010 to
March 2012.

                           *     *     *

Interstate Hotels carries Moody's "Caa1" corporate family rating.


JOSE JORGE: Has Access to Northwest Farm Cash Until March 31
------------------------------------------------------------
The Hon. W. Richard Lee of the U.S. Bankruptcy Court for the
Eastern District of California, in a fourth interim order,
authorized Jose Jorge and Fatima Jorge to use the cash collateral
of Northwest Farm Credit Services until March 31, 2010.

A continued interim hearing on the Debtors' cash collateral use
will be held on March 24, 2010, at 9:00 a.m. in this Court.
Any objections may be presented at the continued hearing.

The Debtors would use the money to fund their Chapter 11 case, pay
suppliers and other parties.

The Court also ordered that the California and Idaho creamery
checks will continue to be payable to Northwest Farm.  Northwest
Farm holds a perfected security interest on the Debtors' personal
property and the second deed of trust on the real property.

The Court added that any funds not expended pursuant to the
interim order will remain in the accounts subject to further order
of the Court.  The remaining proceeds from the March 1 to 15, milk
proceeds checks, after payment, will constitute adequate
protection to Northwest Farm.  The Debtors will deposit
all cash collateral received from Northwest Farm into the
accounts.

As adequate protection for any diminution in value of Northwest
Farm's collateral, the Debtors will grant Northwest Farm a
replacement lien on like collateral to the extent and in the same
priority as existed on the cash collateral.

                         About Jose Jorge

Gustine, California-based Jose Jorge -- dba Jose M. Jorge Dairy,
dba Jorge Family Dairy -- operate two dairies as sole proprietor,
one in California and one in Idaho.  Jose Jorge filed for Chapter
11 bankruptcy protection on December 10, 2009 (Bankr. E.D. Calif.
Case No. 09-62001).  Hilton A. Ryder, Esq., who has an office in
Fresno, California, 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.


LEHMAN BROTHERS: Europe Arm Sues Bankhaus for Return of $1 Bil.
---------------------------------------------------------------
PricewaterhouseCoopers, administrators for Lehman Brothers
International Europe, sued German affiliate, Lehman Brothers
Bankhaus, for the return of $1 billion in client money it held
when the investment bank collapsed, Bloomberg News reported on
February 16.

The first hearing on the matter, according to PwC, was scheduled
for July 6 in Frankfurt.

LBIE's claim against Lehman Brothers Bankhaus may affect how much
claimants, whose money was supposed to be held in ring-fenced
accounts by LBIE, will get back, according to a judgment in
London in December 2009, Bloomberg related.  PwC "have been
unable even to hazard a guess" as to what portion of the
$1 billion LBIE had deposited with Bankhaus will be returned,
Justice Michael Briggs said in the judgment, which dictated how
client money held by LBIE should be returned, as quoted by
Bloomberg.

                      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: M. Mazzatta Sues to Recover Collateral
-------------------------------------------------------
Mark Mazzatta and Michele McHugh-Mazzatta filed an adversary
complaint against Lehman Brothers OTC Derivatives, Inc., Lehman
Brothers Inc., Lehman Brothers Holdings, Inc., and JPMorgan Chase
Bank, N.A., seeking declaratory judgment, injunctive relief,
damages and imposition of a constructive trust based on the
parties' rights and obligations under a Master Agreement dated
October 12, 2007, between LOTC and the Mazzatas and the annex
documents to the master agreement.

Pursuant to the Master Agreement and related document, the
Mazzattas delivered AAA rated Municipal Bonds with a market value
of more than $607,000 and more than $900,000 in cash to LBI as
agent for LOTC.  As of August 31, 2008, the Collateral was valued
at $1,689,021 based on account statements, composed of Bonds
having a value of $719,164 and $969,856 in cash.  The Bonds are
in a segregated account in the Mazzattas' name at LBI, and the
Cash is in a segregated account at JPMorgan, A/C # 066626277.

On September 15, 2008, an Event of Default occurred under the
terms of the Master Agreement.  Subsequently, the Mazzattas
delivered a Notice of Default to LOTC.  As a result, LBI, LOTC,
and LBHI are obligated to comply with the terms of the Master
Agreement and applicable law, and immediately return the
Collateral to the Mazzattas.  However, despite repeated requests,
LBI, LOTC and LBHI have failed to deliver the Collateral to the
Mazzattas.

                      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: Over $1 Bil. in Claims Change Hands in 17 Days
---------------------------------------------------------------
The Office of the Clerk of the Bankruptcy Court received more
than 100 notices of transfer of claims, aggregating more than
$1 billion, in the Debtors' Chapter 11 cases from February 16 to
March 5, 2010:

* Ahorro Corporacion Financiera S.V. S.A.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Dinero Activo I Fondo de Inversion       60359       $712,345
Vital Dinero Fondo de Inversion          60360     $4,278,635
Fonalava Fondo de Inversion              60361    $10,689,745
EPSV Araba Eta Gasteizko                 60362       $223,054
  Aurreski Kutxa III                      60365       $148,702
EPSV Araba Eta Gasteizko Aurreski
  Kutxa IV
Araba Pensiones EPSV-Tuboplast           60363       $148,702
  Hispania SA
Vital Pension Garantizado 2012,          60364       $966,568
  P.P.I., E.P.S.V.

* Alandsbanken Sverige AB

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Sparbanken Vastra Malardalen           56951       $1,499,812

* Bank of America Mexico S.A.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Grupo Actinver                         13114      $11,296,761

* Banc of America Securities LLC

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Merrill Lynch International            47718       $9,582,743
                                        13114      $11,296,761
                                        59405       $4,870,055

* CAT Brokerage AG

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Innovatis Investment Fund Ltd.         58690       $7,000,000

* CC Arbitrage Ltd.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Luminus Energy Partners                66337      $11,256,426
  Master Fund, Ltd.                     66338      $11,256,426

* Cedar Hill Capital Partners Master Fund L.P.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Cedar Hill Capital Partners            23494         $558,876
  Offshore Ltd.                         23496       $1,389,215
                                        23495       $1,948,092
                                     88009420               --

* Citigroup Financial Products Inc.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Macgere SGPS, SA                       39786       $2,830,200
Controlac SGPS, SA                     39733       $2,830,200
Citibank Belgium S.A.                  55408     $159,329,718

* Contrarian Funds LLC

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Emirates National Oil Company           5015         $827,300

* C.V.I G.V.F. (Lux) Master S.a.r.l.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Bankers Life and Casualty Company      12571       $4,341,279
Brahman C.P.F. Partners LP             19787         $578,712
Brahman Investments I (SPVP) Ltd.      25649       $5,017,686
Conseco Life Insurance Company         12578         $183,714
                                        12568         $864,016
Washington National Insurance Company  12574       $1,136,317
BY Partners L.P.                       25650       $2,708,449
                                        25651       $4,527,796
CBARB, A Seg Acc.of Geode Cap.         30692       $4,498,638
  Master Fund Ltd

* Daiwa Securities Capital Markets Co. Ltd.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Murata Machinery Ltd.                  60860       $1,865,671
Lehman Brothers International Europe   62783       $1,898,704

* Deutsche Bank AG, London Branch

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Fundamental European Value SA          21779       $5,830,829
Diversified Financials Europe S.A.     21557         $627,628
Corporate Credit (Europe) SA           21657       $2,883,417
Swiss Re Global Markets Limited        27880       $6,051,196
London Select Fund Limited             23593      $11,117,158
Mizuho Bank (Switzerland) Ltd.         56637       $6,762,122
Marshall Wace Core Fund Limited        13320       $6,607,185
European Credit Fund SICAV             21659       $5,650,589
European Credit (Luxembourg) S.A.      21556      $80,798,607
                                        21777       $5,661,508
Relative European Value S.A.           21558       $1,026,966
                                        21656       $4,419,580
Diversified European Credit S.A.       21775      $38,562,702
                                        21776       $3,779,559
Swiss Re Financial Products Corp.      27877       $7,157,163
                                        27877       $9,262,048
                                        27878      $40,590,299
                                        27879      $75,335,304
Gulf Stream-Sextant CLO 2006-1 Ltd.    19145       $3,336,027
                                        19146       $3,336,027
                                        66094       $3,336,027
                                        66095       $3,336,027
Gulf Stream-Sextant CLO 2007-1 Ltd.    19143       $5,448,826
                                        19144       $5,448,826
                                        66096       $5,460,726
                                        66097       $5,460,726
HSBC Bank (Cayman) Limited             13314       $2,882,856
                                        13315          $70,957
                                        13316           51,612
                                        13317           41,460
                                        13318          $35,788
                                        13319          $36,330
                                        31935          $74,941
                                        31936          $85,524
                                        31937         $106,465
                                        31938         $146,369
                                        31939       $5,946,739
                                        31940          $73,824

Investment Grade Europe S.A.           21778       $4,194,922
HSH Nordbank AG                         4699         $764,348
                                        30067      $30,761,755
                                        20232       $5,602,725
                                        20234       $5,602,725
                                        20235      $30,761,755
                                        20236      $21,544,979
                                        20237      $21,544,979
                                        45922      $21,876,326
                                        45923      $21,876,326
Capula Global Relative Value           19686       $8,524,454
  Master Fund Limited
The Drake Global Opportunities         32328       $5,323,144
  (Master) Fund Ltd.
The Governor and the Company of         7369      $14,697,630
  the Bank of Ireland                    7370      $14,697,603
                                         7371       $2,698,951

* Elliott Associates L.P.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Deutsche Bank AG, London               27004       $2,899,895

* Goldman Sachs & Co.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Stone Lion Portfolio L.P.              50323      $19,194,992
Goldman Sachs Japan Co. Ltd.           46198         $989,494
                                        46197         $983,338
                                        44616         $986,451
Ahorro Corporacion Financiera          60359         $712,345
  S.V., S.A.                            60360       $4,278,635
                                        60361      $10,689,745
                                        60362         $223,054
                                        60363         $148,702
                                        60364         $966,568
                                        60365         $148,702

* Goldman Sachs International

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Daiwa Securities Capital               60860       $1,865,671
  Markets Co. Ltd.                      62783       $1,898,704

* Goldman Sachs Japan Co. Ltd.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Hirakata Shinkin Bank                  54989       $4,470,519
                                        62783       $4,476,760
The Kuwana Shinkin Bank                46198         $989,494
                                        44616         $986,451
                                        46197         $983,338

* Goldman Sachs Lending Partners LLC

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Sacher Funding Ltd.                    15160      $42,316,157
JMG Triton Offshore Fund Limited       21884       $ 4,472,483
                                        21843       $4,472,483
                                        66312       $4,078,143
                                        66313       $4,078,143

* Hirakata Shinkin Bank

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Lehman Brothers International Europe   62783       $4,746,760

* JPMorgan Chase Bank, N.A.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Second Market Inc.                     50055      $20,307,165

* Liquidity Solutions Inc.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Pira Energy Group                         --           $8,087

* Longacre Master Fund II L.P.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
FH Emerging Markets Debt Fund L.P.      5127       $1,750,000
                                        15085       $1,750,000
                                         5126       $1,750,000
                                        15084       $1,750,000

* Longacre Opportunity Fund L.P.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Neste Oil Oyj                          13099         $836,012
Element Capital Master Fund Ltd.       33290       $5,368,208
                                        33291       $5,368,208

* Merrill Lynch Credit Products LLC

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Abaxbank S.p.A.                        16060      $14,914,322
                                        16059      $14,580,223
                                        16062      $14,568,878

* Merrill Lynch International

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Merrill Lynch Pierce Fenner &          13114      $11,296,761
  Smith Incorporated

Merrill Lynch Japan                    47718       $9,582,743
  Securities Co. Ltd                    56114       $3,957,017

* Merrill Lynch Japan Finance Co. Ltd.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Kawasaki Heavy Industries Ltd.         36307      $10,978,401
                                        10711      $10,978,401
                                          413      $10,978,401

* Merrill Lynch Japan Securities Co. Ltd.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
The Higo Bank Ltd.                     47718       $9,582,743
ESCA Co. Ltd.                          56114       $3,957,017

* Merrill Lynch, Pierce, Fenner
& Smith Incorporated

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Bank of America Mexico S.A.            13114      $11,296,761

* Nexen Energy Marketing Europe Ltd.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Nexen Energy Marketing London Ltd.     18830      $20,589,383
                                        17154      $20,589,383

* SecondMarket Inc.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Carnegie Bank A/S                      50055      $20,307,165

* Serengeti Overseas Ltd.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Longacre Opportunity Fund L.P.         32498         $674,515
                                        30540         $674,515
                                         4660       $1,520,816
                                        35434       $1,520,816
                                        54846       $1,520,816

* Serengeti Partners LP

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Longacre Opportunity Fund L.P.          4660       $1,013,877
                                        35434       $1,013,877
                                        54846       $1,013,877

* SPCP Group L.L.C.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
LM Isis Opportunities Master Fund Ltd.  3892       $3,054,687
                                         3893       $3,054,687
Brigadier Capital Master Fund Ltd.      3925      $11,875,901
                                         3924      $11,875,901
Export Development Canada               1265       $4,830,064
                                         3232       $4,830,064
                                         3231       $4,830,064
Popular High Grade Fixed                4893       $4,512,732
  Income Fund Inc.                       3383       $4,512,732
Alliance Laundry Equipment              1300       $1,046,015
  Receivables Trust 2005                 1299       $1,046,015
Central European Media                   171      $19,900,000
  Enterprises Ltd.                        117      $19,900,000

* Stone Lion Portfolio L.P.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Banc of America Securities LLC         59406       $5,817,523
                                        47718       $9,582,743
                                        47717       $9,582,743
                                         3014       $9,582,743

* Taconic Capital Partners 1.5 L.P.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Merrill Lynch Credit Products LLC      16060       $2,237,149

* TPG Credit Opportunities Investors L.P.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Merrill Lynch Credit Products LLC      16062       $3,619,825

* TPG Credit Opportunities Fund L.P.

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Merrill Lynch Credit Products LLC      16062       $3,609,920

* TPG Credit Strategies Fund LP

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Merrill Lynch Credit Products LLC      16062       $7,339,131

* TSO LLC

Transferors                          Claim No.   Claim Amount
-----------                          ---------   ------------
Deutsche Bank AG, London               27004       $2,899,895

                      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: RSM Fines for Failings on Structured Products
--------------------------------------------------------------
The Financial Services Authority (FSA) has fined RSM Tenon
Financial Services Limited (Tenon) GBP700,000 for significant
failings in its advice and sales processes relating to Lehman-
backed structured products, and for having poor systems and
controls to prevent unsuitable advice in its structured product
and pension switching business.

This is the first enforcement action resulting from the FSA's
review of the marketing and distribution of structured products,
particularly those backed by Lehman Brothers, concluded in October
2009.  The FSA found that, in relation to its sales of Lehman-
backed structured products between November 2007 and August 2008,
Tenon failed to treat some of its customers fairly.  It breached
Principle 3 of the FSA's Principles for Businesses by failing to
take reasonable care to organise and control its affairs
responsibly and effectively, and Principle 9 by failing to take
reasonable care to ensure the suitability of its advice to its
customers. Specifically, the FSA found that Tenon:

    * failed to fully assess the risks of structured products
      and ensure advisers considered those risks when providing
      advice to customers;

    * failed to provide suitable advice to its customers and/or
      failed to demonstrate the suitability of its advice by
      recording insufficient personal and financial information
      on customers' files; and

    * failed to implement and maintain appropriate compliance
      monitoring to control the use of non-compliant direct
      offer financial promotions.

In addition, in relation to Tenon's structured products and
pension switching business more generally, the FSA found that the
firm failed to have effective risk management systems in place to
manage and control its affairs -- and ultimately failed to
prevent or minimise the risk of unsuitable sales.

As a result of these failings, the FSA has imposed a fine of
GBP700,000 on the firm.  In addition, Tenon will:

    * conduct a past business review of all its sales of Lehman-
      backed structured products. Customers that received
      unsuitable advice will be able to sell their product to
      Tenon and have the money they invested reimbursed plus
      interest;

    * review sales of other structured products between 1
      November 2007 and 1 December 2009, and pay appropriate
      redress where unsuitable advice was given;

    * conduct a review of pension switching business it
      transacted between 6 April 2006 and 1 December 2009 to
      assess the suitability of recommendations made to
      customers and, if appropriate, implement a customer
      redress programme; and

    * instruct a skilled person to undertake a review of its
      current sales and compliance processes relating to the
      sale of all investment products, to assess their
      appropriateness and the suitability of recommendations
      made to customers.

The FSA will oversee the firm's past business reviews and
redress process, and an independent third party will review the
actions taken by the firm.

Margaret Cole, FSA director of enforcement and financial crime,
said: "Firms giving investment advice must ensure they fully
assess clients' needs and make suitable recommendations -- they
must also have the necessary systems and controls in place to
demonstrate this.  We take failure in this area very seriously
and the fine and other actions announced today demonstrate our
commitment to credible deterrence.

"This is the first action we have taken for advice failings
relating to Lehman-backed structured products following our
recent review, and we acted swiftly and decisively in order to
return money to investors as quickly as possible.  We will
continue to take tough action where we find evidence that firms
are giving unsuitable advice to investors."

Tenon co-operated fully with the FSA and agreed to settle at an
early stage of the FSA's investigation, therefore qualifying for a
30% reduction in penalty.  Were it not for this discount, the FSA
would have imposed a financial penalty of o1m.

                      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-CEO Fuld Not Aware of Repo 105, Counsel Says
----------------------------------------------------------------
Michael Corkery at The Wall Street Journal reports that Patricia
Hynes, Esq., at Allen & Overy LLP, counsel to former Lehman
Brothers CEO Richard Fuld, said, "The examiner believes the Lehman
estate has a "colorable" claim against Dick Fuld because Lehman
did not provide enhanced disclosures about certain financing
arrangements called Repo 105 transactions. Mr. Fuld did not know
what those transactions were -- he didn't structure or negotiate
them, nor was he aware of the accounting treatment."

"Furthermore, the evidence available to the Examiner shows that
the Repo 105 transactions were done in accordance with an internal
accounting policy, supported by legal opinions and approved by
Ernst & Young, Lehman's independent outside auditor.  At no time
did Lehman's senior financial officers, legal counsel or Ernst &
Young raise any concerns about the use of Repo 105 with Mr. Fuld,
who throughout his career faithfully and diligently worked in the
interests of Lehman and its stakeholders."

                            "Best Seller"

On Thursday, Judge James Peck of the U.S. Bankruptcy Court for the
Southern District of New York unsealed a 2,200-page report --
table of contents alone is 45 pages -- prepared by Chapter 11
examiner Anton Valukas, Esq., at Jenner & Block, on the collapse
of Lehman Brothers.  According to The Wall Street Journal, Judge
Peck said the report reads like a "best seller."

The Journal says Mr. Valukas spent more than a year and $38
million to investigate the events surrounding Lehman's downfall.
The Journal's Mike Spector, Peter Lattman and Jeffrey McCracken
relate that the examiner's report singles out senior executives,
auditor Ernst & Young and other investment banks for serious
lapses that led to Lehman's bankruptcy.  The report contains fresh
allegations of balance sheet manipulation, with Lehman used using
accounting methods to move assets off its books.  The report also
noted that investment banks, including J.P. Morgan Chase & Co.,
made demands for collateral and modified agreements with Lehman
that hurt Lehman's liquidity and pushed it into bankruptcy.

                             Repo 105

Messrs. Spector, Lattman and McCracken at the Journal report that
the Chapter 11 examiner detailed a "materially misleading"
approach Lehman took to how it funded itself.  The report
discussed the "repo" market, in which firms sell assets in
exchange for cash to fund operations, often just overnight or for
a few days.

According to the Journal, the examiner said that Lehman -- anxious
to maintain favorable credit ratings -- engaged in an accounting
device known within the firm as "Repo 105" to essentially park $50
billion of assets away from Lehman's balance sheet and reduce
leverage ratios.

The Journal explains that in an ordinary repo transaction, Lehman
would raise cash by selling assets with a simultaneous obligation
to buy them back within days, according to the report.  The
transactions would be accounted for as financings, and the assets
would remain on Lehman's balance sheet.  In a Repo 105
transaction, according to the Journal, Lehman did the same thing.
But because the moved assets represented 105% or more of the cash
it received in return, accounting rules allowed the transactions
to be treated as "sales" rather than financings.  The result:
Assets shifted away from Lehman's balance sheet, reducing the
leverage ratios it reported to investors.

"In this way, unbeknownst to the investing public, rating
agencies, Government regulators, and Lehman's Board of Directors,
Lehman reverse engineered the firm's net leverage ratio for public
consumption," says the report, according to the Journal.

The Journal also relates that Lehman's own global financial
controller, Martin Kelly, told the examiner that "the only purpose
or motive for the transactions was reduction in balance sheet" and
"there was no substance to the transactions."  The Journal says
Mr. Kelly warned former Lehman finance chiefs Erin Callan and Ian
Lowitt about the maneuver, saying the transactions posed
"reputational risk" to Lehman if their use became publicly known.

The Journal also relates that in an interview with the examiner,
senior Lehman Chief Operating Officer Bart McDade said he had
detailed discussions with Mr. Fuld about the transactions and that
Mr. Fuld knew about the accounting treatment.

The examiner's report said that in a November 2009 interview with
the examiner, Mr. Fuld said he had no recollection of Lehman's use
of Repo 105 transactions but that if he had known about them he
would have been concerned.  According to the Journal, the report
says Mr. Fuld's denial of recollection must be weighed by a trier
of fact against other evidence.

                      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: Secures Demolition Agreement for Oak Knoll
-----------------------------------------------------------
SunCal has secured a signed agreement between the Lehman/SunCal
bankruptcy trustee and the remediation firm CST Environmental
Acquisition on a $3.7 million plan to demolish numerous
outbuildings throughout the former Oak Knoll Naval Medical Center.
The agreement is being submitted to the presiding judge in U.S.
Bankruptcy Court for approval so the work can get underway.

Lehman Brothers is the financial partner for the 167-acre property
that SunCal, as development manager, plans to redevelop into a
master-planned community

"SunCal is managing all of the cleanup efforts, including
coordination of the various contractors already working on the
site and the upcoming demolition by CST," said David Soyka on
behalf of SunCal.  "Only with the support of Lehman ALI and the
ongoing leadership of Oakland Councilman Larry Reid could this
have become a reality."

SunCal is continuing to work through the court to bring in a new
source of funding to resolve the remaining issues at the property
and move the development forward.  The plans for the Oak Knoll
community include 960 homes with a diversity of housing types,
82,000 square feet of commercial/retail, and 50 acres of parks and
open space.

"This is another positive step for the City of Oakland and the
future of Oak Knoll," said Oakland City Councilman Larry Reid.  "I
applaud SunCal for being a consistent and ongoing advocate for the
cleanup and development of the former Naval Medical Center
property."

"We're pleased that we're able to soon begin demolishing the World
War II-era outbuildings, cleaning up debris, securing the hospital
building and removing the remaining asbestos," said Chet
Chelstowski, vice president of CST Environmental Acquisition.
"We're ready to get started and finish the much-needed cleanup of
this site."

In October 2009, SunCal secured an initial $550,000 from Lehman
that is being used for property-wide weed abatement, cleaning up
wood piles, repairing perimeter fences and providing a team of
armed security guards 24 hours per day to help secure the property
from trespassers.

SunCal initiated legal action against Lehman in January 2009 in
order to obtain the cleanup funds and resolve other issues
involving the property; SunCal itself is not in bankruptcy and
continues to do business.

                       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: Examiner's Bankruptcy Report Now Available
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
today at a hearing unsealed the report of the Examiner in the
Lehman Brothers Holdings Inc. Chapter 11 proceedings and allowed
the report to be released to the public.  As a public service,
Jenner & Block is providing links to the nine-volume Examiner's
report online at http://lehmanreport.jenner.com

"As I stated in the report, our ability to complete this report in
a timely fashion was due in no small part to the cooperation and
responsiveness of the parties in the matter.  I think everyone
understood the importance of providing an accurate picture of what
led to the demise of Lehman Brothers," said Jenner & Block
Chairman Anton R. Valukas who was appointed the Examiner in the
bankruptcy proceedings of Lehman Brothers Holdings, Inc. in
January 2009.  Mr. Valukas was charged with investigating and
unraveling the events leading to the banking giant's collapse, a
critical role in what is considered to be the largest bankruptcy
in U.S. history.

Additional supporting materials referenced in the report will also
be added online and will be available soon.

                      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)


LIBERTYPOINTE BANK: Closed; Valley National Assumes All Deposits
----------------------------------------------------------------
LibertyPointe Bank, New York, New York, was closed March 11 by the
New York State Banking Department, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Valley National Bank, Wayne, New Jersey, to assume
all of the deposits of LibertyPointe Bank.

The three branches of LibertyPointe Bank will reopen on Friday as
branches of Valley National Bank.  Depositors of LibertyPointe
Bank will automatically become depositors of Valley National Bank.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.  LibertyPointe Bank customers
should continue to use their existing branches until they receive
notice from Valley National Bank that it has completed systems
changes to allow other Valley National Bank branches to process
their accounts as well.

Thursday evening, Friday, and over the weekend, depositors of
LibertyPointe Bank can access their money by writing checks or
using ATM or debit cards.  Checks drawn on the bank will continue
to be processed. Loan customers should continue to make their
payments as usual.

As of December 31, 2009, LibertyPointe Bank had approximately
$209.7 million in total assets and $209.5 million in total
deposits.  Valley National Bank will pay the FDIC a premium of
0.15 percent to assume all of the deposits of LibertyPointe Bank.
In addition to assuming all of the deposits, Valley National Bank
agreed to purchase essentially all of the failed bank's assets.

The FDIC and Valley National Bank entered into a loss-share
transaction on $181.5 million of LibertyPointe Bank's assets.
Valley National Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-591-2820.  The phone number will be
operational Friday from 9:00 a.m. to 6:00 p.m., EST; on Saturday
from 9:00 a.m. to 3:00 p.m., EST; on Sunday from 9:00 a.m. to 3:00
p.m., Eastern Daylight Time (EDT); and thereafter from 8:00 a.m.
to 8:00 p.m., EDT. Interested parties also can visit the FDIC's
Web site at
http://www.fdic.gov/bank/individual/failed/LibertyPointe.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $24.8 million.  Valley National Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives.  LibertyPointe Bank is the 27th
FDIC-insured institution to fail in the nation this year, and the
first in New York.  The last FDIC-insured institution closed in
the state was Waterford Village Bank, Williamsville, July 24,
2009.


LODGENET INTERACTIVE: Inks Employment Contract with Elsenbast
-------------------------------------------------------------
LodgeNet Interactive Corporation entered into an employment
agreement with Frank P. Elsenbast pursuant to which Mr. Elsenbast
has been engaged as the Company's next Senior Vice President and
Chief Financial Officer.  Mr. Elsenbast will assume the
responsibilities currently held by Gary H. Ritondaro, who
announced his intention to retire in mid-2010.

Mr. Elsenbast brings more than 20 years of corporate finance,
media industry background and public accounting experience to his
new responsibilities with the Company.  Since 2000, Mr. Elsenbast
has been employed with ValueVision Media, Inc. (NASD:VVTV) d/b/a
ShopNBC, a multi-channel electronic retailer serving 75 million
homes in the US.  Mr. Elsenbast most recently served as Senior
Vice President and CFO of ShopNBC since 2004.  Prior to joining
ShopNBC, Mr. Elsenbast served in a variety of financial and
analytical roles with The Pillsbury Company.  Mr. Elsenbast began
his career as a Certified Public Accountant with Arthur Andersen,
LLP.

