TCR_Public/100316.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 16, 2010, Vol. 14, No. 74

                            Headlines

A-1 PLANK: Halts Operations While in Chapter 11
ADVANTA CORP: Banking Unit Sues for Refunds from NOLs
AFC ENTERPRISES: Earns $4 Million for December 2009
AMERICAN COMMUNITY: A.M. Best Downgrades FSR to 'D'
AMERICAN INTERNATIONAL: Terms of Agreement with MetLife

AMERICAN TONESERV: Issues Promissory Note to Berge Trust
AMR CORP: Says American Unit's February 2010 Load Factor Increased
AMR CORP: FMR LLC, Fidelity Hold 14.162% of Common Stock
AMR CORP: PRIMECAP Management Holds 11.92% of Common Stock
ANF ASUBRY: Section 341(a) Meeting Scheduled for April 13

ANTHRCITE CAPITAL: Files for Chapter 7 Protection
ARAMARK CORP: S&P Affirms Corporate Credit Rating at 'B+'
ARDEL HAROLD NELSON: Section 341(a) Meeting Scheduled for April 8
ARVINMERITOR INC: Wellington Holds 11.01% of Common Stock
ASHLAND INC: S&P Raises Corporate Credit Rating to 'BB+'

ATLANTA LIFE INSURANCE: A.M. Best Downgrades FSR to 'B-'
BARE ESCENTUALS: Moody's Confirms 'Ba3' Corporate Family Rating
BARE ESCENTUALS: S&P Raises Corp. Credit Rating From 'B+'
BEACON POWER: Needs Funds to Continue as Going Concern
BEARINGPOINT INC: Trustee to Probe Sale, Wants Docs From Cerberus

BLOCKBUSTER INC: Puts European Arm for Sale to Raise Cash
BOSQUE POWER: S&P Puts 'B' Rating on CreditWatch Negative
BROOKLYN ARENA: S&P Withdraws 'B' Rating on $106 Mil. Notes
CANWEST GLOBAL: Now in Phase 2 of Sale Process
CATALYST PAPER: Closes Private Offering of 8-5/8% Senior Notes

CATHOLIC CHURCH: Wilmington Exclusivity Extended Until July 30
CATHOLIC CHURCH: Wilmington Reaches Deal on Priests' Pensions
CATHOLIC CHURCH: Wilmington Okayed for Investments' Withdrawal
CATHOLIC CHURCH: Fairbanks Wins Approval of Settlements
CATHOLIC CHURCH: Bankr. Court OKs $1.9MM Sale of Pilgrim Springs

CELEBRITY RESORTS: Section 341(a) Meeting Scheduled for April 5
CELESTICA INC: Moody's Withdraws 'Ba2' Corporate Family Rating
CENTAUR LLC: Section 341(a) Meeting Scheduled for April 19
CENTAUR LLC: Court Extends Filing of Schedules Until May 5
CENTAUR LLC: Court Okays AlixPartners as Claims & Balloting Agent

CHEMTURA CORP: Begins Filing Omnibus Claims Objections
CHEMTURA CORP: Proposes Morgan Lewis as Employee Benefits Counsel
CHEMTURA CORP: Equity Committee Proposes Skadden Arps as Counsel
CHEMTURA CORP: Files Bankruptcy Rule 2015.3 Report
CHINA HEALTH: Andrew Kramer Steps Down as Director

CINCINNATI BELL: Prices $625MM Senior Notes at 98.596% of Par
CINCINNATI BELL: Fitch Assigns 'B/RR5' Rating on $625 Mil. Notes
CIT GROUP: To File Annual Report on Form 10-K Today
CITIGROUP INC: Presents Progress for The Last Two Years
CITIZENS REPUBLIC: S&P Affirms 'B-' Counterparty Credit Rating

CMS ENERGY: Fitch Affirms Issuer Default Rating at 'BB+'
COEUR D'ALENE: To Exchange $50-Mil. Notes with Shares of Stock
COMMERCIAL VEHICLE: Committee Approves 2010 Bonus Plan
CONEXANT SYSTEMS: Closes Sale of Shares and 11.25% Notes
CONEXANT SYSTEMS: Deregisters Shares Under Retirement Savings Plan

CUMULUS MEDIA: Dimensional Fund Holds 8.24% of Class A Shares
CUMULUS MEDIA: Hawkeye Capital No Longer Holds Class A Shares
CUMULUS MEDIA: Wallace Weitz Holds 5.8% of Class A Shares
DHC GROUP: A.M. Best Affirms FSR of 'B-'
DOMINO'S PIZZA: New Directors Get 6,000 Options & 6,000 Shares

DOMINO'S PIZZA: Reports $79.7 Million Net Income for Fiscal 2009
DOWNEY REGIONAL: Ends Talks With Daughters of Charity
DOYLE HEATON: Gets Court OK to Access Rental Properties Proceeds
EAST WEST RESORT: Investment Partner to Fund Payment of Claims
EDISON MISSION: Fitch Cuts Issuer Default Rating to 'B'

EL POLLO: S&P Withdraws 'B-' Corporate Credit Rating
ELITE LOGISTICS: Files for Chapter 11 Reorganization
EMPIRE RESORTS: Merrill Lynch to Advise on Reorganization
ENVIROSOLUTIONS HOLDINGS: S&P Cuts Corporate Credit Rating to 'D'
EPV SOLAR: Revenue Drop, Botched Sale Blamed for Ch. 11 Filing

EURAMAX INTERNATIONAL: S&P Affirms 'B-' Corporate Credit Rating
FAIRPOINT COMMUNICATIONS: Finds Accounting Error in 2009 Reports
FAIRPOINT COMMUNICATIONS: Maine Lawmakers Wary of Bankr. Impact
FIRST DATA: Capellas as CEO Won't Affect Moody's 'B3' Rating
FREMONT GENERAL: Signature Group Wins Approval of Plan Outline

FX REAL ESTATE: Inks Subscription Pact with Directors & Officers
GENERAL GROWTH: Fairholme/Pershing Offering $3.925-Bil. in Capital
GENERAL GROWTH: Beachwood, et al., Plan Hearing on March 18
GENERAL GROWTH: $68.96-Mil. in Claims Change Hands in February
GLOBAL CONTAINER: Gets Final OK to Incur $4 Million DIP Loan

GOTTCHALKS INC: Creditors Approve Plan of Liquidation
GSI GROUP: Equity Committee Rejects Modified Plan
HHI HOLDINGS: Moody's Affirms Corporate Family Rating at 'B2'
HOST HOTELS: Fitch Affirms Issuer Default Rating at 'BB-'
HUDSON'S FURNITURE: Section 341(a) Meeting Scheduled for April 5

INTERNATIONAL LEASE: Moody's Puts 'Ba3' Rating on $550 Mil. Notes
INTERPUBLIC GROUP: Moody's Upgrades Corp. Family Rating to 'Ba2'
INTERSTATE HOTELS: Stockholders Approve Merger Deal with Thayer
JAMES EDWARD GILBERT: Taps Laufer and Padjen as Bankruptcy Counsel
JAMES MARTIN: Section 341(a) Meeting Scheduled for April 9

JAMES MARTIN: Files Schedules of Assets & Liabilities
JAYEL CORP: Files Schedules of Assets & Liabilities
JAYEL CORP: Section 341(a) Meeting Scheduled for April 13
KIM KREUNEN: Section 341(a) Meeting Scheduled for March 26
LEXINGTON PRECISION: Can Access Lenders' Cash Until April 2

LIFE OF AMERICA: A.M. Best Affirms FSR of 'D'
MAJESTIC STAR: Noteholders Want Immediate Plan Talks
MATERA RIDGE: Files for Chapter 11 in Reno, Nevada
METROMEDIA INT'L: Has Until May 17 to Propose Reorganization Plan
MIDWEST MANUFACTURING: Files for Chapter 11 Bankruptcy

MOODY NATIONAL: Plan Leaves All Classes and Interest Unimpaired
NEVIOT REALTY: NYCB Wants Case Transferred to Florida
NEW YORK RACING: Rejection of Aqueduct Deal Huge Blow to Finances
NJSC NAFTOGAZ: Moody's Withdraws 'Caa2' Corp. Family Rating
NPS PHARMA: Balance Sheet at Dec. 31 Upside-Down by $222 Million

O'CHARLEY'S INC: S&P Withdraws 'B+' Corporate Credit Rating
OCCULOGIX INC: No Longer Expects Going Concern Qualification
OLD NATIONAL: Fitch Affirms Individual Rating at 'B/C'
ORLEANS HOMEBUILDERS: Wants Success Fee for Restructuring Adviser
ORLEANS HOMEBUILDERS: Wilmington Tapped to Creditors Committee

PARK AVENUE BANK: Exec Charged with Bribery & Embezzlement
PATRICK HACKETT: US Trustee Agrees to Withdraw Conversion Plea
PERRY COUNTY: Court Orders No Unsecured Creditors Committee
PHILADELPHIA NEWSPAPERS: Seeks to Probe CIT Illegal Taping
PNG VENTURES: Wins Confirmation of Reorganization Plan

PRIME GROUP: Board Suspends Series B Preferred Dividends
PTC ALLIANCE: Obtains Court Authority to Proceed with Sale Auction
PULTE HOMES: Moody's Gives Positive Outlook; Affirms 'B1' Rating
RECKSON OPERATING: S&P Assigns 'BB+' Rating on $250 Mil. Notes
RECTICEL NORTH AMERICA: Plan Set for April 9 Confirmation Hearing

REFCO INC: Plan Administrators Want to Destroy Records
REFCO INC: Court OKs Abandonment of Unsold Securities
REFCO INC: RCM Trustee Gets OK to Distribute from 502(H) Reserve
REMEDIAL CYPRUS: Names Clarkson Offshore to Oversee Auction
RENAISSANT LAFAYETTE: Can Use Amalgamated's Cash Until April 5