Under the Employment Agreement, Mr. Elsenbast will receive a
salary of $340,000 per year, an annual bonus calculated in the
same manner as other senior vice presidents of the Company except
that Mr. Elsenbast is guaranteed a minimum bonus of $75,000 in
2010, and other benefits consistent with those received by Company
officers in comparable positions.  The Employment Agreement
provides for severance compensation equal to 18 months of salary
in the event of termination without Cause or with Good Reason
following a Change in Control, as such terms are defined in the
Employment Agreement.  In addition, on the date he begins his
employment, Mr. Elsenbast will receive a restricted stock grant of
20,000 shares of the Company's common stock, which will vest half
on the third anniversary of his employment and half on the fourth
anniversary of his employment.  Mr. Elsenbast will also receive
stock options to purchase 30,000 shares of the Company's common
stock at a purchase price equal to the closing stock price on the
day before his first day of employment. One-quarter of these
options will vest on each of the first, second, third and fourth
anniversaries of his employment.

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.
LodgeNet Interactive serves more than 1.9 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television Solutions, Broadband Internet Solutions, Content
Solutions, Professional Solutions and Advertising Media Solutions.
LodgeNet Interactive Corporation owns and operates businesses
under the industry leading brands: LodgeNet, LodgeNetRX, and The
Hotel Networks.

The Company reported $508.3 million in assets and $579.3 million
in total liabilities, resulting to a $71.0 million stockholders'
deficit as of Dec. 31, 2009.

                          *     *     *

According to the Troubled Company Reporter on September 30, 2009,
Moody's Investors Service upgraded LodgeNet Interactive
Corporation's speculative grade liquidity rating to SGL-3
(indicating adequate liquidity) from SGL-4 (indicating poor
liquidity) while revising the outlook for all ratings to stable
from negative.  Concurrently, Moody's also affirmed LodgeNet's B3
corporate family rating and Caa1 probability of default rating.


LYONDELL CHEMICAL: Parent to Shut PP Plant in Italy
---------------------------------------------------
LyondellBasell Industries announced a project to cease the
production of polypropylene (PP) at Terni, Italy.  The company has
started the employee consultation process regarding a project to
permanently shut down the unit.

"Demand for polypropylene continues to be affected by global
economic conditions and the resulting market environment has made
facilities such as Terni no longer economically viable.  We expect
to be able to meet projected customer demand for polypropylene
(including local customers in Terni) with product supplied from
our other facilities in Italy," said Anton De Vries,
LyondellBasell's senior vice president, Olefins and Polyolefins ?
Europe, Asia and International.  LyondellBasell said that PP
production activities in Italy will be focused on the company's
world-scale sites at Ferrara and Brindisi.

The Terni plant has a nameplate capacity of 255 KT per year.  In
conjunction with the shutdown project, LyondellBasell has started
consultation with representatives of the employees to determine
the appropriate path forward for the employees at the site.  The
plant currently has approximately 120 permanent employees.

                      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: Sues GEO Specialty for Breach of Contract
------------------------------------------------------------
Lyondell Chemical Company filed a complaint against GEO Specialty
Chemicals, Inc., seeking declaratory judgment against GEO
Specialty for breach of contract.

Lyondell and GEO Specialty entered into a purchase and sale
contract, whereby Lyondell sold to GEO Specialty tertiary butyl
hydroperoxide or "TBHP" 70% subject to certain maximum
limitations.  Lyondell sold to GEO Specialty TBHP 70 worth
$238,439 between November 24, 2008, and January 10, 2009.  The
corresponding payments owed to GEO Specialty to Lyondell for these
sales became due between December 24, 2008, and February 9, 2009.

Peter Friedman, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, asserts that GEO Specialty has not paid Lyondell the
$238,439 due and owing under the Sales Contract.  Since GEO
Specialty has defaulted on its payment, it is required to pay
Lyondell's "costs of collection, including, but not limited to,
reasonable attorney's fees," he says.  GEO Specialty filed Claim
No. 12728 asserting prepetition claims against Equistar for
$207,000, allegedly arising from goods sold by GEO Specialty to
Equistar.

Mr. Friedman argues that the debt owed by GEO Specialty to
Lyondell under the Sales Contract constitutes property of
Lyondell's bankruptcy estate under Section 541 of the Bankruptcy
Code and is "matured debt" under Section 542(b) of the Bankruptcy
Code.  In this light, he asserts that the matured debt owed to
Lyondell cannot be set off against the $207,000 debt allegedly
owed by Equistar to GEO Specialty because the debts are not mutual
debts as required under Section 553 of the Bankruptcy Code.
Similarly, $34,948 of the matured debt owed by GEO Specialty to
Lyondell is ineligible for set-off under Section 553 because it
arose after the Petition Date, he asserts.

In addition, Mr. Friedman insists that Lyondell performed its
obligations under the Sales Contract, however, GEO Specialty
breached, and is in default of, the Sales Contract by failing and
refusing to remit to Lyondell all amounts due under the Sales
Contract.  As a result, Lyondell has been damaged in an amount of
not less than $238,439, he asserts.  GEO Specialty's failure to
pay Lyondell its matured debt, and its attempts to set off the
debt owed to Lyondell against the alleged debt owed by Equistar,
thus, violated Section 362(a)(3), (a)(6) and a(7) of the
Bankruptcy Code, he contends.

Mr. Friedman further argues that GEO Specialty's violations of
the automatic stay were deliberate because it had actual
knowledge of the bankruptcy cases at all relevant times and was
advised by the Debtors that its actions violate the automatic
stay.  Similarly, Mr. Friedman says that GEO Specialty has
knowledge of the Order Enforcing Stay in the Debtors' Chapter 11
cases and of the requirement under Section 553 that any set-off
be between the same parties.

Thus, Lyondell asks the Court to enter a judgment:

  (a) declaring that GEO Specialty owes a matured debt to
      Lyondell in the principal amount of $238,439;

  (b) awarding damages in an amount not less than $238,439,
      resulting from GEO Specialty's breach of the Sales
      Contract;

  (c) directing GEO Specialty to pay $238,439 to Lyondell;

  (d) declaring that failure by GEO Specialty to pay its matured
      debt to Lyondell and attempts to effectuate an improper
      and unauthorized set-off against debts allegedly owed by
      Equistar to GEO Specialty constitute willful violations of
      Sections 362(a)(3), 362(a)(6) and 362(a)(7);

  (e) declaring that the failure by GEO Specialty to pay its
      matured debt to Lyondell and that GEO Specialty's attempts
      to effectuate an improper and unauthorized set-off against
      debts allegedly owed by Equistar to GEO lacked reasonable
      basis and constitute contempt of court; and

  (f) awarding Lyondell its costs and expenses, including
      reasonable attorney's fees, incurred in connection with
      its efforts to (i) recover property of the estate, (ii)
      enforce its rights and collect debts arising under the
      Sales Contract, and (iii) compel compliance by GEO
      Specialty with its obligations under the Bankruptcy Code
      and the Stay 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)


MARIAH BAY: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Richard Abshire at The Dallas Morning News reports that Mariah Bay
Leasing filed for Chapter 11 bankruptcy.  Mr. Abshire, citing a
press release, says this property owner is one of... 38... that
pay property taxes into the TIF... a total of 113 acres... The
Harbor development, which includes this property owner as well as
several others, has paid a total of $256,061 (in property taxes
owned under the TIF agreement).  They still owe a total of
$223,063, only a portion of which is owed by this particular
company.  Mariah Bay Leasing is one of the companies associated
with The Harbor.


MERIDIAN RESOURCES: Has Fin'l Obligations of $104-Mil. at Dec. 31
-----------------------------------------------------------------
Resource Corporation reported that its balance sheet as of
Dec. 31, 2009, will reflect secured and unsecured financial
obligations totaling approximately $104 million, before
adjustments for working capital.

The Company said it has a credit facility with a group of banks
with a maturity date of Feb. 21, 2012.  Outstanding obligations
under the Credit Facility are secured by a pledge of the
outstanding capital stock of the Company's subsidiaries and by a
first priority lien on not less than 95% of its present value of
proved oil and natural gas properties.  As of Dec. 31, 2008, and
continuing to the present time, the Company was not in compliance
with certain financial covenants contained in the Credit Facility,
resulting in an event of default.

Availability of borrowings under the Credit Facility are governed
by periodic borrowing base redeterminations determined on criteria
established by the lenders, based on the value of proved reserves.
Effective April 30, 2009, Meridian was notified that the
redetermined borrowing base under the Credit Facility was $60
million.  As of the April 30, 2009 redetermination, the Company
had outstanding borrowings of $95 million, resulting in a
borrowing base deficiency of $35 million.  At the time of the
redetermination and continuing to the present time, the Company
does not have sufficient liquidity to allow for the repayment of
the deficiency, resulting in an additional event of default under
the Credit Facility.

During 2009, Meridian entered into a series of forbearance
agreements whereby the lenders agreed to forbear from exercising
the remedies available to them under the loan documents as a
result of the events of default.  As of December 31, 2009, the
Company's outstanding obligations under the Credit Facility are
$87.5 million, resulting in a deficiency of $27.5 million.

Furthermore, the Company entered into a series of forbearance
agreements with the lenders under the Credit Facility during 2009
and was required to pay a forbearance fee to the lenders in
exchange for their agreement to forbear from exercising their
remedies related to the events of default.  In addition, the
Company utilized the services of its advisor, Rivington Capital
Advisors LLC, in its discussions and negotiations with the
lenders.  The Company's December 31, 2009 balance sheet will
reflect a $1.1 million payable associated with these agreements.

                    About Meridian Resource

Based in Houston, Texas, The Meridian Resource Corporation
(NYSE:TMR) -- http://www.tmrc.com/-- is an independent oil and
natural gas company engaged in the exploration, exploitation,
acquisition and development of oil and natural gas in Louisiana,
Texas, and the Gulf of Mexico.  Meridian has access to an
extensive inventory of seismic data and, among independent
producers, is a leader in using 3-D seismic and other technologies
to analyze prospects, define risk, target and complete high-
potential wells for exploration and development. Meridian has a
field office in Weeks Island, Louisiana.

At September 30, 2009, the Company had $190,339,000 in total
assets, including $18,090,000 in total current assets, against
$120,634,000 in total current liabilities and $17,736,000 in asset
retirement obligations.

The Company noted that its default under the debt agreements,
which has been mitigated in the short term by certain forbearance
agreements, negatively impacts future cash flow and the Company's
access to credit or other forms of capital.  There is substantial
doubt as to the Company's ability to continue as a going concern
for a period longer than the next 12 months, the Company said.
It added that it might have to seek protection under federal
bankruptcy laws if it is unable to comply with the forbearance
agreements or if those agreements expire.


MONTECITO AT MIRABEL: Wants Access to Compass Bank's Cash
---------------------------------------------------------
Montecito at Mirabel Development, L.L.C., asks the U.S.
Bankruptcy Court for the District of Arizona to approve a
stipulation between Compass Bank, authorizing the Debtor to access
the cash collateral.

The cash collateral includes, but not limited to, all funds in the
Debtor's accounts, all rents paid or payable to the Debtor, and
all other monies generated from the operation of the Debtor's
business with respect to its real estate development project
containing 9 single-family residences and 35 vacant lots located
Northwest Corner of Cave Creek Road and Mirabel Club drive in
Sottsdale, Arizona.

The Debtor relates that the cash collateral serves as additional
security for certain loan obligations owed to Compass Bank.

The Debtor will use the money to pay for the normal operating
expenses to maintain and preserve the going concern value of the
property, and Compass Bank consents to the Debtor's use of cash
collateral.

Mesa, Arizona-based Montecito At Mirabel Development, L.L.C. --
dba Montecito @ Mirabel Development, LLC -- filed for Chapter 11
bankruptcy protection on December 31, 2009 (Bankr. D. Ariz. Case
No. 09-33899).  Randy Nussbaum, Esq., at Nussbaum & Gillis, P.C.,
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.


MOHAWK INDUSTRIES: Moody's Gives Stable Outlook; Keeps Ba1 Rating
-----------------------------------------------------------------
Moody's Investors Service stabilized Mohawk Industries, Inc.'s
rating outlook due to Moody's expectation that demand has likely
stabilized for residential floor coverings and that Mohawk's
credit metrics will likely improve in 2010.  The speculative grade
liquidity rating was upgraded to SGL 1 from SGL 2 and the Ba1
corporate family rating and probability of default ratings were
affirmed as was the Ba2 unsecured notes rating.

The combination of cost cutting initiatives and a gradual
improvement in demand for residential floor covering led to strong
cash flow generation after March 2009 and higher fourth quarter
earnings.  "With the generation of more than $550 million of free
cash flow in 2009 and Moody's expectation of at least $250 million
of free cash flow in 2010, Moody's expect Mohawk to repay most, if
not all, of the $500 million notes due in January 2011 with cash,
resulting in minimal drawn downs on its revolver, if any," said
Kevin Cassidy, Senior Credit Officer at Moody's Investors Service.

The stable outlook reflects Moody's belief that residential demand
for floor covering, which is where about 70% of revenue is
generated, has shown signs of stabilizing.  Moody's expects
commercial demand for floor covering to remain pressured
throughout 2010, although the velocity of the decline will likely
moderate in the latter half of 2010.  Moody's expects 2010 revenue
to range between $5.2 billion and $5.6 billion and adjusted EBITDA
to be between $600 million and $700 million.  The stable outlook
incorporates Moody's expectation that the first quarter will
likely show seasonal weakness, but that Mohawk's liquidity profile
will remain strong.

The Ba1 corporate family rating reflects Mohawk's leading market
share in the carpet segment, floor tiling segment and the Unilin
(laminate) segment, consistently strong cash flow and its
generally conservative financial policies.  The corporate family
rating also reflects the size of the company, which is over
$5.3 billion, despite a 30% decrease since the recession started
in December 2007.  Mohawk's improved cost structure should reduce
earnings volatility and lead to higher earnings when demand
improves.  These factors help offset the lower levels of
discretionary consumer spending, continuing uncertainty in the
housing market and declining demand for commercial floor covering.
Nonetheless, Moody's expects Mohawk's credit metrics to improve in
2010 as residential demand improves, debt is reduced and Mohawk
increases prices to offset higher raw material costs.

The upgrade in the liquidity rating to SGL 1 reflects Mohawk's
very good liquidity profile highlighted by more than $530 million
of cash (about 1/3 overseas), access to a $600 million 4 year ABL
revolving credit facility and strong annual operating cash flow
between $400 million and $500 million before working capital
changes.  Mohawk's liquidity is further supported by the lack of
dividends or share repurchases and no financial covenants,
provided availability under the revolver remains above
$90 million.  The principal constraint to Mohawk's liquidity is
the $500 million maturity in January 2011 and the acceleration of
its revolver's maturity date if the company doesn't repay,
refinance, defease or adequately reserve for the January 2011
notes and the April 2012 notes three months prior to maturity.
Mohawk's liquidity is also constrained by the seasonality of its
cash flows, especially in Q1 where cash has historically been
consumed by working capital and in Q4, when the majority of cash
is generated.

Rating upgraded:

Speculative Grade Liquidity rating to SGL-1 from SGL-2;

Ratings affirmed:

  -- Corporate Family Rating at Ba1;

  -- Probability of Default Rating at Ba1;

  -- $500 million 5.75% senior unsecured notes, due January 15,
     2011 at Ba2 (LGD 5, 71%);

  -- $400 million 7.20% senior unsecured notes, due April 15, 2012
     at Ba2 (LGD 5, 71%); and

  -- $900 million 6.125% senior unsecured notes, due 2016 at Ba2
     (LGD 5, 71%)

The last rating action was on September 14, 2009, where Moody's
downgraded the unsecured notes to Ba2 following the company's
announcement that it entered into a $600 million ABL revolving
credit facility and affirmed all other ratings.

Headquartered in Calhoun, Georgia, Mohawk Industries is a leading
producer of floor covering products for residential and commercial
applications in the U.S. Mohawk products includes brands such as
Mohawk, Unilin, Karastan, Ralph Lauren, Lees, Bigelow, Dal-Tile
and American Olean.  Revenue for the year ended December 31, 2009,
approximated $5.3 billion.


NATIONSTAR MORTGAGE: Moody's Assigns 'B1' Corporate Family Rating
-----------------------------------------------------------------
Moody's assigns a B1 Corporate Family Rating and a B2 Senior
Unsecured Note rating to Nationstar Mortgage, with a stable
outlook.

The ratings reflect Nationstar's recent business wins in the
large, fragmented residential mortgage servicing market as well as
the company's efficient loan servicing system and infrastructure,
experienced management team and successful on-boarding of new
servicing relationships over the past several years.  In arriving
at a rating, Moody's also notes Nationstar's satisfactory capital
and leverage metrics as well as revenue diversification between
servicing and origination activities.

At the same time, the rating also reflects Nationstar's mono-line
nature and limited differentiation in the highly competitive
residential mortgage servicing market.  Additionally, Nationstar's
dependence on secured, short term funding, which results in a high
level of encumbered assets and limited financial flexibility
constitutes an important factor in the rating.  Reliance on
funding facilities with short tenors subjects the company to
significant renewal/ refinancing risk.  Non-renewal of one
facility could potentially affect renewals of other facilities.

Nationstar's high recent and projected growth rate is another risk
factor influencing the rating.  In Moody's experience, rapid
growth implies increased risk, as it can cause stress on controls
as well as management and systems capacity, especially if coupled
with an increase in delinquency rates, and potentially affect the
company's business and operating results.

The notching for the B2 Senior Unsecured Note rating reflects the
substantial amount of secured debt in the company's capital
structure.

The rating outlook is stable, reflecting Moody's expectations that
the company will be able to profitably grow its origination and
servicing operations, at least over the near term.

Nationstar is headquartered in Lewisville, TX.


NATIONSTAR MORTGAGE: S&P Assigns 'B' Counterparty Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B'
counterparty credit rating to Nationstar Mortgage LLC.  The
outlook is stable.

"Inconsistent earnings, dependence on market funding, and the
likelihood that the firm will have to support a significant debt
burden following management's proposed $250 million senior
unsecured debt issuance drive the rating," said Standard & Poor's
credit analyst Jeffrey Zaun.  "On the other hand, low credit risk,
good risk management, and favorable market conditions support the
rating."

The stable outlook assumes inconsistent earnings and moderately
increasing leverage after Nationstar's proposed $250 million debt
offering.

S&P could lower the ratings if earnings and interest coverage
deteriorate materially.  S&P could raise the ratings if its
competitive position improves while leverage and earnings remain
consistent.


NAVISTAR INTERNATIONAL: Reports $17 Million Net Income for 2009
---------------------------------------------------------------
Navistar International Corporation reported financial results for
its fiscal first quarter, ended Jan. 31, 2010.

The Company's net income for the first quarter was $17 million,
equal to $0.23 of diluted earnings per share in the face of lower
revenues due in part to lower first-quarter military revenues.
The first-quarter results reflect improved commercial performance
and efforts to control costs over manufacturing expenses while the
company continued its investments in the development of its 2010-
emissions compliant engines.

The Company's balance sheet at Jan. 31, 2010, showed total assets
of $9.12 billion and total liabilities of $10.74 billion, for a
stockholders' deficit of $1.62 billion.

"First quarter results reflect the progress we are making in the
toughest of economic conditions and in a normally difficult
seasonal quarter for our company due to fewer operating days,"
said Daniel C. Ustian, Navistar's chairman, president and chief
executive officer.  "And we were able to deliver those results
while investing in the future.  The last half of 2010 will provide
opportunities for even better margins as we launch our 2010 EGR
strategies.

"And as we move forward in 2010, we will continue to drive further
cost improvements and are confident that the strategies we have
put in place will help us achieve our goal for revenue and
profitability, with $20 billion in revenue and $1.8 billion in
manufacturing segment profit, when the market fully recovers,"
Ustian added.

Navistar achieved a number of milestones, which comprise key
building blocks for the future of the business.  The company
launched its first commercial trucks for the Indian market with
joint venture partner Mahindra & Mahindra Ltd. (M&M).  In
December, Navistar also completed its acquisition of the concrete
mixer manufacturing business of Continental Mfg. Company, Inc.  In
addition, the company saw its order share for its bus and Class 6-
8 products grow to 51% for the first four months of the fiscal
year.  The company believes these initiatives and expansions will
be key contributors to its future success.

"Our EGR message is resonating with the marketplace as evidenced
by our continued strong market share levels," said Ustian.  "The
breadth, depth and value of our product family is now being
enhanced by an EGR solution that is gaining acceptance with the
marketplace."

A full-text copy of the Company's statement is available for free
at http://ResearchArchives.com/t/s?5877

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

                           *     *     *

According to the Troubled Company Reporter on Jan. 28, 2010,
Standard & Poor's Ratings Services said it has revised its outlook
on Navistar International Corp. and related entities to stable
from negative and affirmed its 'BB-' corporate credit rating and
other ratings.

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.


NBTY INC: S&P Changes Outlook to Positive; Affirms 'BB' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Ronkonkoma, New York-based NBTY Inc. to positive from
stable.  At the same time, S&P affirmed the 'BB' corporate credit
rating on the company.

In addition, Standard & Poor's affirmed the 'BBB-' issue-level
rating on NBTY's senior secured credit facility.  The recovery
rating is '1', which indicates S&P's expectation of very high
(90%-100%) recovery for debt holders in the event of payment
default.  S&P also affirmed the 'BB' issue-level ratings on the
senior subordinated notes.  The recovery rating is '3', which
indicates S&P's expectation of meaningful (50%-70%) recovery for
debt holders in the event of payment default.

"S&P revised the outlook to positive from stable due to the
company's strong operating performance and improved credit
metrics," said Standard & Poor's credit analyst Jacqueline Hui.
"The ratings on NBTY reflect its acquisition-oriented growth
strategy, the risk of adverse publicity about vitamin products
depressing its sales, and the risks of product liability." NBTY
benefits from its strong position and diversified distribution
channels in the vitamin, minerals, and supplements industry.  The
rating does not factor in any additional large debt-financed
acquisitions or dividends.

NBTY is a vertically integrated VMS manufacturer and marketer,
with a strong U.K. retail presence that constitutes about 23% of
the company's fiscal 2009 net sales.  S&P believes the company's
vertical integration and manufacturing efficiency allow it to
produce low-cost products.  NBTY's three-tier distribution
strategy, which includes retail, wholesale, and direct-response
channels (including mail order and internet sales), provides
diversification and lowers distribution risk.  However, it is
S&P's opinion that the VMS market remains highly competitive and
fragmented in all distribution channels, and is currently
characterized by heavy promotional and discount activity.  NBTY
has historically grown through acquisitions.  Since 1986, it has
acquired and integrated nearly 30 companies, and has made larger
acquisitions in recent years, including Rexall Sundown, Solgar,
and Leiner Health Inc.  The acquisitions strengthen its existing
customer relationships and enable it to gain some key new ones,
diversify its product mix, and gain significant manufacturing and
distribution capacity.  NBTY has customer concentration with one
national retailer accounting for about 30% of wholesale sales.
However, NBTY also gained a sizable new customer through its
Leiner acquisition.  The company has been successful integrating
its acquisitions.

S&P expects NBTY's credit protection measures to remain strong to
compensate for any adverse publicity inherent in the vitamin
industry and possible future acquisitions.  S&P could consider a
rating upgrade if the company is able to demonstrate sustained
operating performance improvement and maintain leverage near 2x
for the coming quarters.  Alternatively, S&P could consider a
rating downgrade if the company's financial policy becomes more
aggressive or if operating performance weakens and leverage
exceeds 3.5x.  S&P estimates that this could occur if EBITDA
declined 45% (assuming debt levels do not significantly change).


NEBRASKA INC: Fitch Affirms 'BB+' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating of
First National of Nebraska, Inc., at 'BB+' and the short-term IDR
at 'B'.  The Rating Outlook remains Negative.

A complete list of ratings is detailed at the end of this release.
Approximately $12.5 billion of debt and deposits is affected by
these actions.

The affirmation reflects FNNI's ability to build the cushion on
its regulatory capital ratios in 2009 in preparation for the
consolidation of off-balance sheet assets in accordance with SFAS
166 and SFAS 167.  The consolidation of approximately $2.3 billion
of off-balance sheet credit card assets occurred on Jan.  1, 2010
for GAAP purposes, but the bank should be able to phase-in the
consolidation for regulatory capital purposes, with 50% of assets
being consolidated in the third quarter of 2010 and the remaining
50% of assets being consolidated by March 31, 2011.  The net
impact of the consolidation will be a decline in shareholder's
equity, which Fitch expects will reduce regulatory capital ratios
from their current levels.  FNNI's total capital ratio improved to
13.3% at year-end 2009 compared to 10.9% the prior year due to
significant contraction in risk-weighted assets, the generation of
positive earnings, driven largely by gains realized from the sale
of Visa stock, and the suspension of the common dividend after the
first quarter payment.

The tangible common equity to tangible managed assets ratio also
improved in 2009, with asset contraction, but will decline with
the consolidation of off-balance sheet assets.  Fitch believes the
bank has historically been an aggressive capital manager and the
maintenance of higher capital ratios over time will be a factor
when considering ratings stability.  Fitch expects the bank will
seek to improve capital ratios further in 2010 and capital will
get a boost from FNNI's agreement to sell a 51% interest in its
merchant processing to TSYS for $150.5 million.  This transaction
is expected to close in April 2010.

The affirmation also reflects the bank's ability to improve pre-
provision net revenue, despite the weak economy and nearly 12%
balance sheet contraction, with an increase in the net interest
margin and the achievement of significant operating efficiencies.
FNNI was also able to refinance maturing credit card conduits and
term securitizations in a difficult capital markets environment
and extended the maturity of its $138.8 million parent company
revolver to June 2011, although $45 million of amortization
payments are required in 2010.

The Negative Outlook reflects the headwinds FNNI will face in 2010
as historically high provision expenses continue to pressure
earnings and capital ratios while the implementation of the Credit
Card Accountability, Responsibility, and Disclosure (CARD) Act of
2009 could challenge the bank's competitive positioning in the
credit card industry.  Fitch expects profitability will decline in
2010 as provision expense remains high, merchant processing
revenue declines following the majority sale, and Visa stock gains
are excluded.  While Fitch believes the absolute dollar amount of
bankcard provisions could decline, given the contraction in the
portfolio and recent signs of stabilization in unemployment, Fitch
expects non-bankcard provisions could increase as commercial
lending and real estate remain under stress.  Negative rating
action could be driven by an inability to retain a comfortable
cushion on capital ratios following the consolidation of off-
balance sheet assets, failure to refinance maturing credit card
funding vehicles, and/or deterioration in longer-term earnings
prospects resulting from the implementation of the CARD Act.
Conversely, rating stability will be driven by the maintenance of
higher capital levels, improving asset quality trends, enhanced
holding company liquidity, and consistent earnings performance.

The notching of the parent company below the bank continues to
reflect limited liquidity and relatively high double leverage.  As
of Dec. 31, 2009, the parent company had $35.8 million in cash and
liquid securities versus $45 million of debt amortization payments
due in 2010.  According to Fitch's calculations, double leverage
amounted to 125% at year-end 2009, which reflects the injection of
parent debt into subsidiaries.  As a result, the parent is highly
reliant on dividend capacity from subsidiary banks to service debt
obligations and Fitch believes stricter regulatory oversight
across the financial institution space may prevent the up-
streaming of dividends until consistent signs of profitability
emerge.  This funding profile is consistent with non-investment
grade ratings.

FNNI operates 10 commercial bank subsidiaries in Nebraska, Kansas,
South Dakota, Colorado, Texas, and Illinois.  Credit card
operations are housed in the lead bank, First National Bank of
Omaha, and a credit card bank charter in Atlanta, Infibank, N.A.
FNNI became a private company in 2002 and is controlled by the
Lauritzen family.  At Dec. 31, 2009, the bank had $14.7 billion of
assets and approximately $12 billion in managed loans.

Fitch has affirmed these ratings with a Negative Outlook:

First National of Nebraska, Inc.

  -- Long-term IDR at 'BB+';
  -- Short-term IDR at 'B';
  -- Individual at 'C/D';
  -- Support at '5';
  -- Support floor at 'NF'.

First National Bank of Omaha

  -- Long-term IDR at 'BBB-';
  -- Short-term IDR at 'F3';
  -- Subordinated debt at 'BB+';
  -- Long-term deposits at 'BBB';
  -- Short-term deposits at 'F3'
  -- Individual at 'C';
  -- Support at '5';
  -- Support floor at 'NF'.

First National Bank (Fort Collins)

  -- Long-term IDR at 'BBB-';
  -- Short-term IDR at 'F3';
  -- Long-term deposits at 'BBB';
  -- Short-term deposits at 'F3';
  -- Individual at 'C';
  -- Support at '5';
  -- Support floor at 'NF'.

First National Bank (North Platte)

  -- Long-term IDR at 'BBB-';
  -- Short-term IDR at 'F3';
  -- Long-term deposits at 'BBB';
  -- Short-term deposits at 'F3';
  -- Individual at 'C';
  -- Support at '5';
  -- Support floor at 'NF'.


NEENAH ENTERPRISES: Has Final Approval on $140 Million Financing
----------------------------------------------------------------
Neenah Enterprises, Inc. and its units sought and obtained final
approval from the U.S. Bankruptcy Court for the District of
Delaware to obtain $140 million of postpetition secured financing
and use cash collateral.

Robert E. Ostendorf, Jr., NEI President and CEO said, "We are
pleased to have received the final approval of our DIP facility,
and the continued support from our lenders.  The DIP facility
enables us to continue to provide our employees with pay and
benefits, make post-petition payments to suppliers, and continue
to satisfy our commitments to our customers.  Most importantly, I
believe the Court's final approval of our DIP facility, which
gives NEI full access to those funds, will reinforce the
confidence that our customers and suppliers have shown in our
company since our filing, helping us to maintain and build on
these important relationships, and is a critical milestone in our
efforts to quickly emerge from bankruptcy protection with a
significantly improved balance sheet."

The postpetition financing consists of (i) a multiple draw super-
priority secured term loan facility in an aggregate principal
amount of up to $50 million from certain funds or accounts each
managed or advised by MacKay Shields LLC and GoldenTree Asset
Management LP; and (ii) a revolving loan facility with commitments
in an aggregate amount equal to $90 million, pursuant to a
postpetition agreement with Bank of America, N.A., as
administrative agent for the Working Capital DIP Lenders.

The Debtors will grant security interests, liens, and
superpriority claims to the Term Loan DIP Agent and Term Loan DiP
Lenders, and to the Working Capital DIP Agent and the Working
Capital DIP Lenders.

A copy of the DIP Financing Agreements is available for free at:

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

                    The Term Loan DIP Facility

The Term Loan DIP Facility will mature nine months after the
Closing Date.  The Term DIP Loans will bear interest at the
Applicable Margin (being a rate per annum equal to 10.00%) plus
the current LIBOR rate as determined by the Term Loan DIP Agent in
accordance with its customary procedures, and utilizing the
electronic or other quotation sources as it considers appropriate,
payable at the end of the relevant interest period, but in any
event at least quarterly; provided that in no event the LIBOR Rate
at any time e less than 2.50%.  At the even to default, the Term
DIP Loans will bear interest at an additional 2.00% per annum.

The Term Loan DIP Agreement contains customary mandatory
prepayment for the financing and others deemed by the Debtors and
the Term Loan DIP Lenders to be appropriate to the transactions,
including prepayments from proceeds of (i) asset sales, (ii)
insurance and condemnation proceeds, and (iii) equity or debt
issuances received by the Debtors.  Mandatory prepayments to the
Term Loan DIP Agent and/or the Term Loan DIP Lenders will result
in an permanent reduction of the Term Loan DIP Facility, until it
has been reduced to zero.

                   The Working Capital DIP Loans

Working Capital DIP Loans may be drawn during the period from and
including the February 5, 2010 closing date up to but excluding
the Working Capital DIP Termination Date.  The commitment to make
Working Capital DIP Loans under the Working Capital DIP Facility
will expire at the end of the Availability Period.

All obligations under the Working Capital DIP Facility will be due
and payable in full in cash on the ninth month anniversary of the
Closing Date.

The Working Capital DIP Loans will bear interest at LIBOR plus
6.50% per annum or at the Base Rate plus 5.00% per annum at the
Debtors' option.  In the event of default, the loans will bear
interest at an additional 2.00% per annum.

                          Cash Collateral

The Debtors will also use the Cash Collateral to provide
additional liquidity.  In exchange for the use of cash collateral,
the Debtors will grant adequate protection of the liens and
security interests to the Prepetition Working Capital Lenders, and
to the holders of the December 29, 2006 Secured Notes by and among
the Debtors and The Bank of New York Mellon Trust Company, N.A.,
as collateral trustee and as collateral agent.  Cash collateral
consisting of proceeds of Bank Priority Collateral coming into the
possession or control of the Debtors will be applied to reduce the
outstanding obligations under the Prepetition Working Capital Loan
Agreement.  Once the Prepetition Working Capital Loans have been
repaid in full, Working Capital DIP Loans may be repaid and
reborrowed.

                       About Neenah Enterprises

Headquartered in Neenah, Wisconsin, Neenah Enterprises, Inc. --
http://www.nfco.com/-- is the indirect parent holding company of
Neenah Foundry Company. Neenah Foundry Company and its
subsidiaries manufacture and market a wide range of iron castings
and steel forgings for the heavy municipal market and selected
segments of the industrial markets.  Neenah is one of the largest
independent foundry companies in the United States, with
substantial market share in the municipal and various industrial
markets for gray and ductile iron castings and forged steel
products.

The Company filed for Chapter 11 bankruptcy protection on
February 3, 2010 (Bankr. D. Del. Case No. 10-10360).  Edmon L.
Morton, Esq., and Kenneth J. Enos, Esq., assist the Company in its
restructuring effort.  The Company had $286,611,000 in total
assets against total liabilities of $449,435,000, resulting in
stockholder's deficit of $162,824,000.

The Company's affiliates -- NFC Castings, Inc.; Neenah Foundry
Company; Cast Alloys, Inc.; Neenah Transport, Inc.; Advanced Cast
Products, Inc.; Gregg Industries, Inc.; Mercer Forge Corporation;
Deeter Foundry, Inc.; and Dalton Corporation -- filed separate
Chapter 11 petitions.


NEXSTAR BROADCASTING: Reports $14 Million Net Income for Q4
-----------------------------------------------------------
Nexstar Broadcasting Group Inc. reported financial results for the
fourth quarter ended December 31, 2009.

Nexstar reported income from operations for the three months ended
December 31, 2009 of $14.1 million, compared with a $17.5 million
operating loss in the quarter ended December 31, 2008, which
included a $33.9 million impairment charge.  Broadcast cash flow
totaled $28.8 million in the fourth quarter of 2009 compared with
$34.7 million for the same period in 2008.  Adjusted EBITDA
totaled $24.7 million for the fourth quarter of 2009, compared
with $30.3 million in the fourth quarter of 2008.  Free cash flow
in the quarter ended December 31, 2009 was $13.1 million, compared
with $7.4 million in the comparable period of 2008.

The Company's total debt at December 31, 2009 was $670.4 million.
As defined in the Company's credit agreement, consolidated total
net debt was $495.7 at December 31, 2009.  This excludes
approximately $132.3 million of senior subordinated 7% PIK notes
as well as approximately $42.4 million of senior subordinated 12%
PIK notes.  As defined in the Company's credit agreement, the
Company's total leverage ratio at December 31, 2009 was 6.8x
compared to a total permitted leverage covenant of 8.75x.

Perry A. Sook, Chairman, President and Chief Executive Officer of
Nexstar Broadcasting Group, Inc., commented, "Highlighting the
benefits of our revenue diversification initiatives, Nexstar
generated strong fourth quarter financial results despite the
cyclical impact of significantly lower political advertising.
With the improving economy and the successful execution of our new
business development strategies, Nexstar generated a 6% year-over-
year increase in non political gross local spot revenue and an 11%
rise in non political gross national spot revenue.  Of note,
automotive related advertising rose on a quarterly sequential
basis throughout 2009 and in the fourth quarter improved by over
25% compared with the third quarter.  Although fourth quarter
automotive advertising revenue declined 7.7% from last year's
levels, Nexstar generated an overall increase in billings from its
top ten advertising categories in the 2009 fourth quarter.

"Reflecting further success in leveraging our core television
operations into new revenue streams, these gains were complemented
by continued significant double digit growth in fourth quarter
retransmission consent fee revenue which rose 62.0% to $6.4
million while e-MEDIA revenues rose 19.6% to $3.4 million, a
record level of quarterly revenue from this source.  In a year
when the majority of our broadcast TV peers experienced new media
revenue declines, the continued outsized growth of our e-Media
platform again validates our differentiated approach to this
business.  The 2009 fourth quarter represents our thirteenth
consecutive period of revenue growth from Nexstar's community web
portal strategy and 2009 e-MEDIA revenue posted a very solid 15%
gain over 2008.  In addition to the significant year-over year
revenue growth from these sources, Nexstar also recorded
approximately $0.7 million of management fee revenue in the 2009
fourth quarter.

"With our focus throughout 2009 on expense management, total
fourth quarter 2009 operating expenses declined approximately 6.3%
from the same period last year when excluding the impairment
charge.  Free cash flow of $13.1 million in the fourth quarter of
2009, a 78.1% rise over last year, benefited from reduced capital
expenditures related to the completion of digital television
conversion spending and a reduction in cash interest expense.

"We believe our fourth quarter results provide strong evidence
that we continue to be an industry leader in generating increases
in core advertising activity, an important industry metric,  and
this trend is extending into 2010 and will be reflected in the
first quarter results and throughout the year.  With the ad
environment improving and auto advertising increasing, Nexstar
expects a return to growth in 2010. Operating results will benefit
from increases in overall advertiser spending, the strength of the
Super Bowl and Olympic broadcasts, significant political revenue
and continued growth of revenue derived from retransmission
agreements, e-MEDIA, and management fees.  In addition, with
Nexstar's de-leveraging initiatives, streamlined operating and
cost structure and limited 2010 cap-ex commitments, we have
substantial operating leverage in our model and are confident that
Nexstar is well positioned to generate significant free cash flow
in 2010 which will be deployed for debt reduction and new value
creating initiatives."

A full-text copy of the company's fourth quarter results is
available for free at http://ResearchArchives.com/t/s?5851

                    About Nexstar Broadcasting

Nexstar Broadcasting Group, Inc., as of March 31, 2009, owned,
operated, programmed or provided sales and other services to 58
television stations, all of which were affiliated with the NBC,
ABC, CBS, Fox, MyNetworkTV, The CW, RTN and TVA television
networks, in markets located in New York, Pennsylvania, Illinois,
Indiana, Missouri, Texas, Louisiana, Arkansas, Alabama, Utah,
Massachusetts Florida, Montana and Maryland.  Through various
local service agreements, Nexstar provided sales, programming and
other services to stations owned or operated by independent third
parties.  Nexstar operates in one reportable television
broadcasting segment.

Nexstar is highly leveraged, which makes it vulnerable to changes
in general economic conditions.  Nexstar's ability to repay or
refinance its debt will depend on, among other things, financial,
business, market, competitive and other conditions, many of which
are beyond Nexstar's control.

According to the Troubled Company Reporter on Oct. 21, 2009,
Standard & Poor's Ratings Services said it affirmed its ratings on
Irving, Texas-based TV broadcaster Nexstar Broadcasting Group
Inc., including the 'B-' corporate credit rating.  The rating
outlook is stable.


NUTRACEA: Completes Sale of Cereal Ingredients Biz. to Kerry
------------------------------------------------------------
NutraCea completed the previously announced sale of NutraCea's
existing cereal ingredients business and certain related equipment
to Kerry Inc., a global food ingredients company on March 9, 2010
for $3.9 million.  In addition, NutraCea received $272,000 for
inventory related to its cereal ingredients business. A finder's
fee in the amount of $200,000 was paid from the purchase price.

At the closing, Kerry and NutraCea entered into a Toll Processing
agreement whereby until the earlier of (1) the date Kerry begins
production of cereal products using the assets purchased under the
sale or (2) October, 31, 2010, NutraCea will produce cereal
products for Kerry at NutraCea's Dillon, Montana plant.

NutraCea has also agreed that it will not process or sell certain
cereal products for a period of five (5) years from the date of
the closing.

W. John Short, Chairman and CEO, commented, "We are pleased to
have completed the sale of our cereal business to Kerry Inc.  It
represents a first but significant step in the execution of our
strategy aimed at selling non-core assets to pay down debt and
refocus on our core businesses of stabilized rice bran, defatted
rice bran, rice bran oil and nutraceutical and pharmaceutical
derivatives of SRB."

On November 10, 2009 NutraCea filed for court supervised
protection to restructure its operation under Chapter 11 of the US
Bankruptcy Code.

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.


NY TIMES: Moody's Changes Outlook to Stable; Affirms 'B1' Ratings
-----------------------------------------------------------------
Moody's Investors Service changed The New York Times Company's
rating outlook to stable from negative.  The rating outlook change
is based on Moody's expectation that a moderation of revenue
declines along with reductions in operating costs will stabilize
debt-to-EBITDA leverage (5.7x FY 2009 incorporating Moody's
standard adjustments and after buyouts) at a level below 6x and
Moody's view that the company has an adequate liquidity profile to
fund pension contributions over the next 12-18 months.  NY Times'
B1 Corporate Family Rating, B1 Probability of Default Rating and
SGL-3 speculative-grade liquidity rating are not affected.

Outlook Actions:

Issuer: New York Times Company (The)

  -- Outlook, Changed To Stable From Negative

Moody's expects NY Times' newspaper advertising revenue to fall in
the high single-digit range in 2010, but anticipates an economic
recovery will moderate the declines as the year progresses and
stabilize revenue in 2011.  Payments for severance and pension
withdrawal liabilities accrued in 2009 are likely to consume a
meaningful amount of NY Times' cash flow after interest, taxes and
capital spending in 2010.  Moody's nevertheless projects NY Times'
free cash flow will be sufficient to fund its planned
$60-80 million of largely voluntary 2010 qualified pension plan
contributions and the likely higher amount of required
contributions in 2011.

The SGL-3 speculative-grade liquidity rating reflects Moody's view
that the company has an adequate liquidity profile.  Moody's
expects that NY Times will be able to fund operating needs and
pension contributions over the next 12-15 months from cash and
projected free cash flow, but the cushion is not large relative to
the size of the company and potential risks to newspaper
advertising revenue.  The expiration of the $400 million revolver
in June 2011 also tempers the overall liquidity profile.  The
revolver is currently undrawn (except for $67 million of LCs) and
Moody's expects modest reliance on the facility in 2010 given the
timing of restructuring payments and pension contributions.
Moody's anticipates a smaller credit line can be negotiated, but a
refinancing is not factored into the SGL-3 rating.  NY Times has
no funded debt maturities until $75 million of MTNs expire in
September 2012.

The last rating action on NY Times was on April 24, 2009, when
Moody's downgraded the CFR, PDR and senior unsecured note ratings
to B1 from Ba3.

NY Times is a New York based media company with operations in
newspaper publishing and information services.  The company
operates The New York Times, the International Herald Tribune, The
Boston Globe, 15 other daily newspapers, and more than 50 Web
sites including NYTimes.com and About.com.  Revenue approximates
$2.4 billion for the FY 2009.


ORLEANS HOMEBUILDERS: NYSE Amex Intends to Suspend Firms Trading
----------------------------------------------------------------
Orleans Homebuilders, Inc., received a written notice from NYSE
Amex LLC (the "Exchange") stating that the Exchange intends to
suspend trading in the Company's common stock, apply to the
Securities and Exchange Commission (the "SEC") to delist the
common stock and to truncate the procedures regarding continued
listing evaluation and follow-up as specified in Section 1009 of
the NYSE Amex LLC Company Guide (the "Company Guide").

In particular, the written notice from the Exchange stated that
(i) as a result of the Company filing of a voluntary petition
under Chapter 11 of the United States Bankruptcy Code on behalf of
itself and a majority of its operating subsidiaries on March 1,
2010, the Staff has determined that the Company is financially
impaired and, as such, is not in compliance with Section
1003(a)(iv) of the Company Guide in that is has sustained losses
which are so substantial in relation to its overall operations or
its existing financial resources, and its financial condition has
become so impaired that it appears questionable, in the opinion of
the Exchange, as to whether the Company will be able to continue
its operations and meet is obligations as they mature; and (ii)
the Company is not in compliance with Section 134 and Section 1101
of the Company Guide because the Company failed to timely file its
Annual Report on Form 10-K for the fiscal year ended June 30, 2009
and its Quarterly Reports on Form 10-Q for the periods ended
September 30, 2009 and December 31, 2009.

The Exchange also indicated that, based upon the foregoing, the
Staff has concluded that it appears that it is appropriate to
initiate immediate delisting proceedings at this time. The Company
does not intend to appeal the Exchange's determination to delist
the Company's common stock and to apply to the SEC to delist the
Company's common stock.  The written notice from the Exchange
states that if the Company does not appeal the Staff Determination
by March 12, 2010, the delisting determination will become final,
the Exchange will suspend trading in the Company's common stock
and will submit an application to the SEC to strike the Company's
common stock from listing and regulation on the Exchange in
accordance with Section 12 of the Securities Exchange Act of 1934,
as amended, and rules promulgated thereunder.  After the Company's
common stock is delisted, the Company cannot predict whether any
trading market, including any over-the-counter trading market, for
the Company's common stock will develop or be sustained.

                   About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes, and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in the following 11
distinct markets: Southeastern Pennsylvania; Central and Southern
New Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Delaware Case No. 10-10684).

Curtis S. Miller, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell, is the Company's Delaware and
restructuring counsel.  Cahill Gordon & Reindell LLP is the
Company's bankruptcy and restructuring counsel.  Blank Rome LLP is
the Company's special corporate counsel.  FTI Consulting Inc. is
the Company's financial advisor.  BMO Capital Markets is the
Company's M&A advisor.  Lieutenant Island Partners is the
Company's M&A consultant.  The Company's claims and notice agent
is Garden City Group Inc.

The Company estimated its assets and liabilities at $100,000,001
to $500,000,000.


ORTHOFIX INTERNATIONAL: Moody's Retains 'B1' Corp. Family Rating
----------------------------------------------------------------
Moody's commented on Orthofix International NV, following the
announcement on March 9, 2010, of the divestiture of the vascular
business unit to Covidien for up to $19 million.  There are no
changes to the B1 Corporate Family Rating or the stable outlook,
however, Moody's expects the divestiture to improve headroom under
the company's financial covenants, thus improving the liquidity
profile.

The last rating action for Orthofix was on November 18, 2009 when
Moody's changed the rating outlook to stable from negative.

Orthofix is a provider of pre and post operative products to
address bone and joint health needs of patients.  Orthofix offers
surgical and non-surgical products primarily for the spine,
orthopedics and sports medicine markets.  The company reported
revenues of approximately $546 million for the twelve months ended
December 31, 2009.


PACIFIC LIFESTYLE: Can Use $1.7 Million DIP Loan Until June 30
--------------------------------------------------------------
The Hon. Paul B. Snyder of the U.S. Bankruptcy Court for the
Western District of Washington approved a stipulation among
Pacific Lifestyle Homes, Inc., Kevin and Nicki Wann, lender, and
the Official Committee of Unsecured Creditors, extending the DIP
loan maturity date until June 30, 2010.

The Debtor would use the money to pay, among other things,
property taxes, utility costs, maintenance costs and general
overhead with respect to the property.

On December 9, 2008, the Court authorized the Debtor to obtain
postpetition financing and granting liens, security interests and
super-priority administrative expense status to the DIP lender.
Pursuant to the terms of the DIP financing order, the lender
extended a $1,700,000 loan to the Debtor.

Based in Vancouver, Washington, Pacific Lifestyle Homes, Inc. is a
homebuilder throughout Southwest Washington and Northern Oregon.
The company filed for Chapter 11 relief on Oct. 16, 2008 (Bankr.
W.D. Wash. 08-45328).  Brian A. Jennings, Esq., at Perkins Coie
LLP, in Seattle; Jeanette L. Thomas, Esq., and Steven M. Hedberg,
Esq., at Perkins Coie LLP, in Portland, Oregon, represent the
Debtor in the Chapter 11 case.  John R. Knapp, Jr., Esq., at
Cairnross & Hempelmann PS, represent the official committee of
unsecured creditors.  When the Debtor filed for protection from
its creditors, it listed between $50 million and $100 million each
in assets and debts.


PANGLOBAL BRANDS: Shares Could Be Delisted From OTCBB
-----------------------------------------------------
Panglobal Brands Inc. announced March 10 that its shares may be
delisted from the Over the Counter Bulletin Board quotation
system. The delisting is pursuant to a notice that it is
ineligible for continued listing due to late periodic filings
three times in the past 24 months.  The Company has appealed the
ruling and has a hearing scheduled for Friday March 12, 2010.

If the Company's common stock is delisted, it will continue to be
available for trading under the ticker symbol of PNGB on the
Nasdaq Pink Sheets at
http://www.otcmarkets.com/pink/quote/quote.jsp?symbol=ispg.pk

The Company remains a reporting issuer and its periodic reports
are filed on the SEC's EDGAR system at
http://www.sec.gov/edgar/searchedgar/webusers.htm

If delisted, the Company expects to reapply for a listing on the
OTCBB when it becomes eligible to do so in 12 months.

                  About Panglobal Brands Inc.

Panglobal Brands, Inc. is committed to building a diverse stable
of apparel brands, capitalizing on opportunities to participate in
the hottest fashion trends as they happen. Our business strategy
is to create a balance with dynamic branded products and the
traditionally more stable private label apparel business by
selling branded products through specialty retailers and by
running a private label division catering to department store
chains. Our current brands include: SoSik, which represents
affordable fashions for the burgeoning junior market; Scrapbook
and Crafty Couture, which are aimed at the teen and junior markets
and features mix and match knits; and Haven, a value oriented
contemporary print dress label.

This strategy plus a management team with significant apparel
industry experience, enables Panglobal Brands to bring high-value
products to market at competitive price points.


PARK PLACE: Section 341(a) Meeting Scheduled for March 15
---------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Park Place at Metrowest Phases Four and Five, Ltd.'s Chapter 11
case on March 15, 2010, at 11:00 a.m.  The meeting will be held at
6th Floor Suite 600, 135 West Central Boulevard, Orlando, FL
32801.

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.

Orland, Florida-based Park Place at Metrowest Phases Four and
Five, Ltd., filed for Chapter 11 bankruptcy protection on
February 17, 2010 (Bankr. M.D. Fla. Case No. 10-02342).  Peter N.
Hill, Esq., at Wolff Hill McFarlin & Herron PA, 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.

The Company's affiliates -- Park Place at Metrowest Phases Six and
Seven, LTD, and Park Place at Metrowest Phase Three, LTD -- filed
separate Chapter 11 petitions.


PARK PLACE: Wants Wolff Hill as Bankruptcy Counsel
--------------------------------------------------
Park Place at Metrowest Phases Four and Five, Ltd., has sought
permission from the U.S. Bankruptcy Court for the Middle District
of Florida to employ Wolff, Hill, McFarlin & Herron, P.A., as
bankruptcy counsel.

WHM&H will, among other things:

     a. advise the Debtor concerning the operation of its business
        in compliance with Chapter 11 and orders of the Court;

     b. defend any causes of action on behalf of the Debtor;

     c. prepare applications, motions, reports, and other legal
        papers in the Debtor's Chapter 11 case; and

     d. assist in the formulation of a plan of reorganization and
        preparation of a disclosure statement.

Peter N. Hill, a shareholder of WHM&H, says that the Debtor has
agreed to pay the firm compensation for actual necessary services
rendered by the firm, based on the nature, the extent and the
value of the services, the time spent on the services, and the
cost of comparable services other than in the case.  WHM&H hasn't
agreed to share the compensation with any other entity, other than
with members or regular associates of WHM&H.

Peter N. Hill, a shareholder of WHM&H, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Orland, Florida-based Park Place at Metrowest Phases Four and
Five, Ltd., filed for Chapter 11 bankruptcy protection on
February 17, 2010 (Bankr. M.D. Fla. Case No. 10-02342).

The Company's affiliates -- Park Place at Metrowest Phases Six and
Seven, LTD, and Park Place at Metrowest Phase Three, LTD -- filed
separate Chapter 11 petitions.


PARK PLACE: Wants March 19 Deadline for Filing of Schedules
-----------------------------------------------------------
Park Place At Metrowest Phases Four And Five, Ltd., has asked the
U.S. Bankruptcy Court for the Middle District of Florida to
further extend the deadline for the filing of schedules of assets
and liabilities and statement of financial affairs until March 19,
2010.

On March 9, 2010, the Court granted the Debtor an extension until
March 10, 2010, to file the schedules and statements.  The Debtor
said that it was still compiling the information needed to
complete the schedules and statements within the allowed time.

Prior to the Petition Date, a receiver was appointed to take
possession of the property and records of the Debtor.  The Debtor
says that it is still working with the receiver.  According to the
Debtor, it requires additional time to gather the information
needed to file the schedules and statements.

Orland, Florida-based Park Place at Metrowest Phases Four and
Five, Ltd., filed for Chapter 11 bankruptcy protection on
February 17, 2010 (Bankr. M.D. Fla. Case No. 10-02342).  Peter N.
Hill, Esq., at Wolff Hill McFarlin & Herron PA, 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.

The Company's affiliates -- Park Place at Metrowest Phases Six and
Seven, LTD, and Park Place at Metrowest Phase Three, LTD -- filed
separate Chapter 11 petitions.


PATRICK GISLER: Files Schedules of Assets & Liabilities
-------------------------------------------------------
Patrick M. Gisler 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                   $7,095,000
B. Personal Property                 $927,700
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                    $16,194,930
E. Creditors Holding
   Unsecured Priority
   Claims                                               $289,803
F. Creditors Holding
   Unsecured Non-priority
   Claims                                             $1,258,669
                                  -----------          ---------
TOTAL                              $8,022,700        $17,743,402

Bend, Oregon-based Patrick M. Gisler -- dba Oregon Lifestyles
Realty Inc.; Gisler Management Inc.; Crawfords Trailer Park, Inc.
-- filed for Chapter 11 bankruptcy protection on January 11, 2010
(Bankr. D. Nev. Case No. 10-10299).  Timothy P. Thomas, Esq., at
the Law Offices Of Brian D. Shapiro, LLC, assists Mr. Gisler in
his restructuring effort.