RICHARD BRUNSMAN: Files Schedules of Assets & Liabilities
RICHARD BRUNSMAN: Taps Santen & Hughes as Bankruptcy Counsel
RICHARD HINDIN: Wants Until June 25 to File Reorganization Plan
ROCKIES EXPRESS: Moody's Cuts Senior Unsec. Note Rating to 'Ba1'
RONSON CORP: Extends Forbearance Agreement Until March 31

ROTHSTEIN ROSENFELDT: Suit Seeks $1MM from Rothstein's Wife
SALANDER-O'REILLY: Robert De Niro Recovers Father's Artwork
SCO GROUP: Secures Funding for $2MM in Postpetition Financing
SENSATA TECH: Prices Initial Public Offering at $18 Per Share
SGD TIMBER: Has Until March 17 to Comply with Deficiency Notice

SIRIUS XM: Moody's Assigns 'Caa2' Rating on $550 Mil. Notes
SIRIUS XM: S&P Assigns 'B-' Rating on $550 Mil. Senior Notes
SIX FLAGS: Plan Confirmation Trial to End March 19
SIX FLAGS: Increases Exit Financing to $830 Million
SIX FLAGS: Revenue Decreases 11% in 2009; Net Loss at $229MM

SPANN BUILDERS: Files for Chapter 7 Bankruptcy Liquidation
SPHERIS INC: Wants Court's Approval to Pay Employees
STANDARD MOTOR: Files Annual Financial Report for 2009
STEPHEN RIGGS: Section 341(a) Meeting Scheduled for March 17
TARAZ KOOH LLC: Case Summary & 20 Largest Unsecured Creditors

TN MASTER TILE: Files for Chapter 11 in Houston
TRW AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'B+'
TSAFRIR AVIEZER: Section 341(a) Meeting Scheduled for March 31
TSAFRIR AVEIZER: Schedules and Statement Due Today
TSAFRIR AVEIZER: Wants Jonathan Hayes as Gen. Bankruptcy Counsel

U.S. DRY CLEANING: Section 341(a) Meeting Scheduled for April 26
US AIRWAYS: Has $1.1-Mil. Settlement with U.S. Bank
US AIRWAYS: Reports February Traffic Results
US AIRWAYS: Inks Codeshare Agreement with Brussels Airlines
UTSTARCOM INC: Reports $39.3-Mil. Net Loss for Fourth Quarter

VERENIUM CORPORATION: Posts $11.8 Million Net Loss for 2009
WARNACO GROUP: Moody's Upgrades Corporate Family Rating to 'Ba1'
WATERSIDE CAPITAL: Delisted From Nasdaq
ZALE CORPORATION: Reports $6.6 Mil. Profit for Jan. 31 Quarter

* Increasing Bankruptcy Judgeships Passes House
* Paul Kellogg Named Partner at Hughes Watters Askanase

* Large Companies With Insolvent Balance Sheets


                            *********



A-1 PLANK: Halts Operations While in Chapter 11
-----------------------------------------------
Mike Corn at Daily News reports that A-1 Plank and Scaffold
Manufacturing Inc. and Allenbaugh Family Limited Partnership have
ceased operations while in bankruptcy.

A-1 Plank, which makes planks and scaffolds for the construction
industry, filed for Chapter 11 protection February 21 (Bankr. D.
Kan. Case No. 10-10379), listing $1.7 million in assets, and $11.3
million in liabilities.

In addition, Allenbaugh Family, which owns the building A-1 Plank
is located, filed for bankruptcy the same day, posting assets of
$3.3 million and liabilities of $3.2 million.

Sunflower Bank is the major secured creditor claiming liens on
personal property, equipment and real estate.

Edward J. Nazar, Esq., represents the Debtors in their Chapter 11
effort.


ADVANTA CORP: Banking Unit Sues for Refunds from NOLs
-----------------------------------------------------
Philadelphia Inquirer reports that Advanta Corp. is in a tax fight
with its main operating subsidiary, which is not in bankruptcy but
has burned through all its equity.

According to the report, the subsidiary, Advanta Bank Corp. of
Draper, Utah, filed a complaint in U.S. Bankruptcy Court in
Wilmington to compel its parent company to choose to carry its
consolidated 2009 operating loss back five years when it files its
tax return.  Doing so, the complaint said, would generate an
estimated $54 million federal tax refund, most of which would flow
to Advanta Bank under a tax-sharing agreement.

                        About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- has had a 59-year
history of being a leading innovator in the financial services
industry and of providing great value to its stakeholders,
including its senior retail note holders and shareholders, prior
to the recent reversals.  It has also been a major civic and
charitable force in the communities in which it is based,
particularly in the Greater Philadelphia area.

The Federal Deposit Insurance Corporation placed significant
restrictions on the activities of Advanta Corp.'s Advanta Bank
Corp. following financial woes by the banking unit.

As of Sept. 30, 2009, the Company had $2,497,897,000 in assets
against total liabilities of $2,465,936,000 but the figures
included those of the banking units.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Alvarez & Marsal serves as financial advisor.  The Garden City
Group, Inc., serves as claims agent.  The filing did not include
Advanta Bank.  The petition says that Advanta Corp.'s assets
totalled $363,000,000 while debts totalled $331,000,000 as of
Sept. 30, 2009.


AFC ENTERPRISES: Earns $4 Million for December 2009
---------------------------------------------------
AFC Enterprises Inc. reported results for the fourth quarter and
fiscal year ended December 27, 2009.

The Company reported $4.0 million of net income on $32.5 million
total revenues for the 12 weeks ended December 27, 2009, compared
with $2.4 million of net income on $35.9 million total revenues
for the same period a year earlier.

The Company's balance sheet as of December 27, 2009, showed
$11.6 million in total assets and $134.8 million in total
liabilities for a $18.2 million stockholders' deficit.

Fiscal 2009 Highlights:

   -- Reported net income was $18.8 million, or $0.74 per diluted
      share, compared to $19.4 million, or $0.76 per diluted
      share, last year.  Adjusted earnings per diluted share were
      $0.74 in 2009, compared to $0.65 in 2008, an increase of
      14%.  Adjusted earnings per diluted share is a supplemental
      non-GAAP measure of performance.

   -- Total system-wide sales increased 1.8 percent compared to a
      0.6% increase last year.

   -- Global same-store sales increased 0.7 percent compared to a
      1.7% decrease last year.  Total domestic same-store sales
      increased 0.6%, compared to a 2.2% decrease last year,
      outpacing both the QSR and chicken QSR categories.
      International same-store sales increased 1.9%, compared to a
      4.1% increase last year, the third consecutive year of
      positive same-store sales.

   -- The Popeyes system opened 95 restaurants globally and
      entered two new countries, Malaysia and Egypt.  A total of
      81 restaurants were permanently closed, resulting in net
      openings of 14 restaurants, which exceeded the Company's
      previous guidance of 0-10 net openings.

   -- The Company successfully completed its re-franchising
      strategy with the sale of its 27 company-operated
      restaurants in Atlanta and Nashville.  The year over year
      impact of re-franchising was favorable to operating profit
      by approximately $1.7 million, including franchise fees and
      royalties, general and administrative savings, and lower
      depreciation and amortization.

   -- Outstanding debt was reduced by $36.6 million to
      $82.6 million.

   -- The Company's free cash flow was at $23.7 million, which
      included $2.1 million in other income, primarily associated
      with the net gain on the sale of real estate properties.

AFC Enterprises Chief Executive Officer Cheryl Bachelder stated,
"Looking back at the full year 2009, Popeyes delivered impressive
performance in relation to the QSR sector on the four metrics of
our strategic plan: positive guest traffic, positive gains in the
guest experience, positive gains in restaurant operating profit
and positive net new units. We achieved this by staying true to
our strategies despite a weak economy. Our shareholders benefited
as we exceeded earnings expectations, with adjusted earnings
diluted per share up 14 percent compared to last year. I am proud
of our entire team's accomplishments."

"In 2010, we will remain focused on the tenets of our plan that
have yielded success in the marketplace. As we continue to grow
our market share, improve operations and restaurant unit
economics, we will be well positioned to accomplish the
accelerated new unit growth of our long term plan and deliver
strong returns to our restaurant owners and our shareholders."

A full-text copy of the Company's Earnings Release is available
for free at http://ResearchArchives.com/t/s?58d5

                     2010 and 5-Year Guidance

The Company projects global same-store sales to be in the range of
negative 1.0% to positive 2.0% for 2010, given the continuing
challenges of the global economic environment and increased
competition on value within the restaurant industry.

With the Company's stronger new opening pipeline, Popeyes projects
its global new openings to be in the range of 110-130 restaurants
in 2010. Similar to the past few years, the Company will continue
to close underperforming restaurants and enforce higher operating
standards throughout the system. As a result, the Company projects
system-wide unit closings to be approximately 100 restaurants,
yielding 10-30 net restaurant openings in 2010. Popeyes restaurant
closures typically have sales significantly lower than the system
average.

The Company expects its fiscal 2010 general and administrative
expense rate to be consistent with last year's rate of 3.1%-3.2%
of system-wide sales, among the lowest in the restaurant industry.
During 2010, the Company will continue to tightly manage general
and administrative expenses and invest in its international
business and core initiatives of the Company's strategic plan,
including new product innovation to drive traffic, operational
tools and training to improve speed of service, and productivity
initiatives to strengthen restaurant profitability. Management
believes these strategic investments are essential and beneficial
for the long-term growth of the brand.

The Company expects 2010 diluted earnings per share to be in the
range of $0.73-$0.77, compared to $0.74

Over the course of the next five years, the Company believes the
execution of its Strategic Plan will deliver on an average
annualized basis the following results: same-store sales growth of
1 to 3 percent; net new unit growth of 4 to 6 percent; and
earnings per diluted share growth of 13 to 15 percent.

                       About AFC Enterprises

AFC Enterprises, Inc. (NASDAQ: AFCE), develops, operates and
franchises quick-service restaurants under the trade names
Popeyes(R) Chicken & Biscuits and Popeyes(R) Louisiana Kitchen.
The Company operates two business segments: franchise restaurants
and company-operated restaurants.

                           *     *     *

As reported by the Troubled Company Reporter on December 18, 2009,
Moody's Investors Service affirmed all ratings of AFC Enterprises,
including its B1 Corporate Family Rating and Ba3 rating of its
senior secured credit facilities, with a stable outlook.  Its
Speculative Grade Liquidity rating was affirmed at SGL-3
concurrently.


AMERICAN COMMUNITY: A.M. Best Downgrades FSR to 'D'
---------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to D
(Poor) from C+ (Marginal) and issuer credit rating to "c" from
"b-" of American Community Mutual Insurance Company (American
Community) (Livonia, MI).  The outlook for both ratings is
negative.

The downgrades reflect American Community's sizeable net operating
loss and corresponding significant deterioration in surplus
incurred in fourth quarter 2009 due primarily to unfavorable
underwriting results, the write-off of non-admitted assets,
establishment of a premium deficiency reserve and reserve
strengthening.  At year-end 2009, the combined value of American
Community's two outstanding surplus notes exceeded total surplus,
and its risk-adjusted surplus level was below company action
level.

Historically, American Community has focused on marketing major
medical products to individuals and employer groups in a limited
number of states.  The company currently is rationalizing its
business plan by eliminating unprofitable segments in certain
states and reducing administrative expenses.  A.M. Best believes
its future operating results will continue to be unprofitable for
at least the near term.


AMERICAN INTERNATIONAL: Terms of Agreement with MetLife
-------------------------------------------------------
American International Group Inc. and ALICO Holdings LLC
("Seller") entered into a definitive agreement with MetLife Inc.
for the sale of American Life Insurance Company by Seller to
MetLife, and the sale of Delaware American Life Insurance Company
by AIG to MetLife, for approximately $15.5 billion, including $6.8
billion in cash and the remainder in equity securities of MetLife,
subject to closing adjustments.

The cash portion of the consideration from this sale will be paid
to the Federal Reserve Bank of New York to reduce the liquidation
preference of a portion of the preferred interests owned by the
FRBNY in the Seller, a special purpose vehicle formed by AIG and
the FRBNY to hold the equity of ALICO.  Upon the closing of this
sale to MetLife, the Seller will receive and pay to the FRBNY
approximately $6.8 billion in cash, and the Seller will hold the
remainder of the transaction consideration, consisting of
78,239,712 shares of MetLife common stock, 6,857,000 shares of
newly issued participating preferred stock convertible into
68,570,000 shares of common stock upon the approval of MetLife
shareholders, and 40,000,000 equity units of MetLife with an
aggregate stated value of $3 billion.

Each of the equity units will initially consist of an ownership
interest in three series of 3% non-cumulative junior preferred
stock of MetLife and stock purchase contracts with an aggregate
stated amount of $75 per unit, which entitle the holder to receive
deferrable 2% contract payments.  The stock purchase contracts,
which have a weighted average life of approximately three years,
obligate the holder of an equity unit to purchase, and obligate
MetLife to sell, a variable number of shares of MetLife common
stock that will be determined at the closing under the Stock
Purchase Agreement.

At closing, the equity units will be placed in escrow as
collateral to secure the payment of indemnity obligations owed by
the Seller to MetLife under the Stock Purchase Agreement and other
transaction agreements.  The escrow collateral will be released to
the Seller over a 30 month period, to the extent not used to make
indemnity payments or to secure pending indemnity claims submitted
by MetLife.  The Seller has customary indemnification obligations
with respect to breaches of representations, warranties and
covenants, as well as various special indemnity obligations with
respect to losses arising from certain known circumstances,
including losses with respect to obtaining certain governmental
approvals, obtaining certain contractual consents, certain
litigation and regulatory matters and certain tax matters.  To
the extent that the Seller does not have sufficient assets to
satisfy its indemnification obligations, AIG will provide cash or
other liquid assets to enable Seller to meet such obligations.

AIG will vote the MetLife common stock received in proportion to
other MetLife shareholders.  The Seller intends to monetize the
MetLife securities over time, subject to market conditions,
following the lapse of agreed-upon minimum holding periods
required pursuant to the escrow arrangements as well as pursuant
to an Investor Rights Agreement, among MetLife, Seller and AIG, to
be entered into at the closing of the Stock Purchase Agreement in
substantially the form attached to the Stock Purchase Agreement.

The Seller will apply the cash proceeds from any monetization to
pay the remainder of the liquidation preference of the preferred
interests held by the FRBNY in the Seller, and thereafter the cash
proceeds will be used by the Seller and AIG to repay the
outstanding balance of the lending commitment under the Credit
Agreement, dated as of September 22, 2008, between AIG and the
FRBNY.

The consummation of the Stock Purchase Agreement is subject to
certain conditions, including:

     i) obtaining the requisite regulatory and antitrust
        approvals;

    ii) ALICO having a minimum total adjusted capital to risk-
        based capital ratio of at least 400 percent at closing;
        and

   iii) other customary conditions.

The material termination provisions under the Stock Purchase
Agreement allow termination:

     i) by Seller or MetLife in the event that the closing has not
        occurred by January 10, 2011, unless the sole reason
        closing has not occurred is that one or more required
        regulatory approvals have not been obtained, in which case
        either party can extend such date until July 10, 2011;

    ii) by the Seller or MetLife if there has been a material
        breach of any representation or warranty, covenant or
        agreement of the other party such that one or more of the
        conditions to closing are not capable of being fulfilled
        prior to the End Date or within 60 days of the notice of
        such breach, if capable of being cured, but not so cured;
        and

   iii) any governmental order from specified governmental
        authorities restraining, prohibiting or making illegal the
        transactions contemplated by the Stock Purchase Agreement.

AIG is assessing the financial statement effects of the
transaction, including the timing and recognition of gain or loss
on the sale.

                             About AIG

Based in New York, American International Group, Inc., is the
leading international insurance organization with operation in
more than 130 countries and jurisdictions.  AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer.  In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world.  AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in Ireland
and Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  On
September 16, 2008, the Federal Reserve Bank created an
$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG.  The credit facility was eventually
increased to as much as $182.5 billion.

AIG has sold a number of its subsidiaries and other assets to pay
down loans received from the U.S. government, and continues to
seek buyers of its assets.


AMERICAN TONESERV: Issues Promissory Note to Berge Trust
--------------------------------------------------------
American TonerServ Corp. issued a Promissory Note to the James E.
Berger and Joann E. Berger Trust for $1,000,000 in exchange for a
loan of that amount to the Company.

The funds from this loan are being held by a bank to secure stand-
by letters of credits from that bank.  The Berger Trust had
deposited the funds directly with the bank as security for the
stand-by letters of credit.  The Promissory Note is due on March
5, 2011 and bears interest at 10% per annum.  One-half of the
interest on the notes is payable on a monthly basis, and the
remaining interest is payable at maturity along with the
principal.

As additional consideration for the loan, the Berger Trust
received warrants to purchase 2,000,000 shares of the Company's
common stock at $0.05 per share.  The warrants are exercisable
through March 5, 2015.  The Berger Trust had previously received
warrants to purchase a total of 5,000,000 warrants to purchase
shares of common stock exercisable at $0.18 per share for
providing the deposits to secure the stand-by letters of credit.
As a result, the Berger Trust now holds warrants to purchase a
total of 7,000,000 shares of the Company's common stock.

As reported by the Troubled Company Reporter, American TonerServ
is seeking to renegotiate the terms of a portion of its short term
note obligations or to exchange equity securities for a portion of
the debt.  According to the TCR, the Company believes that it will
be successful in addressing its short term working capital
requirements through various strategies.  In a regulatory filing
with the Securities and Exchange Commission in August, the Company
said it has inadequate financial resources to sustain its business
activities as they currently are.  Management believes that the
Company can achieve positive cash flow through an aggressive
organic growth plan to increase sales, increasing operational
efficiencies and by aggressively reducing overhead costs.

During the six months ended June 30, 2009, the Company raised
$360,000 in proceeds from private offerings.  The Company
estimated that it will need to raise an additional $1,000,000
during the next 12 months to meet its minimum capital
requirements.  There is substantial doubt that the Company will be
able to continue as a going concern, absent raising additional
financing.  There can be no assurance that the Company will be
successful in obtaining the required financing or renegotiating
terms or converting a portion of its short term obligations into
equity.

At September 30, 2009, the Company had $16,717,272 in total assets
against $13,784,018 in total liabilities.  The September 30
balance sheet showed strained liquidity: The Company had
$5,191,150 in total current assets against $9,750,020 in total
current liabilities.

                   About American TonerServ

Based in Santa Rosa, California, American TonerServ Corp. (OTCBB:
ASVP) -- http://www.AmericanTonerServ.com/-- markets compatible
toner cartridges, serving the printing needs of small- and medium-
sized businesses by consolidating best-in-class independent
operators in the more than $6.0 billion recycled printer cartridge
and printer services industry, offering top-quality,
environmentally friendly products and local service teams.



AMR CORP: Says American Unit's February 2010 Load Factor Increased
------------------------------------------------------------------
American Airlines earlier this month reported a February 2010 load
factor of 75.5%, an increase of 1.5 points versus the same period
last year.  Traffic decreased 2.2% and capacity decreased 4.2%
year over year.

Domestic traffic decreased 3.9% year over year on 3.2% less
capacity.  International traffic increased by 0.8% relative to
last year on a capacity decrease of 5.7%.

American boarded 5.96 million passengers in February.