PATRICK GISLER: Taps Brian D. Shapiro as Bankruptcy Counsel
-----------------------------------------------------------
Patrick M. Gisler has sought authorization from the U.S.
Bankruptcy Court for the District of Nevada to employ Brian D.
Shapiro, LLC, as bankruptcy counsel.

Brian D. Shapiro will:

     a. represent the Debtor with respect to all aspects of the
        bankruptcy case, including contested matters, formulation
        and confirmation of a plan of reorganization, preparation
        and approval of the disclosure statement, and any
        adversary proceedings;  and

     b. represent the Debtor with respect to review, analysis and
        defense of exemption matters.

Timothy P. Thomas, an attorney at Brian D. Shapiro, says that the
firm will be paid based on the hourly rates of its personnel:

        Timothy P. Thomas            $375
        Sarah Callahan               $125
        Senior Partners              $375
        Partners                     $300
        Associates                   $225
        Paralegals                   $125
        Law Clerk                    $100

Mr. Thomas assures the Court that Brian D. Shapiro is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Bend, Oregon-based Patrick M. Gisler -- dba Oregon Lifestyles
Realty Inc.; Gisler Management Inc.; Crawfords Trailer Park, Inc.
-- filed for Chapter 11 bankruptcy protection on January 11, 2010
(Bankr. D. Nev. Case No. 10-10299.  According to the schedules,
Mr. Gisler has assets of $8,022,700, and debts of $17,743,402.


PCS EDVENTURES: Promotes Robert Grover to President
---------------------------------------------------
PCS Edventures!.com Inc. promoted Robert Orson Grover to the
positions of President, Chief Operating Officer, and Chief
Technology Officer.  Mr. Grover's expanded oversight
responsibilities will include marketing, sales and product
development.  He will continue to be heavily involved in PCS'
international business initiatives.

"Robert has been a key part of our Company for over twenty years,"
noted Anthony A. Maher, Chairman, Chief Executive Officer, and
Acting Financial Officer of PCS Edventures!.com, Inc.  "The Board
and I have the utmost confidence in his abilities to execute these
expanded responsibilities in a professional and highly effective
manner."

"The assumption of these additional responsibilities by Robert
will allow PCS to more effectively address the evolving nature of
the educational market landscape," continued Maher.  "PCS products
and services are designed to allow students to develop, in a fun
and interesting way, the critical thinking skills necessary to
succeed in the 21st Century workplace.  The consolidation of our
operational activities under one President/COO/CTO will allow me
to focus my attention, as CEO, upon longer-term strategic
initiatives, the evaluation of acquisition opportunities,
financial planning and expanding our relationships within the
investment community."

Mr. Grover was one of the Company's original founding employees
and over the past twenty years has been responsible for product
development and technology initiatives.  A lifelong native of
Idaho, he is a Boise State University alumnus, where he earned an
AAS degree in Management and a BA degree in English.

                    About PCS Edventures!.com

Boise, Idaho-based PCS Edventures!.com, Inc. (OTC BB: PCSV) --
http://www.edventures.com/-- is engaged in the design,
development and delivery of educational learning labs bundled with
related technologies and programs to the K-12 market worldwide.
The PCS suite of products ranges from hands-on learning labs in
technology-rich topics in Science, Technology, Engineering and
Math (STEM) to services rich in imagination, innovation, and
creativity.  PCS programs operate in over 6,000 sites in all 50
United States as well as in 17 countries internationally.

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $1,381,676, total liabilities of $721,417,
and total stockholders' equity of $660,259.

                       Going Concern Doubt

For the nine months ended December 31, 2009, the Company had a net
loss of $1,455,405 on total revenues of $1,841,608, as compared to
a net loss of $1,024,586 on total revenues of $2,315,747 for the
same period in the prior year.

The Company said its established sources of revenues are not
sufficient to cover the Company's operating costs.  Although the
Company has positive working capital, it has accumulated
significant losses.  "The combination of these items raises
substantial doubt about its ability to continue as a going
concern."


PCS EDVENTURES: Cecil Andrus Retires from Board of Directors
------------------------------------------------------------
PCS Edventures!.com, Inc. said that Cecil D. Andrus is leaving its
Board of Directors.

Mr. Andrus advised the Company that he is retiring for personal
reasons and not because of any disagreement with the Company
concerning its operations, policies or practices.  Mr. Andrus
stated, "I have gladly devoted time and effort over the years to
help the Company fulfill its commitment to enhance the education
of children in the U.S. and other countries.  I also recognize the
tremendous opportunity this represents for building shareholder
value and feel the Company is now well on its way to profitability
and financial success.  I have complete confidence in the
Company's management to continue its mission."

"Mr. Andrus has given PCS a decade and half of dedicated service,"
noted Anthony A. Maher, Chairman, Chief Executive Officer, and
Acting Financial Officer of PCS Edventures!.com, Inc.  "Our
Company has benefited from his wise counsel, and we will miss his
direct style and insight."

Governor Andrus joined the PCS Board of Directors in November
1995, following his retirement from public service in January of
that year.  Previously, Mr. Andrus had served as Governor of the
state of Idaho, the only person elected Governor of the state four
different times.  Mr. Andrus also served as the Secretary of the
Interior in the Carter Administration, the first Idahoan to serve
in a Presidential Cabinet.  After leaving public service, Mr.
Andrus founded and now directs the Andrus Center for Public Policy
at Boise State University.

In addition, Mr. Andrus is a former Director of Albertsons and
KeyCorp and a former Director of The Coeur D'Alene Mines and
Rentrak Corp. He also serves "Of Counsel" to the Gallatin Group, a
public affairs and corporate analysis firm.

                    About PCS Edventures!.com

Boise, Idaho-based PCS Edventures!.com, Inc. (OTC BB: PCSV) --
http://www.edventures.com/-- is engaged in the design,
development and delivery of educational learning labs bundled with
related technologies and programs to the K-12 market worldwide.
The PCS suite of products ranges from hands-on learning labs in
technology-rich topics in Science, Technology, Engineering and
Math (STEM) to services rich in imagination, innovation, and
creativity.  PCS programs operate in over 6,000 sites in all 50
United States as well as in 17 countries internationally.

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $1,381,676, total liabilities of $721,417,
and total stockholders' equity of $660,259.

                       Going Concern Doubt

For the nine months ended December 31, 2009, the Company had a net
loss of $1,455,405 on total revenues of $1,841,608, as compared to
a net loss of $1,024,586 on total revenues of $2,315,747 for the
same period in the prior year.

The Company said its established sources of revenues are not
sufficient to cover the Company's operating costs.  Although the
Company has positive working capital, it has accumulated
significant losses.  "The combination of these items raises
substantial doubt about its ability to continue as a going
concern."


PENN TRAFFIC: Hilco Denied $300,000 Breakup Fee
-----------------------------------------------
Bill Rochelle at Bloomberg News reports that the Bankruptcy Court
has refused to grant Hilco Merchant Resources LLC a $300,000
breakup fee under a proposal to liquidate 57 stores owned by
supermarket operator Penn Traffic Co.  Before the Hilco agreement
could be approved by the bankruptcy judge, a better offer to
acquire nearly all the stores as a going concern was received from
Tops Markets LLC.

Tops Markets acquired substantially all of the assets of Penn
Traffic for $85 million.  Tops Markets also agreed to take on
another $70 million in related costs.  The sale to Tops was
completed this month.

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Del. Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory W.
Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the
Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PERSONALITY HOTELS: Files for Chapter 11 in San Francisco
---------------------------------------------------------
Personality Hotels III LLC, the owner of Hotel Frank and Vertigo
Hotel in San Francisco, filed for Chapter 11 on March 10 (Bankr.
N.D. Calif. Case No. 10-30804)

Personality Hotels III listed $10 million to $50 million in assets
and $50 million to $100 million in debt in its petition.

Bloomberg News reports that Personality Hotels owns four other
hotels and is San Francisco's largest boutique hotel operator.
Personality Hotels spent $10 million renovating Hotel Frank and
$5 million on renovating Vertigo Hotel, named after the Alfred
Hitchcock movie.

Three San Francisco-based hotel operators have filed for
bankruptcy this week.  On March 9, Majestic LLC, owner of Hotel
Majestic, filed a Chapter 11 petition (Bankr. N.D. Calif. Case No.
10-30787).  Hotel Metropolis II LLC, the owner of Metropolis Hotel
in San Francisco, filed a bankruptcy petition March 10 (Bankr.
N.D. Calif. Case No. 10-30802).  Both Personality Hotels and Hotel
Metropolis II are represented by Edward C. Singer, Esq., at Lemi
Group Legal Department.


PRESTIGE BRANDS: Moody's Affirms 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Prestige Brands, Inc.'s debt
ratings, including the company's corporate family rating of B1.
Moody's also assigned new ratings to the company's proposed
$180 million bank facilities and proposed $150 million senior
unsecured debt offering of Ba2 and B3, respectively.  Moody's also
upgraded the company's speculative liquidity rating to SGL-2 from
SGL-3 due to the improved liquidity profile as a result of the
proposed refinancing.  All existing ratings will be withdrawn upon
the completion of the refinancing and Moody's satisfactory review
of final documentation.  The outlook remains stable.

The affirmation of the Prestige's ratings and stable outlook
reflect the company's diverse portfolio of leading niche brands;
its high margins; its flexible outsourced business model; and its
low-capital expenditure requirements.  "Prestige's financial and
operating performance continues to perform relatively well amidst
a difficult economic environment with relatively strong credit
metrics for a B1 issuer," says Moody's Vice President and Senior
Credit Officer Janice Hofferber.  The proposed refinancing
improves Prestige's liquidity profile by extending the company's
debt maturities while restoring its revolving credit bank
facility, albeit at a lower committed amount.  "Prestige's ratings
however, will remain constrained by its relatively small scale,
participation in highly competitive segments in near-pharmacy like
categories and appetite for debt financed acquisitions needed to
supplement the company's relative low organic growth rate," adds
Ms. Hofferber.

These ratings of Prestige were affirmed (instrument ratings to be
withdrawn upon completion of the proposed transaction):

  -- Corporate Family Rating of B1

  -- Probability of Default Rating of B1

  -- $300 million senior secured term loan facility due 4/06/11 of
     Ba3 (LGD 3, 36%)

  -- $126 million 9 % senior subordinated notes due 4/15/12 of B3
     (LGD 5, 88%)

These ratings of Prestige were upgraded:

  -- Speculative Grade Liquidity rating to SGL-2 from SGL-3

These ratings of Prestige were assigned:

  -- $30 million senior secured revolving credit facility due 2015
     of Ba2 (LGD 2, 24%)

  -- $150 million senior secured term loan B due 2016 of Ba2 (LGD
     2, 24%)

  -- $150 million senior unsecured notes due 2018 of B3 (LGD 5,
     79%)

  -- Outlook is stable.

The last rating action regarding Prestige was on March 27, 2008,
when Moody's downgraded the company's speculative grade liquidity
rating to SGL-3 from SGL-2 and affirmed the company's long-term
ratings including its corporate family rating of B1 with a stable
outlook.

Prestige Brands, Inc., headquartered in Irvington, New York, is a
marketer of a broad portfolio of branded over-the-counter
healthcare products, household cleaning products, and personal
care products.  Key brands include Compound W, Chloraseptic,
Little Remedies, Clear Eyes, Murine, Wartner, New Skin, Comet,
Chore Boy, Spin and Span, and Cutex.  Total revenues for the last
12-month period ending December 31, 2009, were $299 million.


PRESTIGE BRANDS: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Irvington, New York-based Prestige
Brands Inc.  The outlook is stable.

At the same time, S&P assigned its 'BB' issue-level rating to
Prestige Brands Inc.'s proposed new $180 million senior secured
credit facility, which consists of a $30 million revolving credit
facility maturing in 2015, and a $150 million term loan maturing
in 2016.  The assigned issue-level rating is two notches higher
than the corporate credit rating on Prestige Brands.  The recovery
rating is '1', indicating S&P's expectation for very high (90%-
100%) recovery in the event of a payment default.

At the same time, S&P assigned its 'B+' issue-level rating (same
as the corporate credit rating) to Prestige Brands' proposed new
$150 million senior notes due 2018.  The recovery rating is '3',
indicating S&P's expectation for meaningful (50%-70%) recovery in
the event of a payment default.

Upon completion of the refinancing, S&P will withdraw the existing
ratings on the senior secured credit facility (term loan B
maturing in 2011) and the senior subordinated notes due 2012.

As of Dec. 31, 2009, the company had $324.3 million of debt
(adjusted for capitalized operating leases outstanding).

"The ratings on Prestige Brands Inc. reflect the company's
participation in the highly competitive consumer products
industry, where it competes with larger and better capitalized
companies," said Standard & Poor's credit analyst Jayne M.  Ross.
"The ratings also reflect Prestige Brands' lack of international
diversity in its product lines, and its leveraged financial
profile." The company has established brands with leading niche
market positions.  However, many of these brands compete with
those of much larger pharmaceutical and consumer products
companies with much greater resources for product development and
marketing.

Most of the company's brands have U.S. domestic concentrations and
have more of a niche focus.  Prestige Brands has acquired many of
these brands from larger competitors who underinvested in their
growth because of their limited potential to expand globally.  The
company's strategy is to develop new product innovations for these
brands and increase marketing.  Prestige Brands outsources
research and development and manufacturing to third parties,
although the company is involved in developing any new product
innovations.  While this helps reduce Prestige Brands' expenses,
it also potentially limits the company's control of new product
development.

S&P expects that Prestige Brands' debt leverage will remain below
4x and that the company will maintain its niche market positions.
S&P would consider a lower rating if the company does not maintain
adequate liquidity or if the company faces operating challenges
that result in total debt to EBITDA exceeding more than 5.5x.
This could result from a more than 15% sales decline and more than
a 300-basis-point drop in EBITDA margin.  S&P would consider a
negative outlook if the covenant cushion under its bank term loan
facility is less than 15%.  S&P would consider a positive outlook
or an upgrade if credit protection measures were to improve
further and be sustained, with total debt to EBITDA of less than
3x.  However, S&P does not think this is likely over the near term
as S&P expects that the company will be acquisitive and that
leverage will remain in the 3x to 4x range.


PRIMEDIA INC: Moody's Downgrades Corporate Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service lowered its ratings for PRIMEDIA Inc.,
including the company's Corporate Family Rating to B1 from Ba3, as
outlined below.  The downgrades are based on expectations that
revenue levels will remain below historical levels for some time
and that cash flow available for debt repayment will remain very
limited after restructuring expenses and dividends.  While the
company generates adequate levels of cash flow from ongoing
operations, a substantial portion continues to be dividended to
shareholders leaving only modest amounts for debt reduction.  The
resulting free cash flow to debt levels of approximately 3% on a
Moody's adjusted basis are weak and are expected to remain at
relatively low levels.  The rating outlook has been revised from
negative to stable.

The B1 rating reflects the strength of the company's apartment
listing business but is tempered by its leverage and post-dividend
cash flow coverage, particularly given PRIMEDIA's relatively small
scale and limited diversification.  While the company is
diversified geographically and across several brands, it derives
over 90% of its ad revenue from the apartment listing business.
The rating also reflects the competitive landscape in the
apartment listing business, notably the online apartment business,
which faces ongoing pressure from ebay owned, Rent.com, which is
the largest (by traffic) apartment listings provider.

PRIMEDIA has reduced expenses to address the reduced revenue
levels of the business, especially around its New Homes and
Distributech operations which have declined dramatically.  The
company has done a good job of aligning expense levels to the
revised size of the business, and operating margins have improved
as a result (note that company reported operating margins
increased to 28.2% in Q4 2009 from 23.6% in Q4 2008).  Overall
EBITDA remains at levels below historic periods but should show
some improvement as the company recognizes a full year of the cost
reductions.  Moody's also notes that, despite the difficult
economic environment, PRIMEDIA's apartment listing business only
experienced declines of 2.5%.  Nonetheless, free cash flow levels
remain weak after ongoing restructuring costs and dividends and
are expected to remain minimal over the near term.

These ratings were changed:

  -- Corporate Family Rating to B1 from Ba3

  -- Probability of Default Rating to B2 from B1

  -- Senior secured revolving credit facility due 2013 -- to B1
     LGD3, 30% from Ba3, LGD3, 35%

  -- Senior secured term loan B due 2014 -- to B1 LGD3, 30% from
     Ba3, LGD3, 35%

  -- Speculative Grade Liquidity rating -- SGL-2

  -- Rating Outlook to Stable from Negative

The last rating action occurred on January 26, 2009, when Moody's
changed PRIMEDIA's rating outlook to negative.  PRIMEDIA'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 the competitive position of the company versus others in its
industry, ii) the capital structure and the financial risk of the
company, iii) the projected financial and operating performance of
the company over the near-to-intermediate term, and iv)
management's track record and tolerance of risk.  These attributes
were compared against other issuers both within and outside of
PRIMEDIA's core industry and PRIMEDIA's ratings are believed to be
comparable to those of other issuers of similar credit risk.

Headquartered in Norcross, Georgia, PRIMEDIA reported sales of
$258 million for the fiscal year ended December 31, 2009.


RATHGIBSON INC: Wants May 19 Auction for Assets; Lead Bid at $93MM
------------------------------------------------------------------
RathGibson Inc. is seeking approval from the Bankruptcy Court for
a sale process where a creditor group will buy the assets absent
higher and better bids.

Pursuant to an Asset Purchase Agreement dated March 8, 2010,
RathGibson Acquisition Co., LLC, formed by a group comprised by
some of the existing secured lenders and holders of 70% of the
$209.5 million in 11.25% unsecured notes has offered to pay $93
million cash and assume certain liabilities in exchange for
RathGibson's assets.

The sale of the assets is an integral part of the Second Amended
Plan and consummation of the Plan is dependent upon consummation
of the sale.

To further market test the assets, RathGibson proposes to hold a
May 19 auction, with bids due May 12.  Each bidder is required to,
among other things (i) be prepared to consummate the sale on or
before June 16, following entry of the plan confirmation order,
and (ii) submit a $10 million deposit.

The sale would be approved as part of the approval of the
liquidating Chapter 11 plan at a May 21 confirmation hearing.

RathGibson Acquisition, as stalking horse bidder, will be entitled
to a break-up fee of $2.79 million and expense reimbursement of up
to $1 million in the event the Debtor consummates a sale with
another party.

The Court will hold a hearing on March 23 to consider approval of
the proposed sale process.  Objections are due March 18.

                       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.


RATHGIBSON INC: Amended Plan Calls for Asset Sale to Noteholders
----------------------------------------------------------------
RathGibson Inc. and its affiliates filed a modified Chapter 11
plan on March 8 incorporating a settlement with creditor groups
and calling for a sale of the business for $93 million cash to
noteholders, absent higher and better bids.

The sale of the assets is an integral part of the Second Amended
Plan and consummation of the Plan is dependent upon consummation
of the sale.  The asset purchase agreement with RathGibson
Acquisition Co., LLC, the entity formed by secured lenders and
holders of unsecured notes, requires confirmation of the Plan by
June 1.

Under the Plan, the Debtors intend to sell substantially all of
their assets, make distributions to holders of allowed claims and
certain equity interests, and effect the wind down of the estates.

According to the disclosure statement, recovery by interest and
claim holders would be as follows:

  -- Holders of DIP financing claims aggregating $83.6 million,
     administrative claims and fee claims will be paid
     in full in cash.  Holders of prepetition secured claims
     aggregating $53.29 million were paid from the proceeds of the
     DIP financing.

  -- Unless there is a higher offer at auction, holders of the
     unsecured notes owed a total of $209.5 million and other
     RathGibson unsecured creditors are expected to receive 1.2%
     on their claims.

  -- Holders of general unsecured claims totaling $209.25 million
     against debtor Greenville Tube Company (on account of its
     guarantee of the notes), are to recover a 0.2% dividend.

  -- Holders of $152.2 million of pay-in-kind notes issued by
     debtor RGCH Holdings Corp. will split $300,000, for a 0.2%
     recovery.

  -- Holders of interests in RathGibson, RGCH, and Greenville
     won't receive anything.  Holders of interests in RG Tube
     Holdings LLC will split $25,000 cash allocated to the class
     pursuant to the global settlement.

A hearing to consider approval of the revised disclosure statement
is scheduled for April 9, 2010, 2:00 p.m. (Eastern Time).  Ballots
will be sent to creditors after the revised Disclosure Statement
is approved.  Completed ballots must be returned by May 11.

The Debtor is targeting a May 21 confirmation hearing for the
Plan.  Objections are due May 11.

Lenders in the Chapter 11 case agreed to extend the maturity of
the loan to June 30, although the sale agreement requires
confirmation of the Chapter 11 plan by June 1.

Last year, RathGibson filed a plan and obtained approval of the
explanatory disclosure statement.  It was effectively dropped in
the face of objection from creditors of affiliates not dealt with
in the original reorganization.

A copy of the Second Amended Plan is available for free at:

    http://bankrupt.com/misc/RathGibson_2nd_Plan.pdf

A copy of the Second Amended Disclosure Statement is available for
free at:

    http://bankrupt.com/misc/RathGibson_2nd_DiscStatement.pdf

                       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.


REDPRAIRIE CORPORATION: Moody's Assigns 'B2' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned new ratings to RedPrairie
Corporation following the company's announcement that it has
agreed to be acquired by a private-equity sponsor New Mountain
Capital in a leveraged buyout for $526 million.  Ratings assigned
include B2 corporate family rating, B3 probability of default
rating, and B2 ratings to the proposed $240 million first-lien
senior secured term loan and the proposed $30 million revolving
credit facility.  The rating outlook is revised to positive.
Proceeds from the new credit facilities will be used to repay
obligations under its existing first and second lien facilities.
The acquisition of RedPrairie will be financed with the proceeds
from $240 million senior secured term loan and $322 million of
common equity from New Mountain Capital.  The transaction is
expected to close on March 24, 2010.

The change to positive ratings outlook reflects Moody's
expectations that the company should be able to demonstrate
positive sequential revenue growth in 2010, despite a decline in
revenues in FY 2009.  The change in outlook also reflects Moody's
expectation that RedPrairie should be able to reduce its financial
leverage by continuing to execute its business plan over the near
term, while sustaining its competitive position in the supply
chain management software market.  Moody's believes that the
company has demonstrated its ability to reduce cost, expand EBITDA
margins, and generate good positive free cash flow, even in a
difficult macroeconomic environment, which shows the resiliency of
its business model.

The affirmation of RedPrairie's B2 corporate family rating
reflects its strong product offerings and domain expertise in the
warehouse management, store operations and time & labor management
software space, as well as its growing presence in the
transportation management systems market.  Additionally, high
barriers-to-entry stemming from the business critical nature and
high switching costs of its products, coupled with its stable
recurring maintenance revenue streams and high-customer retention
rates, help mitigate some of the competitive pressures RedPrairie
may experience in the highly fragmented supply chain management
software market.  The CFR rating is constrained by the company's
high financial leverage, small scale relative to some larger and
better capitalized competitors, product revenue concentration
within warehouse management systems and large exposure to retail
and consumer-goods end-markets.

RedPrairie Corporation (NewCo)

These ratings and assessments were assigned to RedPrairie (NewCo):

* Corporate Family Rating -- B2

* Probability of Default Rating -- B3

* Proposed $30 million Senior Secured Revolving Credit Facility
  due 2015 -- B2 (LGD3, 34%)

* Proposed $240 million Senior Secured 1st Lien Term Loan due 2016
  -- B2 (LGD3, 34%)

The ratings outlook is positive.

All the ratings at RedPrairie (NewCo) are subject to the closing
of the transaction and Moody's review of final documentation.

RedPrairie Corporation (OLD)

Upon closing of the proposed transaction and repayment of existing
debt, Moody's will withdraw the ratings of RedPrairie (OLD)
including:

* Corporate Family Rating -- B2

* Probability of Default Rating -- B2

* $20 million Senior Secured Revolving Credit Facility due 2012 at
  B1, LGD3, 35%

* $170 million Senior Secured First Lien due 2012 at B1, LGD3, 35%

* $70 million Senior Secured Second Lien due 2013 at Caa1, LGD5,
  86%

The ratings could be upgraded to B1, if the company demonstrates
significant improvement in revenue growth while maintaining EBITDA
margins in 21%-23% range, growth in positive free cash flow and
debt paydown, such that its Adjusted Debt / EBITDA is below 4.0x
and Free cash flow / Debt is greater than 10% on a sustained
basis.

The ratings outlook could be revised to stable, if the company
experiences revenue decline and contraction in EBITDA margins and
free cash flow, such that the leverage on an adjusted Debt/EBITDA
basis is above 5.0x on a sustained basis.

Moody's last rating action was on January 23, 2007, when Moody's
affirmed RedPrairie's ratings following the company's announcement
of its intentions to offer a one-time debt financed $25 million
dividend to its equity sponsors.

Headquartered in Waukesha, Wisconsin, RedPrairie delivers
productivity solutions to help companies around the world in three
categories -- inventory, transportation and workforce.  RedPrairie
provides these solutions to manufacturers, distributors and
retailers.  The company generated revenues of approximately
$261 million in FY 2009.


REDPRAIRIE HOLDING: S&P Puts 'B' Rating on CreditWatch Developing
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B'
corporate credit rating on Waukesha, Wisconsin-based workforce,
inventory, and transportation productivity software provider
RedPrairie Holding Inc. on CreditWatch with developing
implications.  In addition, S&P assigned a 'B+' issue rating to
the company's proposed $240 million term loan, maturing 2016 and
its new $30 million revolver, maturing 2015.  S&P also assigned
'3' recovery ratings to the debt, indicating meaningful (50%-70%)
recovery in the event of a payment default.  S&P is not placing
the new rating on CreditWatch.

These actions reflect New Mountain Capital LLC's proposed
acquisition of the company.  If New Mountain completes its
acquisition, the new credit agreement resets covenant step-downs,
which are restrictive under the existing capital structure.

"Based on the resolution of these covenant concerns, as well as
recent positive operating trends," said Standard & Poor's credit
analyst Jennifer Pepper, "S&P would raise RedPrairie's corporate
credit rating to 'B+' upon completion of the acquisition." The
transaction very modestly levers up an improved balance sheet.  If
the transaction is not completed, near-term covenant concerns
would remain, and S&P could lower the rating.


RENEW ENERGY: Grain Co. Loses Appeal of $5M Claim Against Renew
---------------------------------------------------------------
Law360 reports that a federal judge has found for Renew Energy LLC
in an appeal by the receiver for Olsen's Mill Inc., who had
disputed a bankruptcy court's rejection of the grain company's
$5.4 million administrative claim for prepetition corn payments.

Headquartered in Jefferson, Wisconsin, Renew Energy LLC --
http://www.renewenergyllc.com/-- operates an ethanol plant
facility.  The Company filed for Chapter 11 on January 30, 2009
(Bankr. W.D. Wis. Case No. 09-10491).  Christopher Combest, Esq.,
at Quarles & Brady LLP, represents the Debtor in its restructuring
efforts.  William T. Neary, the United States Trustee for Region
11, appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  The Debtor disclosed $188,953,970 in total
assets and $194,410,573 in total debts.


RESERVE GOLF: To Sell Assets to McConnell Golf
----------------------------------------------
Alan Blondin at The Sun News says Reserve Golf Club is expected to
sell its assets to McConnell Golf as part of a reorganization
plan.  Inactive and resigned club members have filed an objection
in attempt to delay the sale.