A full-text copy of American's February 2010 traffic results is
available at no charge at http://ResearchArchives.com/t/s?58fe

In February 2010, AMR said it recorded a net loss of $1.5 billion
in 2009 compared to a net loss of $2.1 billion in 2008.  The
Company's 2009 net loss is primarily attributable to a significant
decrease in passenger revenue due to lower traffic and passenger
yield (passenger revenue per passenger mile).  In 2009, the
Company experienced very weak demand for air travel driven by the
continuing severe downturn in the global economy.  In addition, as
a result of reduced demand, substantial fare discounting occurred
across the industry, which resulted in decreased passenger yield.
Passenger yield has decreased significantly from the Company's
peak yield set in 2000, despite cumulative inflation of roughly
26% over the same time frame.

The Company initially implemented capacity reductions in 2008 and
again in the first half of 2009 in response to record high fuel
prices in 2008 and a rapidly deteriorating economy.  The capacity
reductions somewhat mitigated the weakening of demand.  AMR
reduced mainline seating capacity by approximately 7.2% for 2009
versus 2008.

In addition, the Company's 2009 operating results were negatively
impacted by a net amount of $107 million in special items,
restructuring charges and a non-cash tax item.  Special items of
$184 million include the impairment of certain route and slot
authorities, primarily in Latin America, and losses on certain
sale leaseback transactions.  Restructuring charges for 2009 were
$171 million and related to announced capacity reductions,
including the grounding of the Airbus A300 fleet and the
impairment of certain Embraer RJ-135 aircraft.  Also included in
2009 results is a $248 million non-cash tax benefit resulting from
the allocation of the tax expense to other comprehensive income
items recognized during 2009.  Impacting comparative results, the
Company incurred restructuring charges of $1.2 billion in 2008
mostly related to impairment charges on certain aircraft fleets
associated with 2008 capacity reductions.

In 2009, the Company raised a total of $4.3 billion in cash
through financing transactions, secured financing commitments
covering all aircraft on firm order scheduled to be delivered to
the Company in 2010 and 2011.  It announced plans to focus its
network by reallocating capacity to primary markets in Dallas/Fort
Worth, Chicago, Miami, New York and Los Angeles, and announced
plans to enhance its fleet to better serve customers.

On March 9, 2010, Thomas Horton, AMR's Executive Vice President of
Finance and Planning & Chief Financial Officer, spoke at the JP
Morgan Aviation and Transportation Conference.  Mr. Horton's
presentation focused on AMR's recent financial performance and the
outlook for the future.

A webcast of Mr. Horton's remarks along with accompanying slides
are available via the investor relations section of the American
Airlines Website at http://www.aa.com/investorrelations

                          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.

At December 31, 2009, AMR reported total assets of
$25.438 billion, including total current assets of $6.642 billion;
against total current liabilities of $7.728 billion, long-term
debt, less current maturities of $9.984 billion, obligations under
capital leases, less current obligations of $599 million, other
liabilities and credits of $10.616 billion; resulting in
stockholders' deficit of $3.489 billion.

                           *     *     *

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.


AMR CORP: FMR LLC, Fidelity Hold 14.162% of Common Stock
--------------------------------------------------------
Boston, Massachusetts-based FMR LLC and Edward C. Johnson 3d
disclosed that they may be deemed to beneficially own 47,295,508
shares or roughly 14.162% of the common stock of AMR Corporation.

Fidelity Management & Research Company, a wholly owned subsidiary
of FMR LLC, is the beneficial owner of 47,143,993 shares or
14.116% of the Common Stock outstanding of AMR as a result of
acting as investment adviser to various investment companies.  FMR
said the number of AMR shares owned by the investment companies at
December 31, 2009, included 1,363,636 shares of Common Stock
resulting from the assumed conversion of $13,500,000 principal
amount of AMR CORP CONV 6.25% 10/15/14 (101.0101 shares of Common
Stock for each $1,000 principal amount of debenture).

The ownership of one investment company, Fidelity Capital
Appreciation Fund, amounted to 20,870,375 shares or 6.249% of the
Common Stock outstanding.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 47,143,993
shares owned by the Funds.

                          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.

At December 31, 2009, AMR reported total assets of
$25.438 billion, including total current assets of $6.642 billion;
against total current liabilities of $7.728 billion, long-term
debt, less current maturities of $9.984 billion, obligations under
capital leases, less current obligations of $599 million, other
liabilities and credits of $10.616 billion; resulting in
stockholders' deficit of $3.489 billion.

                           *     *     *

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.


AMR CORP: PRIMECAP Management Holds 11.92% of Common Stock
----------------------------------------------------------
Pasadena, California-based PRIMECAP Management Company disclosed
that as of December 31, 2009, it may be deemed to beneficially own
39,615,778 shares or roughly 11.92% of the common stock of AMR
Corporation.

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.

At December 31, 2009, AMR reported total assets of $25.438
billion, including total current assets of $6.642 billion; against
total current liabilities of $7.728 billion, long-term debt, less
current maturities of $9.984 billion, obligations under capital
leases, less current obligations of $599 million, other
liabilities and credits of $10.616 billion; resulting in
stockholders' deficit of $3.489 billion.

                           *     *     *

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.


ANF ASUBRY: Section 341(a) Meeting Scheduled for April 13
---------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in ANF Asbury Park, LLC's Chapter 11 case on April 13, 2010, at
11:00 a.m.  The meeting will be held at RM 1-159, 411 W Fourth
Street, Santa Ana, CA 92701.

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.

Irvine, California-based ANF Asbury Park, LLC, filed for Chapter
11 bankruptcy protection on March 5, 2010 (Bankr. C.D. Calif. Case
No. 10-12819).  Michael G. Spector, Esq., at the Law Offices of
Michael G. Spector, assists the Company in its restructuring
effort.  The Company estimated its assets and liabilities at
$10,000,001 to $50,000,000.


ANTHRCITE CAPITAL: Files for Chapter 7 Protection
-------------------------------------------------
Anthracite Capital, Inc., has filed a voluntary petition for
relief under chapter 7 of title 11 of the United States Code in
the United States Bankruptcy Court for the Southern District of
New York.  The Company's board of directors authorized the chapter
7 filing in light of the Company's financial position, outstanding
events of default under the Company's secured and unsecured debt
and other factors.  The court will appoint a bankruptcy trustee
who will be responsible for the liquidation of the business
through the bankruptcy case.  As previously disclosed by the
Company, in a liquidation, it is likely that shareholders would
not receive any value and that the value received by unsecured
creditors would be minimal.


ARAMARK CORP: S&P Affirms Corporate Credit Rating at 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Philadelphia-based ARAMARK Corp., including its 'B+'
corporate credit rating.  The outlook is stable.

The affirmation follows ARAMARK's proposed amendment and extension
of its senior secured credit facility.  The company is proposing
to extend $938.6 billion of its U.S. term loan B by 2.5 years to
July 2016.  In conjunction with this extension, a pro rata portion
($61.4 million) of the company's existing synthetic letter of
credit facility due January 2014 would also be extended to July
2016.  In addition, the company is seeking the right to extend its
revolving credit facility (which currently matures in January
2013), pursue other term loan and synthetic letter of credit
facility extensions, and other future refinancing options.
ARAMARK had about $6 billion of debt as of Jan. 1, 2010.

"S&P's ratings on ARAMARK continue to reflect its highly leveraged
financial profile and considerable cash flow requirements needed
to fund its interest and capital expenditures," said Standard &
Poor's credit analyst Mark Salierno.  "ARAMARK benefits from its
good position in the competitive, fragmented markets for food and
support services, and uniform and career apparel.  These positions
have translated into a sizable stream of recurring revenues and
healthy cash flow generation."

ARAMARK generates relatively stable cash flows that result from
the company's leading, but not dominant, positions in two core
markets: food and support services and uniform and career apparel.
The company's business portfolio affords significant customer
diversification, although about 13% of ARAMARK's revenues came
from business with various U.S. federal, state, and local
governments and agencies in fiscal year 2009.  The company also
has some geographic diversity in its operations, with about 19% of
fiscal 2009 sales generated outside of the U.S. and Canada.  Even
though ARAMARK's business experiences some inherent seasonality,
Standard & Poor's Ratings Services estimates that more than half
of the company's revenues in the food and support segment are in
less cyclical industries, which has thus far contributed to a
relatively predictable and stable cash flow stream, despite
current weak economic conditions.  This is a key rating factor,
given ARAMARK's sizable debt burden and management's ongoing
investments in its core businesses through capital expenditures
and acquisitions.  Still, the trend of businesses outsourcing
their noncore activities should continue to provide ARAMARK with
additional growth opportunities in the long term.

The stable outlook reflects S&P's belief that ARAMARK will
continue to generate meaningful free cash flow and maintain
sufficient liquidity, despite macroeconomic conditions that remain
difficult.  S&P still expects that the company's credit measures
will improve somewhat in the near to intermediate term, albeit at
a measured pace.  S&P estimates that if fiscal 2010 sales are
relatively flat (under a scenario in which further declines in its
uniform segment are offset by modest growth in its food & support
services segment) and the company maintains EBITDA margins close
to current levels, leverage would remain in the 6x area.  If
ARAMARK can improve key credit ratios, specifically by lowering
total debt to EBITDA closer to 5x, S&P could raise the rating.
Alternatively, if deteriorating economic conditions cause cash
flow generation and credit measures to weaken meaningfully, S&P
could consider a lower rating.


ARDEL HAROLD NELSON: Section 341(a) Meeting Scheduled for April 8
-----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Ardel Harold Nelson's Chapter 11 case on April 8, 2010, at
2:00 p.m.  The meeting will be held at 300 Las Vegas Boulevard,
South, Room 1500, Las Vegas, NV 89101.

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.

Vanderpool, Texas-based Ardel Harold Nelson filed for Chapter 11
bankruptcy protection on March 5, 2010 (Bankr. D. Nev. Case No.
10-13621).  Charles T. Wright, Esq., at Piet & Wright, assists the
Debtor in his restructuring effort.  The Debtor listed $1,000,001
to $10,000,000 in assets and $500,001 to $1,000,000 in
liabilities.


ARVINMERITOR INC: Wellington Holds 11.01% of Common Stock
---------------------------------------------------------
Boston, Massachusetts-based Wellington Management Company, LLP,
disclosed that, in its capacity as investment adviser, it may be
deemed to beneficially own as of February 28, 2010, 10,366,839
shares or roughly 11.01% of the common stock of ArvinMeritor,
Inc., which are held of record by clients of Wellington
Management.

                      About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- is a premier global supplier of a
broad range of integrated systems, modules and components to the
motor vehicle industry.  The Company marks its centennial
anniversary in 2009, celebrating a long history of 'forward
thinking.'  The company serves commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets, and light vehicle manufacturers.

ArvinMeritor reported $2.5 billion in total assets against
$3.61 billion in total liabilities, resulting to a stockholders'
deficit of $1.11 billion as of December 31, 2009.

                            *    *    *

According to the Troubled Company Reporter on Jan. 25, 2010,
Moody's Investors Service affirmed the Corporate Family and
Probability of Default ratings of ArvinMeritor, Inc., at Caa1.  In
a related action, the rating of the senior secured revolving
credit facility was affirmed at B1, and the ratings of the senior
unsecured notes were affirmed at Caa2.  ArvinMeritor's Speculative
Grade Liquidity Rating was raised to SGL-3 from SGL-4.  The rating
outlook is changed to stable.


ASHLAND INC: S&P Raises Corporate Credit Rating to 'BB+'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Ashland Inc. and its wholly owned
subsidiary, Hercules Inc., to 'BB+' from 'BB'.  The outlook is
stable.

At the same time, S&P raised its senior secured debt rating to
'BBB' from 'BBB-'.  The recovery rating remains unchanged at '1',
indicating its expectation for very high (90% to 100%) recovery
for senior secured debtholders in the event of a payment default.
S&P also raised its senior unsecured debt rating on Ashland to
'BB' from 'BB-'.  The recovery rating remains unchanged at '5',
indicating S&P's expectation for modest (10% to 30%) recovery for
senior unsecured debtholders.  In addition, S&P raised its
subordinated debt rating to 'BB-' from 'B+'.  The recovery rating
remains unchanged at '6', indicating S&P's expectation of
negligible (0% to 10%) recovery for subordinated debtholders.

"The upgrade follows further sequential strengthening of Ashland's
financial profile as benefits of the November 2008 Hercules Inc.
acquisition and extensive cost reductions are more fully felt,"
said Standard & Poor's credit analyst Cynthia Werneth.

In addition, some of Ashland's businesses, notably Valvoline, have
performed better than S&P expected, and S&P has gained confidence
that the brightening economic outlook should permit Ashland to
continue to deliver solid operating results during the next two
years.  Also, with the improvement in Ashland's financial profile,
S&P's concerns regarding the impact of further acquisitions and
divestitures have receded.

As of Dec. 31, 2009, total adjusted debt was about $2.9 billion.
S&P adjust debt to include about $700 million of tax-effected,
unfunded postretirement liabilities, $400 million of estimated
asbestos and environmental liabilities net of recoveries and tax,
and $150 million of capitalized operating leases.


ATLANTA LIFE INSURANCE: A.M. Best Downgrades FSR to 'B-'
--------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B-
(Fair) from B (Fair) and issuer credit rating to "bb-" from "bb+"
of Atlanta Life Insurance Company (Atlanta Life) (Atlanta, GA).
These ratings have been placed under review with negative
implications. Atlanta Life is the life insurance member of Atlanta
Life Financial Group, Inc.

The rating actions are a result of A.M. Best's review of Atlanta
Life's 2009 regulatory statements.  In 2009, Atlanta Life's
absolute capital and surplus levels dropped significantly-more
than 30% from the previous year-accelerating further the declining
trends in capital and surplus levels that have taken place over
the past several years.  This decline in capital and surplus was
triggered by an increase in non-admitted assets (a Georgia
Department of Insurance directive) related to pledged securities
and operating balances associated with an affiliate-Jackson
Securities, LLC (Jackson Securities)-and overall net operating
losses primarily derived from Atlanta Life's core assumed group
life business.  A.M. Best notes that loans to Jackson Securities
continue to pay contractual interest, and all outstanding loan
balances remain on schedule to be paid off in 2014.

This decline in absolute capital and surplus also has placed
significant pressure on Atlanta Life's already modest risk-
adjusted capitalization as measured by both Best's Capital
Adequacy Ratio (BCAR) and state regulators.  Additionally, the
reduced level of capital and surplus has further diminished the
company's financial flexibility, which also remains encumbered by
loans made to another affiliate-Atlanta Life Investment Advisors,
Inc.  A.M. Best notes that contractual interest also continues to
be paid on these loans, which are scheduled to be paid off in
2012.

In placing the company's ratings under review with negative
implications, A.M. Best believes that given Atlanta Life's modest
historical operating performance results, it will be challenged to
reverse declining capital and surplus trends and improve risk-
adjusted capitalization without a meaningful infusion of capital.
A.M. Best expects to meet with Atlanta Life's management shortly
to review its capital enhancement strategies, after which A.M.
Best expects to resolve the under review status.

Partially mitigating these factors are Atlanta Life's disciplined
premium growth strategy of its core assumed group life business,
as well as a conservative fixed-income investment portfolio that
has, thus far, avoided significant realized and unrealized
investment losses.


BARE ESCENTUALS: Moody's Confirms 'Ba3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service confirmed and will withdraw the Ba3
corporate family rating and all other ratings for Bare Escentuals
Beauty, Inc's.  These rating actions reflect the successful tender
offer by Shiseido Co. for more than 51% of the outstanding shares
of the company which constitutes a change of control which has
resulted in all of the outstanding bank debt being repaid in full.
This concludes a review for possible upgrade initiated on
January 15, 2010.

These ratings of Bare were confirmed and will be withdrawn:

  -- Corporate family rating of Ba3

  -- Probability of default rating of B1

  -- $25 million senior secured first-lien revolving credit
     facility of Ba3 (LGD2, 29%)

  -- $248 million senior secured first-lien term loan facility of
     Ba3 (LGD2, 29%)

  -- Speculative Grade Liquidity Rating of SGL-2

The last rating action regarding Bare was on January 15, 2010,
when Moody's placed all of the company's ratings under review for
possible upgrade following its announcement that it had signed a
definitive acquisition agreement to be acquired by Shiseido Co.
for $1.7 billion.

Bare Escentuals Beauty, Inc., with headquarters in San Francisco,
California is a leading marketer of cosmetics and skin products,
under the Bare Escentuals and MD Formulations brands.  Fiscal year
ended sales for the period ending January 3, 2010, were
$558 million.


BARE ESCENTUALS: S&P Raises Corp. Credit Rating From 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating and senior secured bank debt rating on San
Francisco, Ca.-based Bare Escentuals to 'A' from 'B+', the same as
Shiseido Co. Ltd. (A/Stable/A-1), and subsequently removed them
from CreditWatch with positive implications, where they were
placed on Jan. 15, 2010.  The outlook is stable.  Following this
action, Standard & Poor's withdrew the issue-level and corporate
ratings on Bare Escentuals.

Japan-based Shiseido has announced that it has completed its
tender offer to acquire the majority of the outstanding common
shares of Bare Escentuals for $18.20 per share, or $1.9 billion.
As a result, Bare Escentuals has repaid in full its senior secured
credit facilities.  Bare Escentuals, will now become an operating
subsidiary of Shiseido.


BEACON POWER: Needs Funds to Continue as Going Concern
------------------------------------------------------
Beacon Power Corporation (NASDAQ: BCON) said that will need to
raise additional funds through a combination of equity or project
financing to execute its business plan and continue as a going
concern.

Because of the continued uncertainty of successfully completing
the required financing, the Company's independent registered
public accounting firm has maintained an explanatory paragraph
related to a going concern uncertainty in its Audit Report on the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2009.

For the fiscal year ended December 31, 2009, Beacon Power reported
revenue of $926,000 and a net loss of $19.1 million, or ($0.16)
per share, compared with revenue of $68,000 and a net loss in 2008
of $23.6 million, or ($0.26) per share.  During 2009, Beacon Power
earned revenue from frequency regulation service provided through
an ISO-NE pilot program that began in November 2008, and from its
research and development contracts.

The Company's balance sheet at Dec. 31, 2009, showed assets of $50
million on debts of $5.9 million, for a stockholders' equity of
$40.08 million.

In Fiscal Year 2009, the Company:

    * Began operating a second and third megawatt (MW) of revenue-
      generating flywheel-based frequency regulation capacity
      within the New England Independent System Operator region
      (ISO-NE) under its Alternative Technologies Regulation pilot
      program.  Beacon's initial 1 MW system has been in operation
      since the pilot program began in November 2008.

    * Broke ground on its 20 MW plant in Stephentown, New York,
      for which it received a $43 million conditional loan
      guarantee commitment from the U.S. Department of Energy
      (DOE).

    * Received notification from DOE that it has been awarded a
      stimulus grant valued at $24 million, for use in the
      construction of the Company's second 20 MW flywheel energy
      storage plant, to be located in the PJM Interconnection
      operating area.

    * Continued making significant progress in promoting
      regulatory reforms that will allow the Company to gain
      better access to its target markets.

    * Raised $32.5 million from the sale of stock and warrants.

    * Lowered its net loss from operations for 2009 by
      $4.9 million (or 21%) compared to 2008.