McConnell, through the limited liability subsidiary company
Reserve Golf Club Acquisition LLC, is offering $522,705 plus a
commitment to infuse significant new capital to fund capital
improvements and offset reported negative cash flow from club
operations.

The sale price includes $456,454 in existing debts to vendors and
lenders that McConnell Golf would absorb, an escrow account of
$66,250 to be shared by current and resigned members who choose
not to join under McConnell Golf, and $1 for the sellers,
according to report.

The proposed sale stipulates that members who resign their
memberships and inactive members who decline new memberships in
writing are eligible to share in an escrow account totaling
$66,250.

Based in Pawleys Island, South Carolina, Reserve Golf Club of
Pawleys Island LLC operates a golf course club.  The company filed
for Chapter 11 protection on December 4, 2009 (Bankr. D. S.C. Case
No.09-09116).  G. William McCarthy, Jr., Esq., represents the
Debtor in its restructure efforts.  The company listed assets of
between $1 million and $10 million, and debts of between $100,000
to $500,000.


RIVIERA HOLDINGS: Moody's Withdraws 'D' Default Rating
------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Riviera
Holdings Corporation for business reasons.

These Riviera ratings were withdrawn:

  -- Probability of Default Rating at D

  -- Corporate Family Rating at Ca

  -- $20 million senior secured revolver expiring 2012 at Ca (LGD
     3, 48%)

  -- $225 million senior secured term loan due 2014 at Ca (LGD 3,
     48%)

Moody's previous rating action related to Riviera occurred on
April 3, 2009 when Moody's downgraded the company's Probability of
Default Rating to D, among other things.

Riviera Holdings Corporation owns and operates the Riviera Hotel
and Casino on the Las Vegas Strip and the Riviera Black Hawk
Casino in Black Hawk, Colorado.  Riviera generates annual net
revenue of approximately $180 million.


ROVI CORPORATION: Moody's Raises Rating on Senior Loan From 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service revised Rovi Corporation's ratings
outlook to positive from stable and upgraded the senior secured
term loan to Baa3 from Ba1.  Concurrently, Moody's affirmed Rovi's
corporate family rating at Ba3, probability of default rating at
Ba3, and speculative-grade liquidity rating at SGL-2.

The change in ratings outlook to positive reflects Rovi's improved
credit metrics following substantial debt repayments over the last
twelve months, and expectations of continued modest growth in
revenues and profitability, and strong free cash flow generation.
The upgrade of the senior secured term loan to Baa3 reflects the
reduced proportion of secured term loan borrowings in Rovi's
capital structure following the repayment of an additional
$50 million of the facility.

Moody's notes that the company is in the process of issuing
$400 million convertible senior notes.  One of the uses of the
proceeds will be to repay the entire balance outstanding under
senior secured term loan.  On the closing of this transaction,
Moody's will withdraw all the ratings of Rovi Corporation, as per
Moody's withdrawal policy.

This rating has been upgraded:

  -- $157 million ($550 million originally) senior secured term
     loan due 2013 to Baa3 (LGD2, 15%) from Ba1 (LGD2, 20%)

These ratings are unchanged:

  -- Corporate family rating: Ba3
  -- Probability of default rating: Ba3
  -- Speculative grade liquidity rating: SGL-2
  -- Ratings outlook is positive

The Ba3 corporate family rating is driven by Rovi's solid
recurring revenues from the licensing of its strong portfolio of
patents spanning copy protection and interactive program guides.
The licenses generate strong cash flows which have exhibited good
growth in recent years.  The rating is also supported by
management's financial policies which are focused on reducing debt
while also maintaining strong cash balances.  As of December 31,
2009, the company's debt leverage as measured by adjusted Debt /
EBITDA was 2.5x and had an unrestricted cash balance of
$272 million.  Additionally, the rating incorporates the concern
that both the copy protection and the interactive program guide
sectors are evolving fairly rapidly, particularly as web based
viewing becomes more prevalent, and the current patent portfolio
may become less relevant over the next five years.

Moody's most recent rating action was on May 12, 2009, when
Moody's revised Rovi's senior secured term loan rating to Ba1 from
Ba2 and senior unsecured notes rating to Ba3 from B1.

Headquartered in Santa Clara, California, Rovi Corporation has a
leading patent portfolio of copy protection technology and
interactive program guides.  Fiscal year 2009 revenues were
approximately $484 million.


ROVI CORPORATION: S&P Gives Positive Outlook; Affirms 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Santa Clara, California based Rovi Corporation to positive from
stable.  At the same time, S&P affirmed its 'BB-' corporate credit
rating on the company.

In addition, S&P revised its recovery rating on Rovi's existing
unsecured convertible debt to '3', indicating its expectation of
meaningful (50% to 80%) recovery for debtholders in the event of a
payment default, from '6'.  S&P raised its issue-level rating on
the debt to 'BB-' -- at the same level as its 'BB-' corporate
credit rating on the company -- from 'B', in accordance with its
notching criteria for a '3' recovery rating.

Ratings on all existing debt other than the convertible notes were
affirmed along with the corporate credit rating.

Rovi also plans to offer $400 million of privately placed Rule
144A convertible bonds due 2040, which Standard & Poor's will not
rate.

"The outlook revision is based on Rovi's strong operating
performance despite the recession and associated challenges facing
the economy," noted Standard & Poor's credit analyst Andy Liu.

In the fourth quarter of 2009, Rovi grew its sales 17% year over
year, and EBITDA increased 28.6%.  The company had double-digit
contributions from each of its two main segments: service
providers and consumer electronics manufacturers.  SP segment
sales grew 22.6%, as the company continues to benefit from digital
cable conversion and increases in international licensees.  CE
segment sales grew 14.5%, benefiting from a higher shipment of
products incorporating the company's interactive programming guide
(IPG) and patent/product licensing.  Standard & Poor's believes
that both operating segments will enjoy good growth over the
intermediate term as connectivity increases between various
hardware and platforms, creating a greater need for guidance
products, such as Rovi's IPG.

Rovi has proposed an issuance of $400 million convertible bonds
due 2040 in a private placement.  The company plans to use
$159.5 million of proceeds to retire its existing secured debt, up
to $100 million for share repurchases, up to $75 million to retire
a portion of its existing convertible debt, and the remainder for
general corporate purposes.  The debt offering will raise Rovi's
pro forma debt leverage to 3.0x at the end of 2009, from an actual
level of 2.3x.  The $100 million share repurchase represents the
largest share repurchase by the company since November 2008.
S&P's view is that without the restraints imposed by financial
covenants on the secured debt, Rovi will likely pursue share
repurchases more actively than in the past.  S&P still believe,
however, that the company will try to reduce its total amount of
debt outstanding, though not at the same pace as in the recent
past.

The 'BB-' corporate credit rating reflects Rovi's narrow business
platform, technology risk, exposure to product lifecycles, and
moderate debt leverage.  High barriers to entry afforded by the
company's patent portfolio, the strong market position in its
niche markets, and a good EBITDA margin are positive factors.


SARATOGA SHOE: Closes Shop After Six Months in Bankruptcy
---------------------------------------------------------
Larry Rulison, business writer at Times Union, reports that
Saratoga Shoe Depot has closed six months after it filed for
Chapter 11 bankruptcy protection.  Difficulty getting financing
for inventory at both the Delmar and original Saratoga Springs
locations prompted the decision to close.

Saratoga Springs, New York-based Saratoga Shoe Depot, Inc., sells
shoes, apparel, and accessories for women, men, and children.  The
company filed for Chapter 11 protection in August 27, 2009 (Bankr.
N.D. N.Y. Case No.09-13175).  Francis J. Brennan, Esq., at Nolan &
Heller, LLP, represents the Debtor.  The company listed assets of
less than $50,000, and debts of between $1 million and $10
million.


SCHWAB INDUSTRIES: Gets Interim Okay to Obtain DIP Financing
------------------------------------------------------------
Schwab Industries, Inc., et al., sought and obtained interim
authorization from the Hon. Russ Kendig of the U.S. Bankruptcy
Court for the Northern District of Ohio to obtain postpetition
secured superpriority financing from EFO Financial Group, LLC.

The DIP lenders have committed to provide up to $18,308,655, which
will consist of advances in three faces: (i) an emergency advance
of $3,500,000 to be made upon the entry of the interim order of
the Court authorizing the Loan; (ii) a second advance of
$3,500,000 to be made after entry of the interim order authorizing
the loan; and (ii) a third and final advance of $18,308,655 to be
made after the entry of the interim order and the completion of a
full due diligence review.

Lawrence E. Oscar, Esq., and Daniel A. DeMarco, Esq., at Hahn
Loeser & Parks LLP, the attorneys for the Debtors, explained that
the Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

The DIP facility will mature 12 months from the closing of the
emergency advance of the Loan.  The DIP facility will incur
interest at 12% per annum.  In the event of default, Debtors will
pay an additional 8% default interest per annum.

The Debtors' obligations under the DIP facility are secured by a
first priority mortgage lien on all of the real property owned by
the Debtors and a first priority lien on all other property
interests of the Debtor.  The Lender will also receive an allowed
superpriority administrative expense.

The DIP lien is subject to a carve-out of up to $250,000 for
U.S. Trustee and Clerk of Court fees, fees payable to professional
employed in the Debtors' case, and fees of the committee in
pursuing actions challenging the DIP Lenders' lien.

The Debtors are required to pay a host of fees to EFO Financial,
including:

     a. commitment fee -- 2% of the emergency advance, interim
        advance and final advance to be paid from the proceeds of
        the advances;

     b. exit fee -- 2% of the maximum loan amount payable upon
        maturity of the Loan; and

     c. loan servicing fee -- 1.1% of the maximum principal amount
        of each Advance, due and fully earned at the closing; and


     d. unused line fee -- calculated on the basis of 35 basis
        points per month of the principal amount of the Loan which
        hasn't been advanced commencing 30 days after entry of the
        final order.

More information on the Loan is available for free at:

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

The Court has set a final hearing for March 17, 2010, at
10:00 a.m., EDT, on the Debtors' request to obtain DIP financing.

                     About Schwab Industries

Dover, Ohio-based Schwab Industries, Inc., produces, supplies and
distributes ready-mix concrete, concrete block, cement and related
supplies to commercial, governmental and residential contractors
throughout Northeast Ohio and Southwest Florida.

The Company filed for Chapter 11 bankruptcy protection on
February 28, 2010 (Bankr. N.D. Ohio Case No. 10-60702).  The
Company estimated its assets and liabilities at $50,000,001 to
$100,000,000.


SL GREEN: Offers Up to $250MM Aggregate Principal Amount of Notes
-----------------------------------------------------------------
SL Green Realty Corp. has commenced a cash tender offer to
purchase up to $250,000,000 aggregate principal amount of the
outstanding 3.000% Exchangeable Senior Notes due 2027 issued by
the Company's operating partnership, SL Green Operating
Partnership, L.P., and the outstanding 4.000% Exchangeable Senior
Debentures due 2025 (the "4.000% Notes"), 5.150% Notes due 2011
(the "5.150% Notes") and 5.875% Notes due 2014 (the "5.875% Notes,
and together with the 3.000% Notes, the 4.000% Notes and the
5.150% Notes, the "Notes") issued by Reckson Operating
Partnership, L.P. ("Reckson"), a wholly-owned subsidiary of SL
Green OP, in each case at a purchase price per $1,000 principal
amount as set forth in the table below. The Tender Offer will
expire at 12:00 midnight, New York City time, on April 7, 2010,
unless extended with respect to any series of Notes (as such time
and date may be extended, the "Expiration Date") or earlier
terminated by the Company.  The Tender Offer is being made
pursuant to the Offer to Purchase dated March 11, 2010, the
accompanying Letter of Transmittal and, with respect to the
Exchangeable Notes, the Company's Schedule TO, which have been
filed with the Securities and Exchange Commission and more fully
set forth the terms and conditions of the Tender Offer.

In order to receive the Total Consideration set forth in the table
above, holders of 5.150% Notes and 5.875% Notes (together, the
"Non-Exchangeable Notes") must validly tender and not validly
withdraw their Non-Exchangeable Notes at or prior to 5:00 p.m.,
New York City time, on March 24, 2010, unless extended with
respect to either series (such date and time, as the same may be
extended with respect to either series, the "Early Tender Date").
In the case of each series of Non-Exchangeable Notes, the Total
Consideration includes an early tender premium of $30 per $1,000
principal amount of 5.150% Notes and 5.875% Notes (the "Early
Tender Premium").  Holders of Non-Exchangeable Notes validly
tendering their Notes after the Early Tender Date and on or prior
to the Expiration Date and not validly withdrawing such Notes will
only be eligible to receive the applicable Tender Offer
Consideration set forth in the table above, which is equal to the
applicable Total Consideration minus the applicable Early Tender
Premium.  Holders of 3.000% Notes and 4.000% Notes (together, the
"Exchangeable Notes") that validly tender and do not validly
withdraw their Notes on or prior to the Expiration Date will
receive a Total Consideration equal to the applicable Tender Offer
Consideration set forth in the table above.  The amount of each
series of Notes that will be purchased in the offer will be based
on the maximum purchase amount of up to $250,000,000 aggregate
principal amount of Notes (the "Maximum Purchase Amount"), the
order of priority for such series of Notes set forth in the table
above (the "Acceptance Priority Level") and with respect to the
3.000% Notes and 5.875% Notes, the maximum purchase sublimits
("Maximum Purchase Sublimits"), as more fully described in the
Offer to Purchase.  The Maximum Purchase Sublimit for the 3.000%
Notes is $100,000,000 aggregate principal amount and the Maximum
Purchase Sublimit for the 5.875% Notes is $50,000,000 aggregate
principal amount.  The Maximum Purchase Amount and the Maximum
Purchase Sublimits are subject to increase at the discretion of
the Company.

As described in the Offer to Purchase, holders of Exchangeable
Notes may withdraw the tender of their Exchangeable Notes at any
time on or prior to the Expiration Date.  Holders of Non-
Exchangeable Notes may withdraw the tender of their Non-
Exchangeable Notes at any time prior to 5:00 p.m., New York City
time, on March 24, 2010, unless extended by the Company with
respect to any series of such Notes.  Validly withdrawn Notes may
be re-tendered at any time prior to the Expiration Date. The
Tender Offer is conditioned on the completion of the previously
announced senior notes offering by Reckson, and SL Green OP and
the Company, as co-obligors, on terms satisfactory to the Company,
which will be subject to customary closing conditions, and is
subject to the satisfaction or waiver of certain other conditions
set forth in the Offer to Purchase.  The Tender Offer is not
conditioned on the tender of a minimum principal amount of any
series of Notes.  The Company may amend, extend or, subject to
certain conditions, terminate the Tender Offer with respect to any
series of Notes at any time.

The Company will pay the applicable Total Consideration or Tender
Offer Consideration, as the case may be, plus accrued and unpaid
interest in respect of any Notes accepted for purchase in the
Tender Offer up to, but not including, the date of payment for the
Notes, which is expected to be the next business day following the
Expiration Date.

The senior notes being issued by Reckson, and SL Green OP and the
Company, as co-obligors, have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or
applicable state securities laws, and may not be offered or sold
in the United States without registration or an applicable
exemption from the registration requirements of the Securities Act
and applicable state securities laws.  The senior notes will be
offered only to qualified institutional buyers pursuant to Rule
144A under the Securities Act and to persons outside the United
States pursuant to Regulation S under the Securities Act.

The Company has engaged Citi, BofA Merrill Lynch and Deutsche Bank
Securities to act as dealer managers for the Tender Offer.  The
Company has engaged Global Bondholder Services Corporation to act
as information agent and depositary for the Tender Offer.

                          About SL Green

SL Green Realty Corp. is a self-administered and self-managed real
estate investment trust, or REIT, that predominantly acquires,
owns, repositions and manages Manhattan office properties. The
Company is the only publicly held REIT that specializes in this
niche. As of December 31, 2009, the Company owned interests in 29
New York City office properties totaling approximately 23,211,200
square feet, making it New York's largest office landlord. In
addition, at December 31, 2009, SL Green held investment interests
in, among other things, eight retail properties encompassing
approximately 374,812 square feet, three development properties
encompassing approximately 399,800 square feet and two land
interests, along with ownership interests in 31 suburban assets
totaling 6,804,700 square feet in Brooklyn, Queens, Long Island,
Westchester County, Connecticut and New Jersey.

As reported in the Troubled Company Reporter on February 8, 2010,
Fitch Ratings has affirmed the Issuer Default Rating of SL Green
Realty Corp. and its subsidiaries SL Green Operating Partnership,
L.P., and Reckson Operating Partnership, L.P.:

SL Green Realty Corp.

  -- IDR at "BB+";
  -- Perpetual preferred stock at "BB-".

SL Green Operating Partnership, L.P.

  -- IDR at "BB+";
  -- Revolving credit facility at "BB+";
  -- Convertible unsecured notes at "BB+".

Reckson Operating Partnership, L.P.

  -- IDR at "BB+";
  -- Senior unsecured notes at "BB+"
  -- Convertible unsecured notes at "BB+".


SONIC AUTOMOTIVE: Prices $210MM Sr. Sub. Notes at 99.299% of Par
----------------------------------------------------------------
Sonic Automotive, Inc. on March 10 announced the pricing of its
private offering of $210 million in aggregate principal amount of
9.0% Senior Subordinated Notes due 2018 to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933 and
in offshore transactions pursuant to Regulation S under the
Securities Act.  The notes will be guaranteed by all of the
Company's operative domestic subsidiaries.  The notes were priced
at 99.299% of par, resulting in a yield to maturity of 9.125%.
This offering is expected to close on March 12, 2010, subject to
the satisfaction or waiver of customary closing conditions. The
net proceeds of this offering will be used to redeem a portion of
the Company's 8 5/8% Senior Subordinated Notes due 2013.

The notes and the related guarantees have not been registered
under the Securities Act or applicable state securities laws and
may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities
laws.

                     About Sonic Automotive

Sonic Automotive, Inc., a Fortune 300 company based in Charlotte,
N.C., is the nation's third-largest automotive retailer, operating
145 franchises. Sonic can be reached on the web at
http://www.sonicautomotive.com/

                         *     *     *

As reported by the TCR on March 11, 2010, 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.


SOUTHEAST TELEPHONE: Has Until March 15 to File a Chapter 11 Plan
-----------------------------------------------------------------
The Hon. Joseph M. Scott, Jr. of the U.S. Bankruptcy Court for the
Eastern District of Kentucky, in a bridge order, extended
SouthEast Telephone, Inc.'s exclusive periods to file its
Chapter 11 plan and an explanatory disclosure statement until
March 15, 2010.

As reported in the Troubled Company Reporter on January 28, 2010,
the Debtor requested for a Plan filing extension until March 29,
2010, and in soliciting acceptances of that Plan until May 29,
2010.

Pikeville, Kentucky-based SouthEast Telephone, Inc., operates a
telecommunication business.  The Company filed for Chapter 11 on
Sept. 28, 2009 (Bankr. E.D. Ky. Case No. 09-70731).  Jamie L.
Harris, Esq., and Laura Day DelCotto, Esq., at Wise DelCotto PLLC,
represent the Debtor in its restructuring effort.  In the Debtor's
schedules, it said it has assets of at least $15,573,655, and
total debts of $31,423,707.


SPANSION INC: Esopus, et al., Object to ChipMOS's $300 Mil. Claim
-----------------------------------------------------------------
Esopus Creek Value L.P., Plainfield Special Situations Master
Fund II, Limited, Plainfield Liquid Strategies Master Fund
Limited and Plainfield OC Master Fund Limited, in their
capacities as holders of convertible notes of Spansion, Inc.,
oppose the claim filed on March 13, 2009, by ChipMOS Technologies,
Inc., identified as Claim No. 5, which asserts a $305,620,348
unsecured claim.

On September 15, 2005, ChipMOS and Spansion entered into an
Assembly and Test Services Agreement whereby ChipMOS provided
wafer sort services to Spansion, subject to certain payment and
credit terms.

In a letter dated January 19, 2009, ChipMOS gave Spansion notice
of alleged breach and notice of intention to terminate the
Services Agreement arising from $18,078,843 that ChipMOS claimed
was in default under the terms of the Services Agreement.

On February 3, 2009, ChipMOS reiterated its intent to terminate
the Services Agreement, asserting that Spansion owed $28,913,767
for services rendered, and acknowledged receipt of a letter from
Spansion dated January 29, 2009, in which Spansion alleged ChipMOS
had breached the Services Agreement and engaged in tortuous
interference under Taiwanese law.

ChipMOS terminated the Services Agreement on February 19, 2009,
and demanded payment of $72,813,971 in accounts receivable and a
damages claim of $233,764,869 based on ChipMOS' calculation of
the "sum of payments for minimum capacity requirements for each
statement of work."

ChipMOS filed its Proof of Claim regarding the Receivables Claim
and the Damages Claim, with a stated total unsecured claim of
$305,620,348 on March 13, 2009.

On January 25, 2010, ChipMOS filed with the Court a notice of
transfer of a portion of the ChipMOS Claim to Citigroup Financial
Products Inc.  ChipMOS transferred an aggregate of $299,547,477
consisting of (i) $65,782,617 of the Receivables Claim and (ii)
$233,860 of the Damages Claim.

Against this backdrop, Esopus et al., ask the Court to disallow,
expunge or reduce $235,837,731 of the ChipMOS Claim, which is the
face amount of the ChipMOS Claim, less the $69,782,617 in
receivables the parties have agreed to by stipulation, and which
the Court approved in its Order Approving Stipulation Between the
Debtors and ChipMOS Regarding Limited Relief from the Automatic
Stay, dated October 13, 2009.

Esopus et al. object to the Unstipulated Portion of the ChipMOS
Claim as invalid due to lack of evidence.  Esopus et al. assert
that ChipMOS has provided nothing more in support of the ChipMOS
Claim than an invoice and what appears to be a self-created
spreadsheet of damages showing an extrapolation of past billing
five years into the future, without any explanation or objective
support for the assumption underlying the calculation.

             Esopus at al., Seek to Depose Citigroup

Esopus et al. inform the Court that it will take a testimony
upon oral examination of Citigroup before a person authorized by
law to administer oaths.  The deposition will commence at
10:00 a.m. on April 13, 2010, at the offices of Quinn Emanuel
Urquhart Oliver & Hedges, LLP, in New York.

Esopus et al. relates that Citigroup is obligated to produce
documents in connection with their objection to Claim No. 5 for
inspection and copying.

                         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: ITC Seeks Lift Stay to Adjudicate Samsung Action
--------------------------------------------------------------
The U.S. International Trade Commission asked a federal district
court to lift the automatic stay in the Debtors' Chapter 11 cases
so that it can proceed to adjudicate patent actions brought by
Samsung Electronic Co. Ltd. against Spansion Inc. and its
affiliates, Law 360 reports.

The ITC asserts that its Section 337 investigation should be
immune from the automatic stay because it is nonpecuniary in
nature, the report adds.

On July 31, 2009, Samsung filed a complaint with the ITC seeking
only injunctive-like relief against Spansion, Inc., Spansion LLC,
Spansion Japan, and certain other parties relating to
postpetition infringement of two of its patents.

                    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)


SOTHEBY'S INC: S&P Changes Outlook to Positive; Keeps 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on New York
City-based Sotheby's to positive from negative.  At the same time,
S&P affirmed all the ratings on the company, including the 'BB-'
corporate credit rating.

The outlook revision reflects the company's recent substantial
improvement in operating performance and credit metrics in the
fourth quarter of 2009, as well as the likelihood that trend will
continue in the near term.

The speculative-grade ratings on art auctioneer Sotheby's reflect
S&P's view that volatile worldwide demand for art can lead to
large swings in operating performance, the company's seasonal cash
flows, and its aggressively leveraged capital structure and
financial risk.

Revenue and operating profits improved substantially at Sotheby's
in the fourth quarter of 2009; this marked the first quarter of
revenue gains since the fourth quarter of 2007.  Sotheby's
auction-related revenue increased 35.7% largely as a result of
expanding commission margins by 440 basis points to 20.4% from
16.0%.  Furthermore, Sotheby's reduced its principal activities
and losses associated with auction guarantees and inventory write-
downs, which positively affected revenues by $19.9 million.  The
revenue gains were in spite of the fact that net auction sales
were down 7%.  In the near term, S&P expects similar sales trends
because S&P believes the company will continue to limit
guarantees.  In addition, S&P believes the recent successful
auctions in 2010 will likely attract more sellers to art auctions,
leading to higher net auction sales.

Sotheby's also managed costs and lowered general and
administrative expenses by $11 million, which amounted 11.5% as a
percentage of sales.  S&P expects general and administrative
expenses to increase in 2010, but not to the magnitude of the
sales increases.  Thus, administrative cost leveraging and
operating margins could improve appreciably.

While S&P expects positive sales and profitability trends to
continue in 2010, exact levels of sales and profitability are
difficult to predict.  Nonetheless, S&P currently expect leverage
(at the end of the second quarter after the spring auction season)
to be no higher than the low 4x area, which would equate to
unadjusted EBITDA of approximately $120 million and would be a
measurable improvement from leverage of 5.4x at the end of 2009.
However, S&P would not be surprised if the spring auctions are
particularly strong, leading to even better credit ratios.
Generally, S&P's ratings on companies with leverage in the low 4x
area are in the low 'BB' or high 'B' rating categories.


SPANSION INC: Spansion Japan Claim Reclassified Under Class 5B
--------------------------------------------------------------
Bankruptcy Judge Kevin Carey has reclassified the Rejection
Damages Claim of Spansion Japan Limited under Class 5B.  Judge
Carey held that the Spansion Japan Rejection Damages Claim will
receive identical treatment to the other claims in Class 5B under
the Second Amended Plan of Reorganization dated as of February 8,
2010, including but not limited to, the benefit of a reserve on
account of that Claim.

Spansion Japan filed with the Court Proof of Claim No.
1165 seeking payment of $761,238,570 in rejection damages against
Spansion LLC arising from a rejection of a Second Amended and
Restated Foundry Agreement between Spansion LLC and Spansion
Japan, dated March 30, 2007.

Spansion Japan Limited filed its Claim No. 1165 for damages
resulting from the rejection of a Foundry Agreement with the
Debtors for $761,238,570 on January 15, 2009.

In the Debtors' proposed Plan of Reorganization, the Debtors (a)
purport to classify Spansion Japan's Rejection Damages Claim
separately from the other Class 5B general unsecured claims, (b)
seek to provide Spansion Japan with zero recovery on account of
its Rejection Damages Claim worth approximately $761 million, and
(c) seek to get away with failing to provide for a reserve to
protect Spansion Japan's interest during the liquidation and
final allowance of its Rejection Damages Claim following
confirmation.

In a motion, Spansion Japan asked the Court to determine the
proper classification of the Rejection Damages Claim and require
the Debtors to establish a reserve for distribution on account of
the Rejection Damages Claim in accordance with the procedures
established for holders of Class 5B claims under the Debtors'
plan of reorganization.

"Denying Spansion Japan these basic bankruptcy rights while
providing them to every other general unsecured creditor in Class
5B is directly in conflict with the fundamental principle
underlying the Bankruptcy Code of equal treatment of similarly
situated creditors," relates Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., in Wilmington, Delaware.

                    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)


STANDARD PACIFIC: BlackRock Inc. Holds 10.25% of Common Stock
-------------------------------------------------------------
BlackRock Inc. disclosed that as of February 26, 2010, it may be
deemed to beneficially own 10,780,138 shares or roughly 10.25% of
the common stock of Standard Pacific Corp.