A copy of the Earnings Release is available for free at:

              http://researcharchives.com/t/s?5907

A copy of the Annual Report is available for free at:

              http://researcharchives.com/t/s?5908

                         About Beacon Power

Beacon Power Corporation -- http://www.beaconpower.com/--
designs, develops and is taking steps to commercialize advanced
products and services to support stable, reliable and efficient
electricity grid operation.  The Company's primary business
strategy is to commercialize its patented flywheel energy storage
technology to perform frequency regulation services on the grid.
Beacon's Smart Energy Matrix, which is now in production, being
operated and earning revenue, is a non-polluting, megawatt-level,
utility-grade flywheel-based solution to provide sustainable
frequency regulation services.  Beacon is a publicly traded
company with its research, development and manufacturing facility
in the U.S.


BEARINGPOINT INC: Trustee to Probe Sale, Wants Docs From Cerberus
-----------------------------------------------------------------
netDockets reports that John DeGroote Services, LLC, the
liquidating trustee of the BearingPoint, Inc. Liquidating Trust,
is asking the Bankruptcy Court for permission to serve document
requests on Cerberus Capital Management, L.P. and require Cerberus
to produce discovery at the offices of counsel for the liquidating
trustee, Bingham McCutchen LLP.

John DeGroote Services was appointed as liquidating trustee
pursuant to BearingPoint's Modified Second Amended Joint Plan,
which became effective on December 30, 2009.  Pursuant to the
Plan, the trustee "is the assignee of estate causes of action, and
has the power to investigate and prosecute for the benefit of the
Liquidating Trust Beneficiaries causes of action that may from
time to time be held by the Liquidating Trust for the purpose of
maximizing the proceeds of the Liquidating Trust Assets."

The liquidating trustee, according to netDockets, is seeking
discovery from Cerberus to understand the sale process and
potential value of the company had BearingPoint or any of its
assets been sold prior to bankruptcy.  The trustee also seeks
access to records either received from BearingPoint or
communicated to BearingPoint by parties who expressed an interest
in purchasing all or part of BearingPoint.  According to
netDockets, the trustee asserts that pre-bankruptcy potential
sales "warrant inquiry" because the confirmed Plan "involves a
controlled liquidation and provides almost nothing for unsecured
creditors, and yet, as the Trustee is now aware, within the year
before the commencement of the cases, interested parties appear to
have rejected potential transactions that contemplated full
creditor payout and shareholder return."  netDockets says the
trustee suggests that BearingPoint's failure to sell its assets in
2007 and 2008 may give rise to an "actionable breach of duty by
estate fiduciaries."

According to netDockets, the trustee points out that Cerberus at
various points during 2007 and 2008, was engaged in direct
negotiations with BearingPoint and its management, including its
officers, related to the potential acquisition by Cerberus of all
or a portion of the assets of the Company.  While those
negotiations obviously did not result in a transaction, the
trustee asserts that discovery from Cerberus is appropriate
because "Cerberus therefore has direct, personal knowledge of
evidence demonstrating the conduct of the sale process by
[BearingPoint], the perceived value of [BearingPoint] and its
various business units in 2007 and/or 2008, and the circumstances
that ultimately led Cerberus to determine not to acquire all
and/or part of the assets of [BearingPoint]."

                      About BearinPoint Inc.

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection on February 18, 2009
(Bankr. S.D.N.Y., Case No. 09-10691).  The Debtors' legal advisor
is Weil, Gotshal & Manges, LLP, their restructuring advisor is
AlixPartners LLP, and their financial advisor and investment
banker is Greenhill & Co., LLC. Jeffrey S. Sabin, Esq., at Bingham
McCutchen LLP represents the Creditors' Committee.  Garden City
Group serves as claims and notice agent.

BearingPoint disclosed total assets of $1.655 billion and debts
of $2.201 billion as of December 31, 2008.

On the petition date, BearingPoint filed a Chapter 11 plan of
reorganization negotiated with lenders prepetition.  BearingPoint,
however, changed course and has instead pursued a sale of its
units, after determining that creditor recoveries would be
maximized through sales of the businesses.

On December 22, 2009, the Bankruptcy Court entered an order
confirming the Debtors' Modified Second Amended Joint Plan Under
Chapter 11 of the Bankruptcy Code, dated December 17, 2009.  On
December 30, 2009, the Debtors satisfied the conditions precedent
to the effectiveness of the Plan and on December 31, 2009, a
Notice of Effective Date of the Plan was filed with the Bankruptcy
Court.


BLOCKBUSTER INC: Puts European Arm for Sale to Raise Cash
---------------------------------------------------------
Ben Marlow at The Sunday Times reports that Blockbuster Inc. has
put its European arm for sale.

Accoding to the report, Blockbuster, which is struggling with
spiraling losses and more than US$1 billion (GBP660 million) of
debts, wants to offload the European division -- including 650
stores in the UK and more than 5,000 staff -- as part of a drive
to raise cash.

The company has appointed Winchester Capital, an American
corporate finance house, to find a buyer for the European
operation, which it values at about GBP50 million, the report
says.

                      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.


BOSQUE POWER: S&P Puts 'B' Rating on CreditWatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said it changed its recovery
rating on U.S. electricity generator Bosque Power Co. LLC's senior
debt to '3' from '1'.  The 'B' rating is currently on CreditWatch
with negative implications.  The '3' recovery rating on the
second-lien debt obligations indicates expectations of (50% to
70%) recovery of principal in a default scenario.  The change in
the recovery rating is a result of recent decreases in energy
prices, creating a more depressed recovery scenario than S&P
previously assumed.

The project issued $412.5 million in senior secured debt
($400 million is outstanding) on Jan. 16, 2008, in part to fund
the conversion of Units 1 and 2 at the power plant  into a single
combined-cycle unit.  Construction delays caused Bosque to
postpone the planned completion date of this unit to October 2009
from May 2009.  A third combined-cycle unit continued to operate
during construction.

                           Ratings List

                       Bosque Power Co. LLC

             Senior Secured                B/Watch Neg

                      Recovery Rating Changed

                                      To             From
                                      --             ----
         Recovery Rating              3              1


BROOKLYN ARENA: S&P Withdraws 'B' Rating on $106 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B' rating
on Brooklyn Arena Holding Co. LLC's proposed $106 million senior
secured notes that mature in 2017.  In addition, S&P placed its
'BBB-' rating on Brooklyn Arena Local Development Corp.'s
$511 million senior secured series 2009 payment-in-lieu-of-tax
bonds that mature in 2047 on CreditWatch with negative
implications.

The negative CreditWatch listing indicates that S&P could lower
the ratings in the next few months.  The 'BBB-' rating on LDC's
$511 million senior secured PILOT bonds was predicated on a
capital structure that assumed BAHC issued debt.  The sponsors are
pursuing an alternative financing strategy.   At this point, there
is uncertainty as to the final terms and conditions of any new
funding approach.

Brooklyn Events Center LLC is the operator of the Barclays Center,
future home of the New Jersey Nets professional basketball team.
BAHC is the sole owner of BEC.  BAHC is a wholly owned subsidiary
of Brooklyn Arena LLC, which is currently owned by an investor
group led by Bruce Ratner, the chairman and CEO of Forest City
Ratner Cos. LLC (an affiliate of Forest City Enterprises Inc).
BALLC and Atlantic Yards Development Co. LLC, affiliates of FCRC,
are developing Atlantic Yards, a significant mixed-use real estate
project in Brooklyn anchored by the Barclays Center.  The
relocation of the New Jersey Nets to Brooklyn is an integral part
of the Atlantic Yards development program.  Nets Sports and
Entertainment LLC, an affiliate of FCRC, acquired the Nets in
January 2004.  Currently the Nets play in the IZOD Center in
Newark, N.J.  The IZOD Center is one of the oldest arenas in the
National Basketball Association and offers limited premium seating
product options.


CANWEST GLOBAL: Now in Phase 2 of Sale Process
----------------------------------------------
Canwest Global Communications Corp. disclosed that, Canwest
Limited Partnership / Canwest Societe en Commandite and certain of
its subsidiaries, in connection with their ongoing financial
restructuring under Companies' Creditors Arrangement Act (the
"CCAA") has initiated Phase 2 of the previously announced court-
supervised sale and investor solicitation process.

During Phase 1 of the SISP, RBC Capital Markets, in its capacity
as financial advisor to the LP Entities, received a number of non-
binding proposals for all of the business and property of the LP
Entities that qualified as Qualified Non-binding Indications of
Interest as defined in the SISP procedures.  A number of non-
binding proposals for specific portions of the LP Entities'
businesses were also received during Phase 1 of the SISP.  The
parties submitting such bids will not be invited to participate in
Phase 2 of the SISP as their bids do not in the aggregate cover
all the LP Entities businesses and amount in total to a purchase
price significantly less than the amount owed to the LP Senior
Secured Lenders.

FTI Consulting Canada Inc., the Court-appointed monitor in the
CCAA proceedings, in consultation with the Financial Advisor, the
LP Entities' Chief Restructuring Advisor and the Bank of Nova
Scotia as Agent for the Senior Secured Lenders, determined that
there is a reasonable prospect of obtaining one or more Superior
Cash Offers or Superior Alternative Offers, as defined in the SISP
procedures.  The Monitor has accordingly recommended to the
special committee of Canwest's board of directors that the SISP
proceed to Phase 2.

The Special Committee unanimously accepted the recommendation and,
as a result, Phase 2 of the SISP commences and will continue until
April 30, 2010.  As announced earlier, Dennis Skulsky, President
and Chief Executive Officer of Canwest Publishing will continue to
lead the publishing operation and actively participate in the SISP
through to the end of Phase 2 when he will step down from his
position.  Thereafter, Mr. Skulsky will be available on an
advisory basis to both the special committee of Canwest's board of
directors and the LP Entities' senior management until August 31,
2010.

A number of prospective purchasers and/or investors that submitted
Qualified Non-binding Indications of Interest have been invited to
participate in Phase 2 of the SISP.  Phase 2 will include
management presentations, site visits and further due diligence
following which interested parties will be asked to submit binding
transaction proposals.

The timing and procedures governing the SISP, the terms of
participation by prospective purchasers and/or investors, and the
criteria for the submission, evaluation and selection of offers
are set out in Schedule "A" of the initial order (the "Initial
Order") issued by the Ontario Superior Court of Justice
(Commercial List) on January 8, 2010 in respect of the LP
Entities' CCAA proceedings, as amended.  The Monitor will continue
to supervise Phase 2 of the SISP in accordance with the terms of
the Initial Order.

                      About Canwest Global

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

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

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

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

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

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


CATALYST PAPER: Closes Private Offering of 8-5/8% Senior Notes
--------------------------------------------------------------
Catalyst Paper announces closing of the private exchange offer and
consent solicitation related to its 8-5/8% senior notes due 2011.

Catalyst Paper Corporation closed the private exchange offer and
consent solicitation of Catalyst's 11% Senior Secured Notes due
December 15, 2016 for its outstanding 8-5/8% Senior Notes due June
15, 2011.

The Exchange Offer was closed as scheduled on March 10, 2010 and
US$318,676,000 in aggregate principal amount of Old Notes were
accepted by Catalyst in exchange for US$280,434,000 in aggregate
principal amount of New Notes.  Upon the closing of the Exchange
Offer, US$35,552,000 aggregate principal amount of Old Notes
remain outstanding.

                      About Catalyst Paper

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

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

                          *     *     *

In mid-March 2010, Standard & Poor's Ratings Services lowered its
long-term corporate credit rating on Catalyst Paper to
'SD' (selective default) from 'CC'.  Given the weak outlook for
the company's specialty paper and newsprint segments, S&P expects
Catalyst to continue to face challenging market conditions in
2010.

Moody's Investors Service also downgraded Catalyst's Corporate
Family Rating to Caa1 from B3 while revising the Probability of
Default Rating to Caa1/LD from Caa3, with the "/LD" suffix
signaling a "limited default".  Catalyst's CFR downgrade
anticipates a marked deterioration in the company's financial
performance over the coming year, with significant EBITDA erosion
compared to 2009 levels and negative free cash flow generation.


CATHOLIC CHURCH: Wilmington Exclusivity Extended Until July 30
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the Catholic Diocese of Wilmington, Inc.'s exclusive periods to:

(a) file a Chapter 11 plan of reorganization through and
     including July 30, 2010; and

(b) solicit acceptances of that plan through and including
     September 30, 2010.

Prior to the approval of the extension, the Official Committee of
Unsecured Creditors told Judge Sontchi that although it does not
disagree with the relief sought, it does take issue with the
factual predicates set forth in the request.

Laura Davis Jones, Esq., at Pachulski Stang, in Wilmington,
Delaware, asserted, among other things, that (i) the Diocese's
insinuation that it unwittingly wound up in a complex Chapter 11
case warranting extension of the Exclusive Periods is
disingenuously self-serving because it is solely responsible for
the complexity, and (ii) the Debtor's assertion that it has
progressed in good faith towards reorganization by responding to a
multitude of expedited discovery requests is an exaggeration
because it never followed up on the commitments it made at the
December 1, 2009 meeting of creditors.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000. (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Wilmington Reaches Deal on Priests' Pensions
-------------------------------------------------------------
Pursuant to Rule 41(a)(2) of the Federal Rules of Civil Procedure,
the Catholic Diocese of Wilmington, Inc., the Official Committee
of Unsecured Creditors, and the Unofficial Committee of Abuse
Survivors stipulate and agree to the withdrawal, with prejudice,
of the Diocese's request to continue providing pensions,
sustenance and medical coverage in the ordinary course to Douglass
W. Dempster, John A. Sarro, Joseph A. McGovern, Charles W.
Wiggins, Kenneth Martin and Francis G. DeLuca.

The U.S. Bankruptcy Court for the District of Delaware signed and
approved the stipulation.

Pursuant to the Stipulation, the Diocese is authorized, but not
directed, to (i) provide pension and medical benefits to Rev.
James E. Richardson, in the ordinary course, and to pay the Stub
Period Pension to Fr. Richardson, and (ii) pay the Stub Period
Pensions to these parties:

    Pensioner                       Amount
    ---------                       ------
    Rev. Howard T. Clark            $1,025
    Rev. Edmund T. Coopinger         1,025
    Rev. Edward Glapiak              1,025
    Rev. Frederick A. Kochan         1,025
    Rev. Leonard J. Kempski          1,025
    Rev. Oscar H. Frundt             1,025
    Rev. Mssr. Patrick A. Brady      1,025
    Rev. L. Philip Mcgann            1,025
    Rev. Thomas E. Hanley            1,025
    Rev. Thomas F. Gardocki          1,025
    Rev. William E. Jennings         1,025
    Rev. Philip P. Sheekey           1,025
    Rev. William P. Mathesias        1,025
    Rev. Joseph Kandathiparampil     1,074
    Rev. Richard A. Reissmann        1,077
    Rev. James E. Richardson         1,114
    Rev. Bruce C. Byrolly            1,122
    Rev. Philip L. Siry              1,128
    Rev. William M. Hazzard          1,128
    Rev. Mssr. Ralph L. Martin       1,163
    Rev. Stephen J. Connell          1,179
    Rev. Msgr. Michael F. Szupper    1,268
    Rev. Edward J. Storck            1,269
    Rev. Thomas J. Peterman          1,282
    Vy. Rev. John J. Kavanaugh       1,282
    Rev. Edward J. Kaczorowski       1,538
                                   -------
              Total                $28,958

Nothing in the stipulation will constitute an admission or finding
(i) that the provision of pension benefits to retired or removed
clergy is or is not within the ordinary course of the Diocese's
business for purposes of Section 363(c)(1) of the Bankruptcy Code,
(ii) that the Priest Pension Fund is, or is not, held in trust or
otherwise subject to legally enforceable restrictions preventing
its use to satisfy the claims of the Diocese's general creditors,
(iii) that the Diocese has, or does not have, a federal
constitutional or statutory "free exercise" right to support
retired or removed clergy, or (iv) regarding the existence or
allowance of any claim of Fr. Richardson, and Messrs. Dempster,
Sarro, McGovern, Wiggins, Martin and Deluca against the Diocese.

The stipulation also provides that nothing will affect the right
of any party-in-interest to object on any basis whatsoever to any
claim asserted by or on behalf of Fr. Richardson, and Messrs.
Dempster, Sarro, McGovem, Wiggins, Martin or Deluca, or the rights
of the Diocese's bankruptcy estate to assert indemnity,
contribution or subrogation claims against them.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000. (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Wilmington Okayed for Investments' Withdrawal
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Catholic Diocese of Wilmington, Inc., on third and fourth
interim bases, to make certain withdrawals from the pooled
investment account for the benefit of the Diocese and certain
pooled investors.

Subject to the terms of the Custody Agreement, Judge Sontchi
authorized the Diocese to make withdrawals from the pooled
investment account and to process withdrawal requests of non-
debtor pooled investors without further Court order, up to these
applicable amounts:

       Pooled Investor           Aggregate Cap
       ---------------           -------------
       Diocese                     $5,400,000
       Foundation                     414,500
       Charities                      231,768
       Cemeteries                     207,500
       Holy Family                    135,897
       Siena Hall                      85,665
       Children's Home                 79,140
       Seton Villa                     62,600
       Corpus Christi                  50,000
       Holy Cross                      50,000
       Our Lady of Lourdes             40,000
       Our Mother of Sorrows           23,620
                                    ---------
                    Total          $6,780,690

Judge Sontchi also authorized the Diocese to continue to invest
and deposit funds into the pooled investment account in accordance
with its prepetition practices, without the need for a bond or
other collateral as required by Section 345(b).  The entities with
which the Diocese's pooled investment funds are deposited and
invested will be excused from full compliance with the
requirements of Section 345(b) until 45 days following the
docketing of a final order directing compliance with Section
345(b) as to specific accounts following the next hearing on the
relief requested, which is currently set for March 22, 2010.

Nothing contained in the Interim Orders will prevent the Diocese
from establishing any additional sub-funds within the Pooled
Investment Account as it may deem necessary and appropriate, and
the Account's Custodian is authorized to process the Diocese's
request to account for transactions with respect to the sub-fund.

Notwithstanding Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure, Judge Sontchi held that the terms and provisions of
Interim Orders will be effective as of March 2, 2010.

Prior to the entry of the Interim Orders, Philip Trainer, Jr.,
Esq., at Ashby & Geddes, in Wilmington, Delaware, submitted to the
Court a letter on behalf of parish corporations and nondebtor
Catholic entities that participate in the Pooled Investment
Account in connection with a dispute relating specifically to Non-
Debtor Participants Catholic Cemeteries, Inc., Siena Hall, Inc.,
Children's Home, Inc., St. Ann's Roman Catholic Church and St.
John the Beloved Roman Catholic Church, and the proposed
disbursement of certain of their funds held in the Pooled
Investment Account.  The dispute relates to the funding needs of
the Non-Debtor Participants for the first quarter of 2010, which,
in total, represent approximately 0.5% of the over $70 million
they hold in the Pooled Investment Account.

The Non-Debtor Participants sought the Official Committee of
Unsecured Creditors' agreement for the withdrawal for their
quarter needs, and provided it with a detailed description of the
purposes for which the requested funds would be used, Mr. Trainer
told the Court.  However, the Creditors Committee responded by
circulating its own questionnaire to the Non-Debtor Participants,
which questionnaire was not only burdensome, but fell far outside
the scope of the Court's instructions, he said.  Accordingly, the
Non-Debtor Participants sought the Court's authority to disburse
the funds they need, and to impose a process by which they will
provide the Creditors Committee the amounts of any future interim
withdrawal requests.