BlackRock previously disclosed that as of December 31, 2009, it
may be deemed to beneficially own 10,052,076 shares or roughly
9.56% of the common stock of Standard Pacific.

Based in Irvine, California, Standard Pacific Corp. (NYSE: SPF) --
http://www.standardpacifichomes.com/-- one of the nation's
largest homebuilders, has built more than 108,000 homes during its
43-year history.  The Company constructs homes within a wide range
of price and size targeting a broad range of homebuyers.  Standard
Pacific operates in many of the largest housing markets in the
country with operations in major metropolitan areas in California,
Florida, Arizona, the Carolinas, Texas, Colorado and Nevada.  The
Company provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage, Inc. and SPH Title.

As of December 31, 2009, the Company had $1.861 billion in total
assets against $1.421 billion in total liabilities.

                           *     *     *

Standard Pacific Corp. carries 'Caa1' long term corporate family
and probability of default ratings from Moody's.  It has a 'CCC+'
issuer credit ratings from Standard & Poor's.  It carries a 'CCC'
long term issuer default rating from Fitch.


STANDARD PACIFIC: Dimensional Fund Holds 5.14% of Shares
--------------------------------------------------------
Dimensional Fund Advisors LP disclosed that as of December 31,
2009, it may be deemed to beneficially own 5,407,260 shares or
roughly 5.14% of the common stock of Standard Pacific.

Based in Irvine, California, Standard Pacific Corp. (NYSE: SPF) --
http://www.standardpacifichomes.com/-- one of the nation's
largest homebuilders, has built more than 108,000 homes during its
43-year history.  The Company constructs homes within a wide range
of price and size targeting a broad range of homebuyers.  Standard
Pacific operates in many of the largest housing markets in the
country with operations in major metropolitan areas in California,
Florida, Arizona, the Carolinas, Texas, Colorado and Nevada.  The
Company provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage, Inc. and SPH Title.

As of December 31, 2009, the Company had $1.861 billion in total
assets against $1.421 billion in total liabilities.

                           *     *     *

Standard Pacific Corp. carries 'Caa1' long term corporate family
and probability of default ratings from Moody's.  It has a 'CCC+'
issuer credit ratings from Standard & Poor's.  It carries a 'CCC'
long term issuer default rating from Fitch.


STANDARD PACIFIC: Renaissance Technologies Holds 7.68% of Shares
----------------------------------------------------------------
New York-based Renaissance Technologies LLC and James H. Simons
disclosed that as of December 31, 2009, they may be deemed to
beneficially own 8,077,800 shares or roughly 7.68% of the common
stock of Standard Pacific.

Based in Irvine, California, Standard Pacific Corp. (NYSE: SPF) --
http://www.standardpacifichomes.com/-- one of the nation's
largest homebuilders, has built more than 108,000 homes during its
43-year history.  The Company constructs homes within a wide range
of price and size targeting a broad range of homebuyers.  Standard
Pacific operates in many of the largest housing markets in the
country with operations in major metropolitan areas in California,
Florida, Arizona, the Carolinas, Texas, Colorado and Nevada.  The
Company provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage, Inc. and SPH Title.

As of December 31, 2009, the Company had $1.861 billion in total
assets against $1.421 billion in total liabilities.

                           *     *     *

Standard Pacific Corp. carries 'Caa1' long term corporate family
and probability of default ratings from Moody's.  It has a 'CCC+'
issuer credit ratings from Standard & Poor's.  It carries a 'CCC'
long term issuer default rating from Fitch.


STANDARD PACIFIC: Vanguard Group Holds 4.86% of Common Stock
------------------------------------------------------------
The Vanguard Group, Inc., disclosed that as of December 31, 2009,
it may be deemed to beneficially own 5,109,062 shares or roughly
4.86% of the common stock of Standard Pacific.

Based in Irvine, California, Standard Pacific Corp. (NYSE: SPF) --
http://www.standardpacifichomes.com/-- one of the nation's
largest homebuilders, has built more than 108,000 homes during its
43-year history.  The Company constructs homes within a wide range
of price and size targeting a broad range of homebuyers.  Standard
Pacific operates in many of the largest housing markets in the
country with operations in major metropolitan areas in California,
Florida, Arizona, the Carolinas, Texas, Colorado and Nevada.  The
Company provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage, Inc. and SPH Title.

As of December 31, 2009, the Company had $1.861 billion in total
assets against $1.421 billion in total liabilities.

                           *     *     *

Standard Pacific Corp. carries 'Caa1' long term corporate family
and probability of default ratings from Moody's.  It has a 'CCC+'
issuer credit ratings from Standard & Poor's.  It carries a 'CCC'
long term issuer default rating from Fitch.


SUBURBAN PROPANE: Moody's Assigns 'Ba3' Rating on $225 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Suburban
Propane Partners, L.P.'s (Suburban) proposed offering of
$225 million senior unsecured notes due 2020.  Moody's also
affirmed Suburban's Ba2 Corporate Family Rating.  The proceeds
from the offering and cash on hand will be used to fund a
simultaneously announced tender offer for the partnership's
currently outstanding $250 million senior unsecured notes due
2013.  The outlook is stable.

"This proactive refinancing of a 2013 debt maturity is another
demonstration of Suburban's prudent financial management,"
commented Pete Speer, Moody's Vice President.

Suburban's Ba2 CFR is supported by its leading market position in
propane, proven cost saving initiatives and conservative leverage
and distribution policies.  The partnership's large equity funded
debt reduction in 2009 helps mitigate the risks of operating in
the highly competitive and fragmented propane and fuel oil
business and Moody's concerns regarding Suburban's declining
volumes trend.  This strong financial profile also offsets
partnership's smaller asset and earnings scale relative to
similarly rated propane competitors and master limited partnership
(MLP) peers.

The outlook is stable based on Moody's expectation that fiscal
year 2010 earnings will decline from elevated prior year levels,
as indicated in the December 2009 quarterly results, but that cash
flows will still fully cover distributions and planned capital
expenditures.  Increases in leverage (Debt/EBITDA) above 2.5x
could result in a negative outlook or ratings downgrade.  Suburban
has clearly stated its desire to be a consolidator of the major
propane industry players and Moody's have incorporated this event
risk into the ratings with the expectation that any major
acquisition would have substantial equity funding.  Leverage of
3.5x could be consistent with a Ba2 rating with a much larger
asset and earnings base.

Suburban continues to have good liquidity.  Despite lower earnings
and greater working capital funding requirements in the quarter
ended December 26, 2009, the partnership was able to fund its
operations with cash on hand.  The partnership has not drawn on
its revolver for working capital needs since April 2006.  Suburban
ended the quarter with $115 million of cash and $89 million of
revolver availability, leaving ample liquidity for the remainder
of the heating season.

The Ba3 rating for the senior unsecured notes reflects both the
overall probability of default of Suburban, to which Moody's
assigns a PDR of Ba2, and a loss given default of LGD 5 (80%
changed from 76%).  The $250 million revolving credit facility
(unrated) is senior secured and therefore the notes are rated one
notch beneath the Ba2 CFR under Moody's Loss Given Default
Methodology.

The last rating action was on August 24, 2009, when Suburban's CFR
was upgraded to Ba2 from Ba3 following the partnership's announced
tender offer for $175 million of its outstanding senior unsecured
notes funded with equity offering proceeds and cash balances.

Suburban Propane Partners, L.P., is a publicly traded MLP based in
Whippany, NJ.  The partnership is among the largest retail
marketers of propane in the United States and also distributes
fuel oil and refined fuels, markets natural gas and electricity
and sells related products and services.


SWOOZIE'S INC: Gets Okay to Hire Epiq as Claims Agent
-----------------------------------------------------
Swoozie's, Inc., sought and obtained authorization from the Hon.
C. Ray Mullins of the U.S. Bankruptcy Court for the Northern
District of Georgia to employ Epiq Bankruptcy Solutions, LLC, as
claims, balloting and noticing agent, nunc pro tunc to the
Petition Date.

Epiq will, among other things:

     a. prepare and serve required notices in the Debtor's
        bankruptcy case;

     b. within five business days after the service of a
        particular notice, file or arrange to have filed with the
        Clerk's Office a declaration of service that includes
        (i) an alphabetical list of persons on whom Epiq served
        the notice, along with their addresses, and (ii) the date
        and manner of service;

     c. maintain an official claims register by receiving and
        docketing all proofs of claim and proofs of interest in a
        claims database; and

     d. maintain an up-to-date mailing list for all entities that
        have filed proofs of claim or proofs of interest and make
        such list available upon request to the Clerk of Court or
        any party in interest

Epiq will be compensated base on its services agreement with the
Debtor.  A copy of the agreement is available for free at:

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

Daniel C. McElhinney, the Executive Director of Epiq, assured the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Founded in 1999 and based in Atlanta, Georgia, Swoozie's, Inc.,
offers products and services ranging from invitations and custom
printing to housewares and party goods.  The Company operates
stores in 14 states across the Southeast, Northeast, Texas and
California.

The Company filed for Chapter 11 bankruptcy protection on March 2,
2010 (Bankr. N.D. Ga. Case No. 10-66316).  Wendy R. Reiss, Esq.,
at Alston & Bird, LLP, 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.


SWOOZIE'S INC: Schedules Filing Deadline Extended Until April 16
----------------------------------------------------------------
The Hon. C. Ray Mullins of the U.S. Bankruptcy Court for the
Northern District of Georgia has extended, at the behest of
Swoozie's, Inc., the filing of schedule of assets and liabilities
and statement of financial affairs until April 16, 2010.

The Debtor says that given the substantial burdens already imposed
on Debtor's management by the commencement of the Debtor's
bankruptcy case, the limited number of employees available to
collect the information, the competing demands upon those
employees, and the more than 800 potential creditors located
throughout the world, many of which may not have submitted
invoices recently, the Debtor needs additional time to file the
schedule and the statement.

Founded in 1999 and based in Atlanta, Georgia, Swoozie's, Inc.,
offers products and services ranging from invitations and custom
printing to housewares and party goods.  The Company operates
stores in 14 states across the Southeast, Northeast, Texas and
California.

The Company filed for Chapter 11 bankruptcy protection on March 2,
2010 (Bankr. N.D. Ga. Case No. 10-66316).  Wendy R. Reiss, Esq.,
at Alston & Bird, LLP, 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.


SWOOZIE'S INC: Section 341(a) Meeting Scheduled for April 20
------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Swoozie's, Inc.'s Chapter 11 case on April 20, 2010, at 11:00
a.m.  The meeting will be held at 9th Floor Conference Room, 75
Spring Street, SW, Atlanta, GA 30303.

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.

Founded in 1999 and based in Atlanta, Georgia, Swoozie's, Inc.,
offers products and services ranging from invitations and custom
printing to housewares and party goods.  The Company operates
stores in 14 states across the Southeast, Northeast, Texas and
California.

The Company filed for Chapter 11 bankruptcy protection on March 2,
2010 (Bankr. N.D. Ga. Case No. 10-66316).  Wendy R. Reiss, Esq.,
at Alston & Bird, LLP, 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.


SWOOZIE'S INC: Taps Alston & Bird as Bankruptcy Counsel
-------------------------------------------------------
Swoozie's, Inc., has asked for permission from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ Alston & Bird
LLP as bankruptcy counsel.

Alston & Bird will, among other things:

     (a) assist Debtor in the preparation of its schedules,
         statement of affairs, and the periodic financial reports
         required by the U.S. Bankruptcy Code, the Bankruptcy
         Rules, or any order of the Court;

     (b) assist Debtor in consultations, negotiations and all
         other dealings with creditors, equity security holders,
         and other parties-in-interest concerning the
         administration of the Debtor's bankruptcy case;

     (c) prepare pleadings, conducting investigations, and making
         court appearances incidental to the administration of
         Debtor's estate;

     (d) assist the Debtor in the development and formulation of a
         plan and/or other means to maximize value to its estate,
         including the preparation of a plan, disclosure
         statement, and any related documents for submission to
         the Court and to the Debtor's creditors, equity holders,
         and other parties-in-interest.

Alston & Bird will be paid based on the hourly rates of its
personnel:

         Dennis J. Connolly          $760
         Wendy R. Reiss              $495
         William S. Sugden           $490
         Sage M. Sigler              $370

Wendy R. Reiss, a senior associate with Alston & Bird, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Founded in 1999 and based in Atlanta, Georgia, Swoozie's, Inc.,
offers products and services ranging from invitations and custom
printing to housewares and party goods.  The Company operates
stores in 14 states across the Southeast, Northeast, Texas and
California.

The Company filed for Chapter 11 bankruptcy protection on March 2,
2010 (Bankr. N.D. Ga. Case No. 10-66316).  Wendy R. Reiss, Esq.,
at Alston & Bird, LLP, 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.


TAVERN ON THE GREEN: Operator's Claim Cancelled for 'Fraud'
-----------------------------------------------------------
U.S. District Judge Miriam Goldman Cedarbaum in Manhattan ruled
that New York City owns the rights to the trade name, "Tavern on
the Green."

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.

Nation's Restaurant News relates that the LeRoy family runs the
restaurant argued that it had the name trade marked more than 30
year go but the city pointed out that it set the restaurant more
than 35 years before the family registered the name.

According to Bill Rochelle at Bloomberg News, Judge Cedarbaum
wrote a 22-page opinion where she canceled the restaurant
operator's claim of ownership "for fraud."  With evidence showing
the city maintained the restaurant at the same location for so
long, Judge Cedarbaum concluded that the city "has a protectable
interest in that name under the law of New York."  She pointed out
undisputed facts showing how the restaurant operator didn't make
full disclosure of the city's interest in the name on applying to
the Patent and Trademark Office for a service mark in 1978.

                    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: Replacement DIP Financing Approved
----------------------------------------------
Bill Rochelle at Bloomberg News reports that TLC Vision Corp.
received final approval for $25 million in financing that pays off
financing initially used to operate the company after the Chapter
11 filing in December.

Pursuant to the junior secured superpriority debtor-in-possession
credit agreement dated as of February 3, 2010, with Charlesbank
Equity Fund VII, Limited Partnership, as collateral and
administrative agent, the lenders will provide $25 million
financing that is junior in priority to the prepetition secured
claims and to the adequate protection claims and liens granted to
the prepetition lenders.

The material terms of the replacement financing are:

Commitment:              A multiple draw junior term loan facility
                         in an amount not to exceed $25 million.

Borrowing availability:  Initial advance: $10 million
                         Subsequent draws: $1 million to
                              $15 million

Term:                    The DIP facility will mature on the
                         earliest of: (i) 35 days after the date
                         of the entry of the interim order, or
                         (ii) May 20, 2010, unless extended, or
                         (iii) the occurrence of a termination
                         event.

Fees:                    (a) an exit fee equal to 4% of the
                         maximum pricipal amount of the DIP
                         facility, fully earned and payable on the
                         maturity date; and (b) a commitment fee
                         equal to 2% of the maximum principal
                         amount of the DIP facility, fully earned
                         and payable on the closing date.

Interest Rate:           A rate per annum equal to 1 month LIBOR
                         Rate plus 10% due and payable in cash
                         arrears, on (a) the last day of each
                         month and (b) the maturity date.

Default Interest Rate:   The rate otherwise in effect plus 2%.

Event of Default:        Customary

The Debtors will use the cash collateral to provide additional
necessary capital to operate their business, pay employees,
maximize value and pursue sale process.

The prepetition lenders consented to the Debtors' use of cash
collateral.  As adequate protection for any diminution in value of
the lenders' collateral, the Debtors will continue to grant the
prepetition lenders additional and replacement security interest
and liens in the collateral.  The prepetition replacement liens
will have the same priority as the liens securing the prepetition
obligations, and DIP facility, and junior to the carve out.  In
addition allowed superpriority administrative claim will be
granted to the prepetition lenders.

The Debtors previously obtained $15 million in DIP financing from
lenders led by Cantor Fitzgerald Securities, as administrative
agent.

                         About TLCVision

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: Castlerigg, et al., Appeal Fraud Ruling
--------------------------------------------------
Castlerigg Master Investments, Ltd., Helios Funding, LLC,
McDonnell Loan Opportunity, Ltd., and SOF Investments, L.P., in
their capacity as First Lien Term Loan Lenders took an appeal to
the U.S. District Court for the Southern District of Florida from
Judge Olson's October 13, 2009 final judgment on the action
commenced by the Official Committee of Unsecured Creditors
against the Debtors' prepetition lenders.

Moreover, the First Lien Lenders posted supersedeas bonds,
totaling $1,470,867, on February 26, 2010, in the United States
Bankruptcy Court for the Southern District of Florida, to stay
execution of Judge Olson's Amended Final Judgment on the
Committee Action against Citicorp, et al.  The Bonds are:

   Lender                                       Bond Amount
   ------                                       -----------
   Castlerigg Master Investments, Ltd.            $536,071
   SOF Investments, L.P.                           507,963
   Helios Funding, LLC                             303,260
   McDonnell Loan Opportunity, Ltd.                123,573

The Official Committee of Unsecured Creditors in Tousa Inc.'s
cases won judgment against secured lenders on claims that
loans made six months before the Chapter 11 filing were fraudulent
transfers.  The bankruptcy judge required the lenders to post a
total of $700 million in appeal bonds to stay enforcement of his
October ruling that the transactions were voidable in bankruptcy.

The First Lien Lenders, Second Lien Lenders and Senior
Transeastern Lenders posted supersedeas bonds on December 22,
2009, to stay, pending appeal, execution of Judge Hanen's Amended
Final Judgment on the Creditors Committee Action against Citicorp
and certain other defendants.

                        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 Amends Suit vs. Former Directors & Officers
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Tousa Inc.'s
cases amended its complaint against Konstantinos Stengos, Antonio
Mon and several other directors and officers of the Debtors on
February 19, 2010, and added allegations of (i) breach of
fiduciary duty against TOUSA, Inc.'s Conveying Subsidiaries'
directors, and (ii) aiding and abetting against TOUSA, Inc.'s
board of directors.

The Committee asserts that at all relevant times, each Director
Defendant was either:

  (l) a director, officer, manager or managing trustee of a
      Conveying Subsidiary;

  (2) a director or manager of the corporate entities that,
      directly or indirectly, served as a member, manager,
      trustee, partner and/or owner of a Conveying-Subsidiary;
      or

  (3) an officer of TOUSA, Inc. who signed multiple resolutions
      on behalf of TOUSA, Inc. as the sole member, manager, or
      general partner of certain Conveying-Subsidiaries,
      authorizing those Conveying-Subsidiaries to enter into a
      July 31, 2007 transaction, whereby the Director Defendants
      caused the Conveying Subsidiaries to incur over
      $500 million in new debt obligations that were secured by
      liens on all of the Conveying Subsidiaries' assets.

Under the First Amended Complaint, the Committee seeks damages
for breach of fiduciary duties owed to the Conveying TOUSA
Subsidiaries and their creditors in connection with the July 31,
2007 Transaction.

Patricia A. Redmond, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida, asserts that the
sole purpose of the July 2007 Transaction was to enable TOUSA,
Inc. and TOUSA Homes LP to repay an old debt to the Senior
Transeastern Lenders, for which the Conveying TOUSA Subsidiaries
were never liable.  Indeed, she notes, the Transaction was held
to be a fraudulent conveyance by the Court on October 13, 2009.

She further asserts that at the time of the July 2007
Transaction, each of the TOUSA Conveying Subsidiaries was an
obligor of nearly $1.1 billion of bonds issued by TOUSA, Inc. and
had various other debt obligations and as a result, the
Bondholders were subordinated behind the new, secured lenders as
a result of the Transaction.

More importantly, the July 2007 Transaction saddled the Conveying
TOUSA Subsidiaries a massive amount of secured debt for which
they received little or no value in return, became financially
hamstrung as the company and the market collapsed, and were
unable to access necessary credit and liquidity or pursue other
options, Ms. Redmond asserts.

Against this backdrop, the Director Defendants owed fiduciary
duties to all of the Conveying TOUSA Subsidiaries and
derivatively to their creditors, Ms. Redmond contends.  However,
she maintains, the Director Defendants breached their fiduciary
duties by, among other things:

  -- acting solely in the interest of TOUSA, Inc. and its
     shareholders, even though the Conveying TOUSA Subsidiaries'
     insolvency required that they act in the best interest of
     the Conveying Subsidiaries and their stakeholders,
     including creditors; and

  -- failing to investigate and inform themselves properly of
     the financial condition of each of the Conveying
     Subsidiaries and the Transaction's effect on that company.

"Instead, the Director Defendants abdicated their duties to the
Conveying-Subsidiaries and their creditors by executing written
consents prepared by TOUSA, Inc. in lieu of meeting," the
Committee alleges.

The Committee complains that while the TOUSA Inc. Board received
advice from Lehman Brothers prior to entering the July 2007
Transaction, TOUSA Inc. instructed Lehman to disregard the impact
of the Transaction on the Conveying TOUSA Subsidiaries and their
creditors.  The Director Defendants thus acted in a grossly
uninformed manner when approving the Transaction, and in
violation of their duties of care, loyalty, and good faith, Ms.
Redmond argues.  Messrs. Mon and Stengos further breached their
fiduciary duties by, among other things, withholding information
from TOUSA, Inc.'s advisors and other of the Director Defendants,
and blocking efforts by TOUSA, Inc., to arrange an equity
investment in the company as a remedy to its financial problems
in 2007, because they feared dilution of their ownership
interests, the Committee tells the Court.

The Committee thus asserts that the TOUSA Board Directors are
liable for aiding and abetting the breaches committed by the
Subsidiary Directors.  Technical Olympic, S.A., owned a majority
of TOUSA, Inc.'s stock and controlled the TOUSA Board at the time
the Transaction was approved and executed.  Technical Olympic,
the Committee further argues, thus aided and abetted the Director
Defendants' breaches of fiduciary duty (i) by encouraging,
inducing and assisting them in entering into the July 2007
Transaction, (ii) by pressuring the Director Defendants to act in
the best interests of TOUSA, Inc.'s shareholders even though the
Conveying Subsidiaries were insolvent, and (iii) by discouraging
TOUSA, Inc. from seeking new capital to pay off its debt to the
Senior Transeastern Lenders.

Accordingly, the Committee asks the Bankruptcy Court to award:

  (l) it judgment in an amount to be determined at trial,
      including compensatory and punitive damages; and

  (2) its attorneys' fees and expenses incurred in this
      action.

              Directors Seek Dismissal of Complaint

In separate filings, Candace Corra, Tom McAndrew, and Gordon
Stewart, and Brian Konderik ask the Bankruptcy Court to dismiss
the Committee Complaint filed against them.

Ms. Corra, and Messrs. McAndrew and Gordon are directors or
managers of four Conveying TOUSA Subsidiaries.  The Subsidiary
Directors' counsel, William L. Petros, Esq., at Petros & Elegant,
in Coral Gables, Florida, argues that:

  -- the Complaint fails to state facts sufficient to support a
     claim for fiduciary duty against the Subsidiary Directors.
     For one, the Complaint fails to establish a fiduciary
     relationship between the Subsidiary Directors and the
     remaining 30 Conveying Subsidiaries to which the Subsidiary
     Directors are not employees; and

  -- the Complaint fails to allege any facts suggesting that the
     Subsidiary Directors acted in bad faith, knowingly violated
     the laws, or took any other action remotely sufficient to
     pierce the business judgment rule under the Local Rules of
     U.S. Bankruptcy Court for the District of Delaware.

Mr. Petros reminds the Court that the entire premise of the
Committee's damages claim rests on the July 31, 2007 Transaction,
which was avoided pursuant to the Final Judgment entered in the
action commenced by the Committee against Citicorp North America,
Inc.  "Thus, complete relief has already been granted for the
damages alleged in the D&O Action," Mr. Petros maintains.

For his part, Mr. Konderik, a co-manager of Conveying Subsidiary
Engle Homes Commercial Construction, LLC, contends that the
Committee cannot demonstrate that it has standing to pursue a
breach of fiduciary duty claim against him under Delaware law and
Arizona law because the Committee's direct claim for breach of
fiduciary duty is precluded as a matter of law.  Counsel to Mr.
Konderik, Joseph L. Rebak, Esq., at Tew Cardenas, LLP, in Miami,
Florida, points out that the Committee is merely disguising its
direct claims as derivative claims and that the Complaint is
replete with self-serving allegations that the Director
Defendants' alleged actions harmed the Conveying Subsidiaries'
creditors.  Moreover, the Delaware Limited Liability Company Act
and the Arizona Limited Liability Company Act contains
provisions, which protect managers like Mr. Konderik from
personal liability for the debts, obligations, and liabilities of
the company, Mr. Rebak asserts.

                 Technical Olympics Insists on
                  Motion to Withdraw Reference

Technical Olympic, S.A., and certain of the Director Defendants
reacted to the Committee's opposition of their request to
withdraw reference of the matter from the Bankruptcy Court to the
U.S. District Court for the Southern District of Florida.

Counsel to Technical Olympic, Andrew D. Zaron, Esq., at Hunton &
Williams LLP, in Miami, Florida, insists that the D&O Action
alleges state-law based causes of action and is indisputably a
non-core matter.  That contestable fact, he maintains, coupled
with judicial efficiency concerns and the potential for a jury
trial, strongly supports immediate withdrawal of the reference so
that the litigation can be adjudicated in the first instance, by
the only court able to issue final rulings -- the District Court.


At best, the Committee attempts to confuse the issue by arguing
that Technical Olympic's filing of boilerplate D&O proofs of
claims for compensation and indemnification has somehow
"transformed" this non-core litigation into one that must remain
in the Bankruptcy Court, Mr. Zaron tells the Court.  He clarifies
that the proofs of claim are nominally related to the July 31,
2007 Transaction that gave rise to the D&O Action and do not
support the Committee's position.  Moreover, Mr. Zaron maintains,
the Committee ignores that many of the factual and legal issues
presented in the Committee Citicorp Action are distinct from the
issues that must be explored in the D&O Action, and many of the
defendants in the D&O Action had no opportunity to participate,
or be involved at all in the Committee Citicorp Action.

Accordingly, Technical Olympic asks the Bankruptcy Court to
withdraw reference of the D&O Action to the District Court.

In a separate filing, Maria Cervino, Clerk of the Bankruptcy
Court, transmitted to the District Court pertinent portions of
the Bankruptcy Court's record on the Motion to Withdraw
Reference.

Director Defendants Paul Berkowitz, Stephen Wagman and Russell
Devendorf join in Technical Olympic's Motion to Withdraw
Reference.

In another Court-approved stipulation, the Committee and Tommy
McAden agree to extend the date by which Mr. McAden can answer or
respond to the D&O Action through April 2, 2010.

                        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 Proposes Offshore Fund Pact
------------------------------------------------
The Official Committee of Unsecured Creditors in Tousa Inc.'s
cases, the Conveying TOUSA Subsidiaries and Distressed High Yield
Trading Opportunities Fund Ltd., referred to as "Offshore Fund,"
ask the Bankruptcy Court to authorize their entry into a
settlement and the implementation of a bar order.

The Offshore Fund and Distressed High Yield Trading Opportunities
Fund LLC are Senior Transeastern Lenders and defendants in the
action commenced by the Committee against Citicorp.  Counsel to
the Committee, Patricia A. Redmond, Esq., at Stearns Weaver
Miller Weissler Alhadeff & Sitterson, P.A., in Miami, Florida,
reveals that before the Committee filed its Complaint, the Funds
decided to liquidate and began distributing their assets to their
redeeming investors.  As the Funds had not distributed all of
their assets by the time the Committee Complaint was filed, the
Offshore Fund voluntarily set up a Cayman Islands trust to hold a
reserve for the claims of the Conveying Subsidiaries.  The Cayman
Trust held $3 million.  About $300,000 of the Trust funds has
been spent, primarily for defense costs in connection with the
Committee Complaint.

After Judge Olson entered a final judgment on the Committee
Complaint, counsel for the Funds informed the Committee that
given the amount of the judgment and the other claims against the
Funds, the Funds lacked sufficient assets to pay creditors in
full.  In this light, the Committee entered into good faith
negotiations with the Funds and the parties ultimately reached a
settlement, which provides for these salient terms:

  (a) Immediately upon approval of the Settlement, Offshore Fund
      will pay $2,900,000 to the Conveying TOUSA Subsidiaries.
      The Settlement Amount represents a distribution of 70.05%
      of the Conveying Subsidiaries' claim and represents the
      Funds' best estimate of the percentage recovery for the
      Offshore Fund's unsecured creditors in accordance with
      British Virgin Islands law.

  (b) The Settlement Amount will be augmented by additional
      amounts, if any, to ensure that the Conveying TOUSA
      Subsidiaries receive the same percentage recovery as other
      unsecured creditors of the Funds, which amount, if not
      paid with the Settlement Amount, will be paid immediately
      on the date which the Augmentation Amount is determined by
      the Funds.

  (c) The order approving the Settlement will contain a bar
      Order that will enjoin, stay and bar any other defendant
      in the Committee Action and their employees from pursuing
      any action, seeking contribution, reimbursement, indemnity
      or any other payment from the Funds and their directors
      arising out of a July 31, 2007 settlement among TOUSA,
      Inc., TOUSA Homes LP and the lenders to the Transeastern
      Joint Venture, the Committee Action, or the Final
      Judgment, including any decision resulting from an appeal
      of the Final Judgment upon payment of the Settlement
      Amount and the Augmentation Amount.

  (d) The Debtors and the Committee will release the Funds for
      Claims relating in any manner to the 2007 Settlement, the
      Committee Action or the Final Judgment.

  (e) After payment of the Settlement Amount and any
      Augmentation Amount, the Funds will withdraw their appeal
      of the Final Judgment.

Given the Funds' insolvency and the potential for a British
Virgin Islands' insolvency proceeding with respect to the
Offshore Fund, the Committee believes that collection from the
Offshore Fund may be more complicated if there is further delay
in the collection process.  Moreover, due to the number of
parties to the Committee Action and the extent of evidence
introduced at trial, the appeal process is likely to be extended
and costly, Ms. Redmond points out.

The Settlement Agreement, by contrast, will allow the Committee
and the estates to avoid the costs of litigation with an
additional defendant, while allowing the Offshore Fund to avoid
the costs of an extended appeal, Mr. Redmond 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.


TRIBUNE CO: Proposes to Assume Agreements With Marsh USA
--------------------------------------------------------
Tribune Co. and its units seek the authority from the U.S.
Bankruptcy Court for the District of Delaware to assume (a) a
settlement and cooperation agreement, (b) joint privilege and
common interest agreement, (c) and guaranteed cost program
agreement with Marsh USA, Inc.

In early 1998, Marsh assisted in arranging for the transfer of
certain formerly self-insured workers' compensation liabilities of
non-debtor Times Mirror Company to Reliance National Indemnity
Company and Swiss Reinsurance America Corporation.  Marsh also was
involved in helping to place a guaranteed cost program for certain
of Times Mirror's future workers' compensation liabilities.

Reliance and Swiss Reinsurance performed their obligations related
to the Workers' Comp Liabilities and GCP until Reliance entered
into liquidation proceedings in October 2001.  Swiss
Reinsurance, which had been directly funding claims related to the
Workers' Comp Liabilities and GCP on behalf of Times Mirror,
likewise ceased its performance, on the asserted grounds that
Tribune, as successor-in-interest to Times Mirror, was not
entitled to the direct performance and benefit of Swiss
Reinsurance's obligations due to the fact that Reliance entered
into liquidation proceedings.

On May 2, 2003, Tribune Company filed a complaint against Marsh in
the Superior Court of the State of California for the County of
Los Angeles.  The Lawsuit included claims against Marsh arising
out of its involvement in arranging for the transfer of the
Workers' Comp Liabilities and Marsh's involvement in placing the
GCP.  The complaint alleged, among other things, that Marsh had
acted negligently in failing to ensure that Times Mirror would
have direct access to Swiss Reinsurance's performance and
obligations in the event reliance became insolvent.

Tribune and Marsh eventually agreed to a consensual resolution of
the Lawsuit.  The Agreements contain the terms of the overall
settlement of the Lawsuit agreed to by Tribune and Marsh on or
about August 15, 2005.

(A) Settlement Agreement

   The Settlement Agreement provides for a final resolution of
   all claims that Tribune or Marsh could have brought in the
   Lawsuit, except those claims covered by the GCP Agreement.
   Pursuant to the Settlement Agreement, Tribune agreed to take
   reasonable steps to seek recovery for the Workers' Comp
   Liabilities from available sources, including Swiss
   Reinsurance and Reliance-in-Liquidation.  In return, Marsh
   agreed to pay for a portion of all fees and costs previously
   incurred by Tribune in pursuing the Recovery Actions and a
   portion of all future fees and costs incurred by Tribune in
   pursuing the Recovery Actions.  In addition, to the extent
   that the funds obtained from the Recovery Actions were
   insufficient to satisfy the Workers' Comp Liabilities, Marsh
   agreed to pay a portion of those liabilities.

   Currently, Marsh is withholding payment of in excess of
   $1,000,000 owed to Tribune under the Settlement Agreement,
   for claims reimbursements and fees and costs reimbursements.
   Marsh requested that Tribune assume the Agreements and
   indicated that the reimbursement required pursuant to the
   Settlement Agreement would be made upon assumption.  In
   addition, Tribune believes it will receive in excess of
   $4,000,000 in additional payments from Marsh under the terms
   of the Settlement Agreement on account of future
   reimbursements for fees and costs incurred in pursuing the
   Recovery Action against Reliance.

(B) Joint Privilege Agreement

   On or about May 19, 2005, the Parties entered into the Joint
   Privilege Agreement in order to facilitate the sharing of
   information related to the Recovery Actions and other
   proceedings related to the Workers' Comp Liabilities.  In
   part, the Joint Privilege Agreement exists to protect, to the
   maximum extent possible, any applicable privileges or
   protections the Parties have with respect to any shared
   information.  The Joint Privilege Agreement contains
   procedures that govern requests by third parties for common
   interest information and procedures for withdrawal from the
   Joint Privilege Agreement by either of the Parties.

(C) GCP Agreement

   As part of the overall settlement of the Lawsuit, the Parties
   agreed to a standstill on claims related to the GCP.
   Specifically, the GCP Agreement provides for the tolling of
   any applicable period of limitations and the postponement of
   any deadline for the assertion of claims or defenses arising
   out of or relating to the placement of the GCP.  Both Tribune
   and Marsh retain the right to unilaterally terminate the GCP
   Agreement.  Pursuant to the GCP Agreement, any GCP claims
   asserted subsequent to a termination are to be resolved by
   confidential arbitration, with limited rights to discovery.

In consideration for the proposed assumption of the Agreements,
Marsh has agreed to voluntarily withdraw its proof of claim
against the Tribune Debtors, which was filed in an unliquidated
amount.

                        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: Says Unit's LBO Payments Legal
------------------------------------------
Law Debenture Trust Company of New York is asking the Court to
compel and direct:

   (i) the Debtors to cause any non-debtor affiliate or
       subsidiary to terminate the undisclosed and unauthorized
       payments of professional fees and expenses to the
       Debtors' leveraged buyout lenders;

  (ii) the LBO Lenders to provide an accounting of all
       unauthorized fee payments; and

(iii) the LBO Lenders to disgorge the unauthorized fee
       payments.

Garvan F. McDaniel, Esq., at Bifferato Gentilotti LLC, in
Wilmington, Delaware, co-counsel for Law Debenture Trust Company
of New York, related that even though the Debtors are insolvent,
they nonetheless have entered into an undisclosed transaction to
benefit their LBO Lenders at the expense of their estates and have
kept this arrangement hidden from the Court and creditors.
Mr. McDaniel adds that the Debtors have arranged to pay millions
of dollars in fees to the LBO Lenders' restructuring professionals
-- no less than four law firms and two financial advisory firms --
even though the LBO Lenders are unsecured creditors holding
disputed claims arising from an LBO that most likely constituted a
fraudulent conveyance.

According to Law Debenture, prior to the Petition Date, certain
LBO Lenders formed a steering committee in connection with
Tribune's restructuring and hired several legal and financial
advisors.  At some point, perhaps on the eve of Tribune's filing,
the LBO Lenders demanded that the Debtors cause certain non-debtor
subsidiaries to pay the LBO Lenders' professional fees.  The
Debtors caused their non-debtor subsidiaries to pay the LBO
Lenders' fees under the purported threat that the LBO Lenders
would exercise remedies.

In a memorandum filed March 2, 2010, the Debtors aver that the
payments related to the leveraged buy-out were entirely consistent
with Tribune (FN) Cable Ventures, Inc.'s legal obligations and
applicable bankruptcy law.

The Debtors assert that:

  (a) Tribune Company's filing did not relieve TCV of its
      contractual obligations, and the record establishes a
      basis for legitimate concern over the possibility of
      harmful action, including creditor enforcement action,
      that could have caused substantial damaged to the value of
      TCV or another Non-Debtor Guarantors, including the
      Chicago National League Ball Club, LLC, the entity that
      owned the Chicago Cubs at the time of the filing.

  (b) TCV and Tribune received benefits in return, including a
      "Payment Blockage Notice" from J.P. Morgan Chase Bank,
      N.A., as agent to the Senior Lenders, that served to
      prevent the Bridge Lenders from enforcing their rights
      against the Non-Debtor Guarantors.

  (c) Far from keeping the payments "secret," Tribune insisted
      that no payments be made without disclosure to and
      consultations with key constituencies, including the
      Official Committee of Unsecured Creditors, which included
      broad representation of virtually every major creditor
      constituency in the Debtors' cases, as well as the U.S.
      Trustee, to ensure that they understood the nature and
      basis of the payments and had an opportunity to voice any
      concerns or objections.

  (d) TCV entered into the Credit Agreement Guarantee with
      appropriate corporate authorization by its Board of
      Directors, including delegated authority to various TCV
      officers to both approve entry into, and performance
      under, the Credit Agreement Guarantee.

  (e) None of the postpetition professional fee payments were
      made with funds obtained from or earned by any Debtor;
      rather, the payments were made from funds generated from
      TCV's partnership interest in a general partnership that
      operates the TV Food Network.

  (f) The determination to refrain from filing TCV was based on
      independent business reasons unrelated to its contractual
      obligations under the Credit Agreement Guarantee, and J.P.
      Morgan was not consulted and had no role in connection
      with which Tribune entities were filed.

A hearing on the Motion is scheduled for March 26.

                        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: Withdraws Request for Management Incentive Plan
-----------------------------------------------------------
Tribune Co. and its units ask the Court to dismiss without
prejudice their pending request for authority to implement the
Transition Management Incentive Plan and the Key Operators Bonus
programs.

According to the Debtors, the Court suggested at the January 27,
2010 hearing that they consider incorporating the TMIP and the KOB
into a Chapter 11 plan of reorganization.  The Debtors wish to
follow the Court's suggestion, and thus seek to dismiss
voluntarily their request to implement the TMIP and the KOB.

The Debtors relate that the Official Committee of Unsecured
Creditors and the Steering Committee of the Debtors' Senior
Lenders do not object to the relief requested.

                        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)


TRUMP ENT: Bondholder Plan Based on Faulty Forecasts, Says Icahn
----------------------------------------------------------------
Steven Church at Bloomberg reports that lawyers Carl Icahn who is
fighting control with Donald Trump for Trump Entertainment Resorts
Inc., said at the last day of the two-week confirmation hearing
that the bankruptcy court should confirm the Icahn plan because it
is superior to the bondholder-backed plan of Donald Trump.

According to the report, Jeffrey Jonas, lawyer for Mr. Icahn, said
the noteholder plan is based on faulty revenue projections and
will leave the Company with new financial problems within a few
years.  Under Icahn's plan the company would exit bankruptcy
without any debt.

Mr. Jonas also noted that bondholders can't win approval for a DIP
loan that is needed to keep the casinos operating while in
bankruptcy.

Trump Entertainment, however, disputes the claim that Trump
Entertainment would shut down without the loan.  It also balked at
the Icahn plan, noting that it gives up everything to Icahn and
the secured lenders, while noteholders owed $1.2 billioin would be
wiped out.

The contested confirmation hearing to determine who will end up
owning Trump Entertainment's casinos began February 23.  The
company and holders of 8.5% senior notes are proponents of one
plan.  Carl Icahn and Beal Bank, holders of prepetition secured
claims, are proponents of the other.

Under the plan proposed by the Beal Bank and Icahn Partners, dated
January 5, 2010, second lien lenders owed $1.25 billion and
general unsecured claim, who are out-of-the money would
conditionally receive a $14 million cash as "gift" from the
secured lenders.  Under the plan, majority of the first lien debt
will be converted to 62.971% of the equity in the reorganized
Debtors.  The remaining 33.326% will be available for sale to
second lien noteholders in a $225 million rights offering.  Mr.
Icahn has bought 51% of Beal's $485 million first lien secured
claim and holds $154.9 million of the second lien claims.  Mr.
Icahn already has an existing controlling stake in the Tropicana
Atlantic City Hotel & Casino, one of the Debtors' largest
competitors.

Under the plan proposed by the Ad hoc committee of holders of
second lien notes, the noteholders and unsecured creditors will
recover just under 1% in the form of stock (5% of the stock of the
reorganized Debtor is allocated for distribution) or in cash.
They would also have rights to acquire 70% of the new common
stock.  The second lien noteholders committee is backstopping the
$225 million rights offering.  Secured lenders and Mr. Icahn will
be paid in full by paying Mr. Icahn $125 million in rights
offering proceeds, 100% of net sale proceeds from any sale of the
Trump Marina and new debt.

Mr. Trump and the bondholders have offered to put up $225 million
in fresh cash and new loans.  Mr. Icahn and Beal Bank are ready to
provide $488 million in secured loans.

A full-text copy of the disclosure statement explaining Beal &
Icahn's plan is available for free at:

   http://bankrupt.com/misc/TrumpEntertainment_5thABealDS.pdf

A full-text copy of the disclosure statement explaining the
Noteholders' and Debtors' plan is available for free at:

   http://bankrupt.com/misc/Trump_6thANoteholdersDS.pdf

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's


TWCC HOLDING: Moody's Assigns 'Ba2' Rating on $1.3 Bil. Loan B
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to TWCC Holding
Corp.'s (d/b/a The Weather Channel Companies) proposed
$1.3 billion senior secured term loan B.  The new facility is
expected to mature in 2015, rank pari passu with TWCC's undrawn
$150 million Ba2 rated revolving credit facility and be guaranteed
by TWCC and all its subsidiaries and secured by substantially all
of the assets of TWCC and the subsidiaries.  Net proceeds from the
offering and balance sheet cash will be used to repay all of
TWCC's existing Ba2 rated term loan B ($1.1 billion as of
12/31/09) and $225 million of the company's unrated senior
subordinated notes ($610 million as of 12/31/09).  Moody's will
withdraw the existing term loan B Ba2 rating upon repayment.  The
refinancing is roughly leverage neutral and meaningfully improves
the company's free cash flow generation.  The rating outlook is
stable.

Assignments:

Issuer: TWCC Holding Corp.

  -- Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3-39%)

In Moody's view, the proposed lower interest rate spread and LIBOR
floor on the new $1.3 billion term loan versus the current
$1.1 billion term loan B reflects the improvement in the credit
markets since the company was acquired and the joint venture was
created in August 2008.  The joint venture is owned by NBC
Universal (Baa2 senior unsecured) and private equity funds
including Bain Capital Partners, LLC and Blackstone Management
Partners LLC.  Moody's estimates that the lower cost of bank debt
along with the partial repayment of the 13.5% senior subordinated
notes will significantly decrease TWCC's run rate of cash interest
expense by about $36 million per year.  As a result, Moody's
expects that TWCC will generate improved free cash flow in excess
of $100 million, pro forma for full year 2010, which is slightly
ahead of Moody's original expectation when it assigned ratings
prior to the recessions' impact.  The stable rating outlook also
assumes advertising market conditions will continue to improve.
Moody's expects that TWCC will utilize its excess cash to amortize
the new term loan facility.

The Ba2 rating on the proposed facility reflects the first
priority claim on the cash flow and assets, including the assets
and capital stock of TWCC's subsidiaries.  The one notch rating
gap to TWCC's Ba3 Corporate Family Rating is driven by the
contractual seniority to $385 million (pro forma for the
refinancing) of senior subordinated notes which provide loss
absorption cushion in the event of default.

Moody's last rating action was on August 14, 2008, when it
assigned the company a Ba3 CFR.

TWCC'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 and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of TWCC's core industry and TWCC's ratings are believed to
be comparable to those of other issuers of similar credit risk.

TWCC Holding Corp. (d/b/a as The Weather Channel Companies),
headquartered in Atlanta, GA is a multi-platform media and
information company focused on providing weather information via a
variety of distribution platforms.  Content is delivered to
individuals most notably through its national U.S. cable network
"The Weather Channel", the Internet, and mobile.  TWCC also builds
radar systems and provides weather data and forecasting services
to a variety of industries.  TWCC is comprised of three operating
segments: The Weather Channel Networks, The Weather Channel
Interactive and Weather Services International Corporation.


US CONCRETE: Gets Deficiency Notice from Nasdaq Stock
-----------------------------------------------------
U.S. Concrete Inc. received a letter from The Nasdaq Stock Market
indicating that the bid price of the Company's common stock for
the last 30 consecutive business days had closed below the minimum
$1.00 per share required for continued listing under the Nasdaq
Marketplace Rules.

The Company has been provided an initial period of 180 calendar
days, or until Sept. 7, 2010, to regain compliance.  The letter
states the Nasdaq staff will provide written notification that the
Company has achieved compliance with the rule if at any time
before Sept. 7, 2010, the bid price of the Company's common stock
closes at $1.00 per share or more for a minimum of 10 consecutive
business days.

In the event the Company cannot demonstrate compliance with the
minimum bid price rule by Sept. 7, 2010, the Nasdaq staff will
send the Company written notification that its securities are
subject to delisting.  At that time, the Company may appeal the
delisting determination to a hearings panel.  Alternatively, the
Company may be eligible for an additional grace period if it meets
the initial listing standards, with the exception of bid price,
for The Nasdaq Capital Market.

                       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.


UTEX COMMUNICATIONS: Section 341(a) Meeting Scheduled for April 6
-----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in UTEX Communications Corp.'s Chapter 11 case on April 6, 2010,
at 4:00 p.m.  The meeting will be held at Austin Room 118, Homer
Thornberry Building, 903 San Jacinto, Austin, TX 78701.

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.

Austin, Texas-based UTEX Communications Corp., dba FeatureGroup
IP, filed for Chapter 11 bankruptcy protection on March 3, 2010
(Bankr. W.D. Texas Case No. 10-10599).  Patricia Baron Tomasco,
Esq., at Munch Hardt Kopf & Harr, P.C., assists the Company in its
restructuring effort.  The Company listed $100,000,001 to
$500,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


US AIRWAYS: Pilots Support DOT Rules on Delta Slot Swap
-------------------------------------------------------
The US Airline Pilots Association (USAPA), representing the pilots
of US Airways, on March 10 announced support for the conditions
imposed by the Department of Transportation (DOT) on US Airways'
proposed slot swap with Delta Airlines.  USAPA also reaffirms its
request to the Department of Justice for a full investigation to
expose likely anti-competitive results of the deal.  The deal
would give Delta 51% of New York-LaGuardia Airport departures and
US Airways 58% of the Reagan Washington National Airport
departures.

The two airlines submitted a joint waiver request from the
prohibition on purchasing slots at New York LaGuardia Airport. The
waiver would allow US Airways to transfer 125 pairs of slots to
Delta, plus a lease/option of an additional 15 pairs of slots at
LaGuardia Airport. The waiver also allows Delta to transfer 43
pairs of slots to US Airways at Reagan Washington National
Airport. A pair of slots is one takeoff and one landing.

The DOT announced in February that it was proposing conditional
divestitures, "because of the unusual size of the transaction,
which dramatically enhances the respective market position of
Delta at LaGuardia and US Airways at Reagan National Airport, the
reduced competitive incentives that the carriers would have at the
respective airports, and the potential for use of the transferred
slot interests in an anticompetitive manner."

"Historically this kind of market domination results in higher
airfares, reduced frequency of flights and less choice and
generally has an adverse effect on the traveling public,
particularly in medium- and small-sized markets," said USAPA
President Mike Cleary. "This also would have a huge impact on
jobs, and in this case US Airways employees with decades of
experience would be negatively impacted. Although we support the
DOT's decision to require slot divestitures, we want to make it
clear that waivers to laws that minimize the intent of the law
should not be granted. That is why we are asking the Department of
Justice to investigate the transaction."

Headquartered in Charlotte, N.C., the US Airline Pilots
Association (USAPA) represents more than 5,000 US Airways pilots
in five domiciles across the United States. Visit the USAPA Web
site at www.USAirlinePilots.org.

                          About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.

In February, Moody's Investors Service affirmed the 'Caa1'
Corporate Family and Probability of Default ratings of US Airways
Group, Inc., and the SGL-4 Speculative Grade Liquidity rating.

US Airways Group carries a 'CCC' issuer default rating from Fitch.


VALENCE TECHN: Receives NASDAQ Notification Over Minimum Bid Price
------------------------------------------------------------------
Valence Technology, Inc. announced that it received written notice
on March 8, 2010 from The NASDAQ Stock Market indicating that the
Company is not in compliance with the $1.00 minimum bid price
requirement for continued listing on the NASDAQ Capital Market, as
set forth in Listing Rule 5550(a)(2). The notice has no effect on
the listing of the Company's common stock at this time, and its
common stock will continue to trade on the NASDAQ Capital Market
under the symbol "VLNC."

The Company will be provided 180 calendar days, or until September
7, 2010, to regain compliance. To regain compliance, the bid price
of the Company's common stock must close at $1.00 or higher for a
minimum of 10 consecutive business days within the stated 180-day
period. If the Company is not in compliance by September 7, 2010,
the Company may be afforded a second 180 calendar day grace period
if it meets the NASDAQ Capital Market initial listing criteria
(except for the minimum bid price requirement), as set forth in
Listing Rule 5810(c)(3)(A). If it otherwise meets the initial
listing criteria, NASDAQ will notify the Company that it has been
granted an additional 180 calendar day compliance period.

If the Company does not regain compliance within the allotted
compliance period(s), including any extensions that may be granted
by NASDAQ, the Company's common stock will be subject to delisting
from the NASDAQ Capital Market. The Company would then be entitled
to appeal the NASDAQ Staff's determination to a NASDAQ Listing
Qualifications Panel and request a hearing.

                     About Valence Technology

Valence Technology is an international leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Founded in 1989, Valence Technology today offers a proven
technology and manufacturing infrastructure that delivers ISO-
certified products and processes that are protected by an
extensive global patent portfolio. Headquartered in Austin, Texas,
Valence Technology is strategically aligned by five business
segments: Motive, Marine, Stationary, Industrial and Military. In
addition to the corporate headquarters in Texas, Valence
Technology has its Research & Development Center in Nevada, its
Europe/Asia Pacific Sales office in Northern Ireland and global
fulfillment centers in North America and Europe. Valence
Technology is traded on the NASDAQ Capital Market under the ticker
symbol "VLNC." For more information, visit www.valence.com.


VALUE MUSIC: Files for Bankruptcy Protection
--------------------------------------------
According to freetimes.com, Value Music Concepts Inc. filed for
Chapter 11 protection, placing Manifest Discs and Tapes in limbo.
The company filed for bankruptcy in 2004 following a merger with
the Central South chain of stores.  A meeting of creditors is set
on April 1, 2010.

Based in Georgia, Value Music Concepts Inc. is a music retail
store.


VINEYARD NATIONAL: Court Approves Disclosure Statement
------------------------------------------------------
BankruptcyData reports that the U.S. Bankruptcy Court approved
Vineyard National Bancorp's Disclosure Statement related to the
Joint Plan of Liquidation presented by the Company and its
official committee of unsecured creditors.

BData says the Disclosure Statement asserts, "The Plan provides
for the disposition of all assets of the Debtor's Estate through
the establishment of a Liquidating Trust for the benefit of the
Holders of Allowed Claims consistent with the priority provisions
of the Bankruptcy Code, as provided for in the Debtor's Plan of
Liquidation. Remaining assets, to the extent not converted to cash
or other proceeds as of the Effective Date, will be sold or
otherwise disposed of after the Effective Date, with all net cash
proceeds to be distributed to Holders of Allowed Claims as
provided for in the Plan."

Vineyard National Bancorp (NASDAQ: VNBC) (AMEX: VXC.PR.D) --
http://www.vineyardbank.com/-- was the financial holding company,
which provides a variety of lending and depository services to
businesses and individuals through its wholly owned subsidiary,
Vineyard Bank, National Association.

Vineyard Bank was closed July 17 by regulators, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with California Bank & Trust, San Diego, California, to
assume all of the deposits of Vineyard Bank, N.A., excluding those
from brokers.

As of March 31, 2009, Vineyard Bank, N.A., had total assets of
$1.9 billion and total deposits of approximately $1.6 billion.  In
addition to assuming all of the deposits of the failed bank,
California Bank & Trust agreed to purchase approximately
$1.8 billion of assets.  The FDIC will retain the remaining assets
for later disposition.  California Bank & Trust purchased all
deposits, except about $134 million in brokered deposits, held by
Vineyard Bank, N.A.

Vineyard National Bancorp filed for Chapter 11 on June 21, 2009
(Bankr. C.D. Calif. Case No. 09-26401).


VISTEON CORP: China JV Makes Platforms for GM Sedan
---------------------------------------------------
A Visteon Corporation joint venture based in China has launched an
instrument cluster and audio systems on Shanghai General Motors'
new small car, Chevrolet New Sail.

Yanfeng Visteon Automotive Electronics (YFVE) -- the electronics
arm of Visteon's joint venture with the Shanghai Automotive
Industry Corporation (SAIC) -- developed the products based on
Visteon's global instrument cluster and audio platforms, offering
New Sail owners an appealing in-car electronics experience.

YFVE and its subsidiaries' strong engineering and manufacturing
capabilities made it possible to design and manufacture the
cluster and audio systems in China.  By leveraging Visteon's
renowned global platforms, the talented engineering team at YFVE
was able to customize the products to meet Shanghai GM's
requirements for state-of-the-art functionality and appearance.

"We are proud to contribute to Shanghai GM's new small car for the
China market," said Steve Meszaros, product group president.
"Visteon's automotive intellect, combined with YFVE's product
development capability and manufacturing footprint, position us
well to support automakers in the small car segment in China."

Incorporating a single gauge for speed display, the cluster
features two 2.5-inch digital LCD displays, which are considered
unique in this small car segment.  The stylish LCD displays also
have an advanced heating function to allow quick response time
and save electrical power in low-temperature environments.

The use of leading lighting technology enhances background
illumination on the speed gauge, enabling the user to read
instrument indicators more easily in all lighting conditions while
improving vehicle interior styling harmony.

Visteon also supplies audio systems for the New Sail in two
variants.  The basic version features an AM/FM radio with
auxiliary input, while the higher-end version also offers a CD
player and MP3 interface.

"Visteon's platform approach has been well-received and makes the
cluster and audio systems a reality at competitive cost," said
Matthew Cole, general manager of YFVE. "The products are a
testimony to YFVE's capabilities in product development.  With
more than 15 years experience in the China market, we can
confidently meet our customers' diverse needs."

Yanfeng Visteon Automotive Electronics, a joint venture between
Visteon and Yanfeng Visteon, is a leading automotive electronics
supplier in China, specializing in audio and infotainment, driver
information, center stack electronics and powertrain systems.
With approximately 4,000 employees in five manufacturing plants
and one technical center, YFVE supports domestic China and export
markets.

                        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: CRISIL Downgrades TACO's Rating to 'BB'
-----------------------------------------------------
CRISIL has downgraded its ratings on the bank facilities of TACO
Visteon Engineering Pvt Ltd to 'BB/Negative/P4+' from 'BBB-
/Negative/P3'.

Facilities                       Ratings
----------                       -------
INR15.0 Million Long-Term Loans  BB/Negative (Downgraded from
                                               'BBB-/Negative')

INR40.0 Million Packing Credit   P4+ (Downgraded from 'P3')
      Foreign Currency (Reduced
          from INR75.0 million)

The downgrade reflects a steep decline in business levels for
TVEPL, resulting in the company reporting after tax losses for
the nine months ended December 31, 2009.  The downgrade also
reflects CRISIL's belief that the growth in TVEPL's revenue and
profitability over the near term will remain sluggish, as there
is limited visibility on orders from its parent, Visteon Corp.
and its affiliates.  Therefore, TVEPL's credit profile is
expected to remain weak over the medium term, in contrast to
CRISIL's earlier expectations.

TVEPL's weak performance is attributable to Visteon continuing to
be under bankruptcy, as well as to the impact of the slowdown in
the global automobile industry (more particularly the US and
European automobile markets, which are yet to recover completely
from the slowdown).  TVEPL generates its entire revenues from
Visteon and its affiliates, and geographically a majority of
TVEPL's revenues (over 85 per cent) are from the US and Europe.
The ratings also take into account TVEPL's moderate net worth,
which makes it vulnerable to business downturns.  The ratings,
nevertheless, continue to be supported by TVEPL's comfortable
gearing levels and its moderate liquidity position.

Outlook: Negative

CRISIL believes that TVEPL's business levels to witness continued
pressure over the near term, because of the weak sentiment in the
global automotive market, which will impact order generation by
Visteon and its affiliates.  Greater than anticipated decline in
TVEPL's business levels, adversely affecting its cash generation,
could result in a rating downgrade.  Conversely, significant
increase in revenues and profitability could result in the
outlook being revised to 'Stable'.

                       About TACO Visteon

TACO Visteon Engineering Pvt Ltd was incorporated as a 50:50
joint venture between Tata Autocomp Systems Ltd (TACO, rated
'AA-/Negative/P1+' by CRISIL) and Visteon.  Recently, TACO sold
its entire stake in the joint venture to one of the Indian
subsidiaries of Visteon.  Consequently, Visteon now holds 100 per
cent in TVEPL.  Using computer-aided design and computer-aided
engineering tools, TVEPL designs interior systems, and climate
control systems and electronics, and designs, develops, and
assists in the manufacture of total engine induction systems, for
Visteon and its associates.  Visteon is a leading player in
delivering climate, interior, and electronics components and
systems to global automobile original equipment manufacturers.

TVEPL commenced operations in 2005.  The company's premier
facility is based in Pune and it has offices in the UK and the
US.  For 2008-09 (refers to financial year, April 1 to March 31),
TVEPL reported a net profit of INR37.7 million on net revenues of
INR348.4 million, compared with a net profit of INR17.4 million
on net revenues of INR289.5 million for 2007-08.

                        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)


WARNER MUSIC: Posts $17 Million Net Loss in FY 2010 First Quarter
-----------------------------------------------------------------
Warner Music Group Corp. filed its quarterly report on Form 10-Q,
showing a net loss of $17 million, or ($0.11) per diluted share,
for the first quarter ended December 31, 2009, compared with net
income of $23 million, or $0.15 per diluted share, in the prior-
year quarter.  The prior-year quarter included a gain of
$36 million, or $0.24 per diluted share, related to the sale of
the company's investment in Front Line Management.

For the quarter, revenue grew 3.5% to $918 million from
$887 million in the prior-year quarter.

As of December 31, 2009, the Company's cash and cash equivalents
totaled $339 million, compared to cash and cash equivalents of
$384 million at December 31, 2008.

Net cash used in operating activities was $42 million compared to
net cash provided by operating activities of $43 million in the
prior-year quarter.  Net cash used in investing activities was
$2 million compared to $117 million provided by investing
activities in the prior year quarter.  The prior year quarter
included proceeds of $123 million from the sale of the Company's
remaining equity state in Front Line Management.

The Company's balance sheet as of Dec. 31, 2009, showed
$3.934 billion in assets and $4.031 billion of debts, for a
stockholders' deficit of $97 million.

A full-text copy of the Company's fiscal 2010 first quarter report
is available for free at http://researcharchives.com/t/s?5223

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on November 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.


WAVE SYSTEMS: Posts $1.0 Million Net Loss in Q4 2009
----------------------------------------------------
Wave Systems Corp. reported net revenues of $5.2 million for the
fourth quarter ended December 31, 2009, compared to net revenues
of $3.3 million, for the same period of 2008.  Q4 2009 net
revenues rose 7.6% over Q3 2009, as higher software licensing
sales more than offset a modest decline in services revenues
related to a government consulting contract.  For the full year
2009, net revenues grew 114% to $18.9 million compared to 2008 net
revenues of $8.8 million due primarily to higher per-unit royalty
rates earned during 2009.

Wave Systems reported a net loss attributable to common
stockholders of $1.0 million, or $0.01 per basic and diluted
share, for the fourth quarter of 2009, compared with a fourth
quarter 2008 net loss attributable to common stockholders of
$4.0 million, or $0.07 per basic and diluted share.  The Q4 2008
net loss included a charge of $657,000 related to the non-cash
beneficial conversion feature on the Series J and Series K
convertible preferred stock issued during that quarter.

For the full year 2009, Wave Systems reported a net loss
attributable to common stockholders of $3.3 million, or $0.05 per
basic and diluted share, compared with a 2008 net loss
attributable to common stockholders of $21.2 million, or $0.38 per
basic and diluted share.

"The fourth quarter of 2009 was a watershed period for Wave as we
continued to increase sequential revenue for the quarter and full
year, completed our largest-ever enterprise upgrade sale and
worked to expand our PC OEM business through a software reseller
agreement with HP," commented Steven Sprague, Wave's CEO.  "In
addition to the financial significance of the $5.7 million multi-
year software license and maintenance orders we secured from a
'Big Three' U.S. automaker ($1.9 million of which was recorded as
billings in Q4 '09), we believe their adoption of Wave's
management solution for self-encrypting drives demonstrates the
value and performance benefits of our approach to data
protection."

Mr. Sprague continued, "On the distribution side, our new HP
reseller agreement allows HP to offer Wave software to their
customers through VAR and direct sales channels, opening up a new
base of prospective enterprise customers.  I'm pleased to report
that in Q1 2010 we have already filled our first order as a result
of this relationship."

"As part of our strategy, we have hired several seasoned PC
industry sales and marketing team me mbers who will focus solely
on HP initiatives," Mr. Sprague added. "We are also furthering
investment in our sales and marketing programs to support this and
other OEM opportunities as we continue to pursue customers
interested in the data protection and identity protection
solutions we provide.  Supporting this interest is domestic and
international legislation that imposes, in some cases, financial
penalties for companies who experience data breach or loss."

Wave says its auditors' opinion letter, which will be contained in
Wave's Form1 10-K for the year ended December 31, 2009, raises
substantial doubt about the Company's ability to continue as a
going concern given its recurring losses from operations, working
capital position and its accumulated deficit.

The Company's balance sheet as of Dec. 31, 2009, showed
$6,327,925 in assets and $8,187,881 of debts, for a stockholders'
deficit of $1,859,956.

                        About Wave Systems

Wave Systems Corp. (NASDAQ: WAVX) http://www.wave.com/-- provides
software to help solve critical enterprise PC security challenges
such as strong authentication, data protection, network access
control and the management of these enterprise functions.


WEST FELICIANA: Bid Deadline for All Assets Set for April 2
-----------------------------------------------------------
West Feliciana Acquisition, L.L.C., obtained authorization from
the Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the
Middle District of Louisiana for a process of selling
substantially all of its assets.

The deadline for the submission of bids is April 2, at 5:00 p.m.
(CST.)  The Debtor will seek approval of the sale to the winning
bidder at the hearing on April 9 at 11:00 a.m. (CST) at the U.S.
Bankruptcy Court, 707 Florida Street, Room 222, Baton Rouge,
Louisiana.  Objections, if any are due April 8, at 3:00 p.m.
(CST.)

The Debtor must file a notice of lead bidder and secondary bidder,
along with a signed purchase, no later than April 7 at 5:00 p.m.
(CST.)

The closing on the sale transaction will occur within 7 business
days after entry of the sale order.

                      About West Feliciana

Saint Francisville, Louisiana-based West Feliciana Acquisition,
LLC, filed for Chapter 11 bankruptcy protection on January 17,
2010 (Bankr. M.D. La. Case No. 10-10053).  Louis M. Phillips,
Esq., at Gordon, Arata, McCollam, Duplantis & Eagan, L.L.P.,
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.


XOMA LIMITED: Anticipates Non-Compliance Notice From NASDAQ
-----------------------------------------------------------
As previously disclosed, in September 2009, XOMA Ltd. received
notice from NASDAQ that for the 30 consecutive business days
preceding September 15, 2009, the bid price for its common shares
closed below the minimum $1.00 per share required by NASDAQ's
continued listing rules and that XOMA has until March 15, 2010, to
regain compliance with this requirement.  The company anticipates
receiving a letter from NASDAQ on or shortly after March 16, 2010,
indicating that it has not regained compliance with this
requirement.  XOMA intends to request a hearing before the NASDAQ
Listing Qualifications Panel (the "Panel"), which request will
stay delisting pending the Panel's decision following the hearing.
At the hearing, XOMA intends to request continued listing based on
a plan for regaining compliance.  Although the Panel has the
authority to grant the company up to an additional 180 days from
the date of the forthcoming NASDAQ notice, to implement its plan,
there can be no assurance that the Panel will grant XOMA's request
for continued listing.

A copy of the company's full year 2009 and fourth quarter results
are available free at:

              http://ResearchArchives.com/t/s?5884

                           About XOMA

XOMA -- http://www.xoma.com.-- a fully integrated product
development infrastructure, extending from pre-clinical science to
approval, and a team of about 200 employees at its Berkeley,
California location.


ZEALOUS HOLDINGS: Must Get Court OK Prior to Any Assets Sale
------------------------------------------------------------
Zealous, Inc., has entered negotiations with two private parties
for three of its trading algorithms from its financial services
division.  "Nearly a decade ago the company began developing
trading algorithms and it is from those early efforts that these
three algorithms were conceived," said Milton C. Ault III,
President, CEO and Chairman of Zealous, Inc.  Zealous Holdings,
Inc. (ZHI), a wholly owned subsidiary of Zealous Inc., developed,
marketed and briefly conducted business utilizing this system and
its series of algorithms.  ZHI and its two wholly owned
subsidiaries were closed in early 2009 as an aftermath to the
financial crisis of Fall 2008.  ZHI is in the midst of a Chapter 7
proceeding and must get bankruptcy court approval prior to any
sale of assets.  Zealous Inc., on behalf of its defunct financial
services division, will continue the negotiations and manage the
process to complete the possible sale of assets.  Ault explained,
"If sold, the proceeds from the sale of this asset will go
directly to resolve the outstanding debt this division has."  The
company makes no assurances that a transaction will occur and to
that end, the company will pursue the negotiations to the benefit
of its shareholders.

"Zealous is very pleased that more creditors are working with the
company to settle the debt.  It is from the cooperation and
patience of these creditors that has allowed Zealous to develop
and nurture its assets for the benefit of our shareholders and
creditors," said Ault.

The company in conjunction with it recent appointment of Gary
Gottlieb as Chief Restructuring Officer has established a
dedicated email address for all potential creditors to contact the
company and present a claim.  Any party should remit their claim
to settlements@zealousinc.net.

                         About Zealous, Inc.

Zealous, Inc. Zealous, Inc., is a holding company that operates
through its three subsidiaries, Zealous Interactive, Inc., Health
and Wellness Partners, Inc., and Zealous Holdings, Inc.  Zealous
Interactive, Inc. is a multimedia company specializing in online
media distribution and content management.  The flagship
enterprise of Interactive is its adult portal and social network
and features its print and online publications and over 500 URLs
and websites.  Health and Wellness Partners, Inc., is a
distributor of health, energy and vitality products that promote
wellness in body, mind and spirit.  Zealous Holdings, Inc., was a
financial services holding company now discontinued and involved
in Chapter 7 dissolution.


ZALE CORP: Directors Form Panel to Review Financing Options
-----------------------------------------------------------
Matt Appel, Chief Financial Officer at Zale Corporation, has said
the Company's primary financial focus over the next 90 days is to
strengthen its liquidity profile by attracting new capital to the
business.

Jack Lowe, Chairman of Zale's Board of Directors, has said the
board has formed a committee of independent directors to review a
wide range of financing alternatives which will be formally vetted
through Peter J. Solomon Company.  Mr. Lowe said, "We are at the
very initial stages of this process and I am confident that it
will result in an outcome that's in the best interest of our
shareholders, our employees and our customers."

Mr. Appel said, "I am confident that we will identify options to
implement a long-term capital structure from which we can fuel the
recovery of the business."

Zale on February 24 reported net earnings of $6.7 million, or
$0.21 per share, for the second fiscal quarter ended January 31,
2010, compared to a net loss of $31.8 million, or $1.00 per share,
in the comparable period in fiscal 2009.  Aggregate revenues were
$582 million, a decrease of 14.3% compared to $679 million during
the second fiscal quarter of 2009.  Same store sales during the
second fiscal quarter decreased 11.2%, compared to a decrease of
18.1% during the 2009 period.

At January 31, 2010, Zale had $1.202 billion in total assets
against total current liabilities of $316.117 million, long-term
debt of $367.600 million, and other liabilities of
$192.831 million; resulting in stockholders' investment of
$325.891 million.

The Company has closed a total of 187 retail locations since
January 31, 2009, of which 28 were closed in the quarter ended
January 31, 2010.

The Company reduced aggregate selling, general and administrative
expenses by $40 million during the quarter ended January 31, 2010,
compared to the same period in fiscal 2009.  This reduction
resulted primarily from the Company's initiatives to reduce
expenses including store closures.  During the quarter ended
January 31, 2010, the Company recorded a non-cash $23.3 million
pre-tax charge for the impairment of certain store property and
equipment. Operating margin for the second quarter of fiscal 2010
was (0.6%), an improvement of 260 basis points compared to the
comparable period in the prior year.

In the quarter ended January 31, 2010, the Company had an income
tax benefit of $12 million, compared to tax expense of $7 million
in the comparable period in the prior year. The income tax benefit
was attributable to a $17 million credit recorded as a result of
recent tax law changes increasing the net operating loss carry-
back period to 5 years, partially offset by $5 million of tax
expense related primarily to earnings from the Company's Canadian
operations.

Inventory at January 31, 2010, was $738 million, a decrease of
roughly $110 million from January 31, 2009.  As of January 31,
2010, the Company had outstanding debt of $368 million compared to
$390 million as of January 31, 2009.  Availability under the
Company's $500 million asset-backed revolving credit facility as
of January 31, 2010, was roughly $67 million.

"We have made progress year over year in gross margin, expenses,
earnings per share and inventory levels," commented Theo Killion,
President and Interim Chief Executive Officer. "Our direct
competitors have demonstrated that the market for mid-tier
jewelers has stabilized. It is critical that we focus on retail
fundamentals and the core diamond business while we leverage our
brand equity, capabilities and personnel to improve top line
volumes," added Mr. Killion.

                      About Zale Corporation

Dallas, Texas-based Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating roughly
1,900 retail locations throughout the United States, Canada and
Puerto Rico, as well as online.  Zale Corporation's brands include
Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples
Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale also
operates online at www.zales.com, www.zalesoutlet.com and
www.gordonsjewelers.com

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.  The Deal.com points to
these signs that Zale is on the brink:

     -- Zale reported same-store sales for November-December
        fell 12%;

     -- Zale lost $57.6 million for its first quarter, ended
        October 31, and for its 2009 fiscal year, which ended
        July 31;

     -- Zale posted a net loss of $190 million on total revenue of
        $1.8 billion, down from $2.1 billion the year earlier;

     -- The Wall Street Journal has reported that Zale has asked
        vendors to buy back unsold merchandise at full price;

     -- The company's top three officers resigned last month.

As reported by the TCR on January 26, 2010, Cathy Hershcopf, Esq.,
at Cooley Godward Kronish LLP, told The Deal's Maria Woehr in an
interview that there will be retailers that cannot possibly
survive due a lack of consumer confidence.  With regard to Zales,
Ms. Hershcopf said, "I don't know how it continues to survive when
so many of its prior customers are not working."

As reported by the TCR on August 7, 2009, Zale closed 118
underperforming retail locations during the fiscal fourth quarter
ended July 31, 2009.  The Company closed a total of 191
underperforming locations during fiscal year 2009, of which 160
were retail stores and 31 were kiosks.  In addition to the
closures, the Company entered into agreements in principle on
certain of its remaining retail locations, which would result in a
reduction in aggregate rental obligations commencing in fiscal
year 2010.  Following the closures, the Company operates 1,931
retail locations, according to the TCR report.


ZALE CORP: Franklin Resources Holds 4.7% of Common Stock
--------------------------------------------------------
San Mateo, California-based Franklin Resources, Inc.; Charles B.
Johnson; and Rupert H. Johnson, Jr., disclosed that as of
February 28, 2010, they may be deemed to own 1,500,000 shares or
roughly 4.7% of the common stock of Zale Corporation.

Dallas, Texas-based Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating roughly
1,900 retail locations throughout the United States, Canada and
Puerto Rico, as well as online.  Zale Corporation's brands include
Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples
Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale also
operates online at www.zales.com, www.zalesoutlet.com and
www.gordonsjewelers.com

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.  The Deal.com points to
these signs that Zale is on the brink:

     -- Zale reported same-store sales for November-December
        fell 12%;

     -- Zale lost $57.6 million for its first quarter, ended
        October 31, and for its 2009 fiscal year, which ended
        July 31;

     -- Zale posted a net loss of $190 million on total revenue of
        $1.8 billion, down from $2.1 billion the year earlier;

     -- The Wall Street Journal has reported that Zale has asked
        vendors to buy back unsold merchandise at full price;

     -- The company's top three officers resigned last month.

As reported by the TCR on January 26, 2010, Cathy Hershcopf, Esq.,
at Cooley Godward Kronish LLP, told The Deal's Maria Woehr in an
interview that there will be retailers that cannot possibly
survive due a lack of consumer confidence.  With regard to Zales,
Ms. Hershcopf said, "I don't know how it continues to survive when
so many of its prior customers are not working."

As reported by the TCR on August 7, 2009, Zale closed 118
underperforming retail locations during the fiscal fourth quarter
ended July 31, 2009.  The Company closed a total of 191
underperforming locations during fiscal year 2009, of which 160
were retail stores and 31 were kiosks.  In addition to the
closures, the Company entered into agreements in principle on
certain of its remaining retail locations, which would result in a
reduction in aggregate rental obligations commencing in fiscal
year 2010.  Following the closures, the Company operates 1,931
retail locations, according to the TCR report.


* Bank Failures This Year Reach 27 after LibertyPointe Closed
-------------------------------------------------------------
Regulators closed LibertyPointe Bank in New York, on March 11,
raising the total closings for this year to 27.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Valley National Bank, Wayne, New Jersey, to assume
all of the deposits of LibertyPointe Bank.

The Federal Deposit Insurance Corporation was appointed receiver
for the banks.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

     1. Depositors
     2. General Unsecured Creditors
     3. Subordinated Debt
     4. Stockholders

                    2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                               Loss-Share
                               Transaction Party     FDIC Cost
                  Assets of    Bank That Assumed   to Insurance
                  Closed Bank  Deposits & Bought      Fund
Closed Bank       (millions)   Certain Assets       (millions)
-----------       ----------   --------------      -----------
LibertyPointe Bank      $209.7    Valley National          $24.8
Sun American Bank       $535.7    First-Citizens Bank     $103.8
Waterfield Bank         $155.6    {FDIC Created}           $51.0
Centennial Bank         $215.2    Zions Bank               $96.3
Bank of Illinois        $211.7    Heartland Bank           $53.7
Rainier Pacific Bank    $446.2    Umpqua Bank, Roseburg    $95.2
Carson River Community   $51.1    Heritage Bank of Nevada   $7.9
George Washington       $412.8    FirstMerit Bank         $141.4
La Jolla Bank         $3,600.0    OneWest Bank, FSB       $882.3
The La Coste Nat'l       $53.9    Community National        $3.7
Marco Community Bank    $119.6    Omaha Bank               $38.1
1st American State       $18.2    Community Development     $3.1
First National Bank     $832.6    Community & Southern    $260.4
Florida Community       $875.5    Premier American Bank   $352.6
American Marine Bank    $373.2    Columbia State Bank      $58.9
Marshall Bank, N.A.      $59.9    United Valley Bank        $4.1
First Regional Bank   $2,180.0    First-Citizens Bank     $825.5
Comm. Bank & Trust    $1,210.0    SCBT, N.A.              $354.5
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

    http://www.fdic.gov/bank/individual/failed/banklist.html

                   702 Banks on Problem List

In its quarterly banking profile, the Federal Deposit Insurance
Corp. said that the number of institutions on its "Problem List"
rose to 702 at the end of 2009, from 552 at the end of the third
quarter and 252 at the end of 2008.

The FDIC, in its February 23 report, said that total assets of
"problem" institutions were $402.8 billion at yearend 2009,
compared with $345.9 billion at the end of September and $159.0
billion at the end of 2008.  Both the number and assets of
"problem" institutions are at the highest level since June 30,
1993.

The Deposit Insurance Fund (DIF) decreased by $12.6 billion during
the fourth quarter to a negative $20.9 billion (unaudited)
primarily because of $17.8 billion in additional provisions for
bank failures.  Also, unrealized losses on available-for-sale
securities combined with operating expenses reduced the fund by
$692 million.  Accrued assessment income added $3.1 billion to the
fund during the quarter, and interest earned, combined with
termination fees on loss share guarantees and surcharges from the
Temporary Liquidity Guarantee Program added $2.8 billion.  For the
year, the fund balance shrank by $38.1 billion, compared to a
$35.1 billion decrease in 2008.  The DIF's reserve ratio was
negative 0.39% on December 31, 2009, down from negative 0.16% on
September 30, 2009, and 0.36% a year ago.  The December 31, 2009,
reserve ratio is the lowest reserve ratio for a combined bank and
thrift insurance fund on record.

Forty-five insured institutions with combined assets of
$65.0 billion failed during the fourth quarter of 2009, at an
estimated cost of $10.2 billion.  For all of 2009, 140 FDIC-
insured institutions with assets of $169.7 billion failed, at an
estimated cost of $37.4 billion.  This was the largest number of
failures since 1990 when 168 institutions with combined assets of
$16.9 billion failed.

On November 12, 2009, the FDIC adopted a final rule amending the
assessment regulations to require insured depository institutions
to prepay their quarterly risk-based assessments for the fourth
quarter of 2009 and for all of 2010, 2011, and 2012 on December
30, 2009, along with each institution's risk-based assessment for
the third quarter of 2009.   The FDIC is asking banks to prepay
three years of premiums on Dec. 30 to raise $45 billion for the
fund.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

               Problem Institutions      Failed Institutions
               --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended Dec. 31, 2009, is available for free at:

      http://bankrupt.com/misc/FDIC_QBP_Q4_09.pdf


* BOOK REVIEW: Instincts of the Herd in Peace and War
-----------------------------------------------------
Author: Wilfred Trotter
Publisher: Beard Books
Softcover: 264 pages
List Price: $34.95
by Henry Berry

Instincts of the Herd in Peace and War examines how individuals
become involved in social groups and how this affects their
involvement in a nation, the ultimate social group.  According to
Trotter, human beings are, by nature, "gregarious," and their
gregariousness is instinctive.  Consequently, individuals are
compelled to attach themselves to a primary social group and
assume a role within it.  Individuals may form attachments to
other groups and take different or modified roles within them, but
it is their attachment to, identification with, and role within a
primary group that lends them their personal identity, sense of
purpose, and sense of self-worth and fulfillment.

Although a nation is the ultimate group, it becomes the primary
social group only in the case of war.  To Trotter, war and peace
are not mutually exclusive social states.  They form a continuum
of historical social states that comprise the entirety of all
possible social states.  There can be no utopias, nor can there be
eternal wars.  The flow of events brings periods of peace and war.
The events in Europe preceding World War I -- the period during
which Trotter wrote the first edition of his book -- were a test
case for the author's observations and conclusions. The people of
England, France, Germany, and other European nations became
focused on defending their nations against external enemies.
Societies (i. e., nations) underwent upheaval as their people
turned from limited involvement with smaller social groups to
large-scale involvement in national defense.

Trotter's book is recognized as a classic in the field of
sociology, a relatively new science in the latter 1800s and early
1900s.  Trotter and others sought to understand the group dynamics
of democratic societies, which were replacing the class structure
of aristocratic, hierarchal societies.  Trotter also sought to
counter the misleading effects of psychology, especially the
influence of Freudian psychology, which saw individuals as
influenced mostly by inner, largely subconscious feelings and
experiences.

Trotter argues that psychology is not an independent field. Says
the author, "The two fields -- the social and the individual --
are absolutely continuous; all human psychology, it is contended,
must be the psychology of associated man, since man as a solitary
animal is unknown to us . . . ."  Even a hermit is born in
society; and society has an interest in hermits for what they may
reflect about conditions of society.

This reprint is the second edition of Trotter's classic work.  The
second edition includes the author's 45-page "Postscript of 1919,"
assaying the conditions of peace after World War I had ended.
"With the cessation of war this great stream of moral power [in
defending the nation] began rapidly to dry up at its source,"
observes Trotter.  He proffers that the aim of statecraft is
keeping this "great stream of moral power" in times of peace.  He
believes that the progressive evolution of society can be
accomplished by a "scientific statecraft [applying] the intellect
as an active factor in the direction of society."

While basically a work of sociology, Trotter's book can be a
picture of individual and group behavior for leaders in any
organization where motivation, unity, and progress are important.
This includes business leaders, especially leaders of larger
companies with multiple business sites and different employee
segments.  Business leaders will immediately grasp the truth and
relevance of the author's view of society and glean from it
essential lessons and leadership principles, practices, and goals.
Wilfred Trotter (1872-1939) was an English surgeon as well as an
influential sociologist.



                           *********

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.

                  *** End of Transmission ***