In response, the Creditors Committee argued that Mark Reardon,
Esq., admitted in May 2007 that he has long represented all of his
church clients "pro bono . . . year after year at no charge."  Mr.
Reardon is and has long been lead counsel representing St. Ann's
Church in state court litigations.  The Creditors Committee
asserted, among other things, that abuse survivors will be
prejudiced if St. Ann's is now permitted to drain and dilute the
Pooled Investment Account -- the ownership of which is hotly
disputed and which should be used to compensate the many abuse
survivors.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000. (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Fairbanks Wins Approval of Settlements
-------------------------------------------------------
The Catholic Bishop of Northern Alaska obtained approval from the
U.S. Bankruptcy Court for the District of Alaska of settlement
agreements it entered separately with certain settling parties
under Rule 9019 of the Federal Rules of Bankruptcy Procedure.  The
Settling Parties are:

  -- Alaska National Insurance Company;

  -- certain of the Diocese's parish churches;

  -- The Continental Insurance Company; and

  -- the Monroe Foundation, Inc.

The Agreements resolve issues between the Diocese and the Settling
Parties.

Under the ANIC Agreement, ANIC will pay the Diocese $1,400,000 and
will buy back CBNA's rights under certain insurance policies
covering CBNA, and will not purchase any rights under the Policies
belonging to the Anchorage Archdiocese, the Juneau Diocese, the
Society of Jesus, Oregon Province or any other person that is not
an Other Released Party under the Agreement.

Pursuant to the CIC Agreement, the Diocese and CIC will fully and
finally settle all claims against each other.  To do so, CIC will
have an allowed $1,200,000 general unsecured claim against the
bankruptcy estate, which CIC will assign to the fund established
in the Diocese's Plan of Reorganization to fund the Settlement
Trust created under the Plan.

Under its Agreement with the Diocese, the Parish Churches will
contribute $650,000 to be paid to the Estate with the proceeds
used to fund the Litigation and Settlement Trusts established by
the Plan.  Some of the Parish Churches are additional or co-
insureds with CBNA under various insurance policies, which provide
or may provide coverage for sexual misconduct.  Subject to the
terms of the Agreement, the Parish Churches agree to execute
necessary documents so that (i) all policies under which the
Parish Churches are insureds or co-insureds may be settled with
the proceeds used to fund the Fund established by the Plan, or,
(ii) so that all of those policies may be assigned to the Fund in
accordance with the terms of the Plan.  The source of the funds
for the $650,000 payment is the unrestricted parish funds in the
Catholic Trust of Northern Alaska.

The Foundation, under its Agreement with the Diocese, will
contribute $150,000 to be paid to the Estate no later than the
Plan's Effective Date.  In consideration for the mutual releases
and payment of the settlement amount, the Foundation will be
deemed a Participating Third Party and will be a beneficiary of
the channeling of the Tort Claims and Future Tort Claims to the
Settlement Trust and the Litigation Trust, and the issuance of the
Channeling Injunction through the confirmation of the Plan.  As a
result of the Channeling Injunction and releases provided in the
Agreement, it is contemplated the Foundation will not be subject
to certain claims against the Estate, including Tort Claims and
Future Tort Claims.

Susan G. Boswell, Esq., at Quarles & Brady LLP, in Tucson,
Arizona, relates that claims being settled in the Agreements
involve highly complex litigation that would take a long time to
resolve.  She asserts that the proposed settlements and settlement
amounts are reasonable, well within the range of likely outcomes
of the litigants' dispute, and CBNA has concluded that the
settlement reflects an appropriate balance of costs, risks and
potential rewards of litigation.

                 About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Bankr. Court OKs $1.9MM Sale of Pilgrim Springs
----------------------------------------------------------------
Judge Donald MacDonald IV of the United States Bankruptcy Court
for the District of Alaska ruled, as per the minutes of a March 5,
2010 hearing, that the bid of Unaatuq LLC will be approved for the
Pilgrim Springs Property for a price of $1.9 million.  He also
directed the Diocese's counsel to submit an order containing his
rulings.  To date, no written order has been signed by the Court.

As part of the Third Amended and Restated Joint Plan of
Reorganization jointly proposed by the Catholic Bishop of Northern
Alaska and its Official Committee of Unsecured Creditors, as well
as Sections 105 and 363(b) and (t) of the Bankruptcy Code, the
Diocese of Fairbanks and the Creditors Committee sought approval
of a sale process for the real property owned by the Diocese and
commonly known as Kruzgamepa Hot Springs Ranch or Pilgrim Hot
Springs.

Under the sale protocol, the opening bid at the Pilgrim Springs
Auction was made by the diocese's endowment fund for $1,850,000.
The sale of the Pilgrim Springs Property to the bidder with the
highest and best bid at the Pilgrim Springs Auction must close
within 45 days of the Pilgrim Springs Auction, and will be free
and clear of all claims, liens or encumbrances except for the UAF
License under Sections 363 and 1123 of the Bankruptcy Code.  Up to
$1,850,000 of the proceeds of the Pilgrim Springs Auction will be
used to fund CBNA's funding obligations on the Plan's effective
date, including payment of Administrative Expenses, but, in all
events, all proceeds above $1,850,000 will be paid to the
Settlement Trust.

Mary's Igloo's Board of Directors has objected the bid of the
Catholic Bishop of Northern Alaska to sell Pilgrim Hot Springs.
"We request that this procedure be delayed due to the fact that
the Catholic Church does not own the Pilgrim Hot springs.  It is
expressed by several shareholders who have seen the document of
the agreement between Mary's Igloo and the Church which states
that the land will be leased to the Church for $1 year until for
the purpose of building a[n] orphanage.  And that when it is
closed down the land will be handed back to the Native village of
Mary's Igloo (now called the Mary's Igloo Native corporation),"
the letter says.

               Greens' Request for Injunction Denied
                        By Bankruptcy Court

Louis H. and Nancy R. Green asked the U.S. Bankruptcy Court for
the District of Alaska to issue a preliminary injunction order,
under Rule 65 of the Federal Rules of Civil Procedure, staying the
sale of Pilgrim Hot Springs, in Nome, Alaska, by the Trustee for
the Catholic Bishop of Northern Alaska pending the resolution of
their appeal in U.S. District Court for the District of Alaska.
They also ask Judge MacDonald to enjoin the Diocese of Fairbanks
or its agents from selling or disposing of the Pilgrim Springs
Property pending outcome of their appeal.

Bryon E. Collins, Esq., at Bryon E. Collins and Associates, in
Anchorage, Alaska, argues that the Greens can meet the criteria
for issuance of a stay because:

  (a) the Greens can show a likelihood of the success of their
      appeal that the Bankruptcy Court overstepped its equitable
      powers in ordering the Greens to dismiss their state court
      actions, as well as probable success on their adverse
      possession claim in State Court by meeting the adverse
      possession requirements for a 10-year statutory period of
      time prior to the Petition Date;

  (b) The Greens' Eighth Amendment Constitutional right to
      procedural due process would irreparably be harmed should
      the sale of Pilgrim Hot Springs be allowed to continue as
      there is no other procedural mechanism to protect their
      interest in their Property except through appeal;

  (c) The Diocese's interests in Pilgrim Hot Springs would be
      protected by staying the sale because if the Diocese
      actually holds legal title to the Property, the stay would
      allow for removal of any actual or apparent cloud of title
      before the sale, thereby encouraging higher bids in the
      bid process; and

  (d) The citizens of Nome would have their public interests
      protected by a stay of the sale because the citizens have
      an interest in the continued permissive use of Pilgrim Hot
      Springs as has been allowed for 35 years by the Greens.

Mr. Collins points out, among other things, that a significant
public interest is at stake should the Bankruptcy Court not grant
the stay as the sale would jeopardize the open use of the Property
because the prospective purchasers are all private corporations.

The Diocese filed an objections.  The Greens' request depends on
the likelihood of success on their adverse possession claim to
Pilgrim Hot Springs' title, Susan G. Boswell, Esq., at Quarles &
Brady LLP, in Tucson, Arizona, relates.  She contends that the
claim is completely without merit because at all relevant times,
the Greens had permission from Pilgrim Springs Ltd., the Diocese's
tenant pursuant to a 99-year lease, to "act toward the land as if
they owned the property."

The Catholic Church Communities of Northern Alaska joined in the
objections filed by the Diocese.  On behalf of the Parishes, Ford
Elsaesser, Esq., at Elsaesser Jarzabek Anderson Marks & Elliott,
Chartered, in Sandpoint, Idaho, contends that the only matter
properly before the Bankruptcy Court is a request for stay pending
appeal.  He explained that the stay request has not been properly
supported by any Ninth Circuit authorities and has provided no
evaluation of the balance of harms, nor do the Greens propose
submitting any kind of bond or surety that would reasonably
protect the Diocese if the appeal is unsuccessful.

Following a hearing Judge MacDonald denied the Greens' request for
preliminary injunction.

In his 15-page memorandum opinion, Judge MacDonald held that the
request is procedurally defective because the relief must be
sought by way of an adversary proceeding, rather than motion,
pursuant to Rule 7001(7) of the Federal Rules of Bankruptcy
Procedure.  He explained that even if a court were to overlook
this fatal defect, the request lacks merit.

"There is a strong public interest in preserving the integrity of
the bankruptcy process," Judge MacDonald opined.  "The consequence
of granting the Greens' requested preliminary injunction would
derail and possibly defeat CBNA's reorganization efforts," he
added.

                 About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CELEBRITY RESORTS: Section 341(a) Meeting Scheduled for April 5
---------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Celebrity Resorts, LLC's Chapter 11 case on April 5, 2010, at
1:30 p.m.  The meeting will be held at Orlando, FL (6-60) - 135
West Central Boulevard, 6th Floor, Suite 600.

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.

Orlando, Florida-based Celebrity Resorts, LLC, filed for Chapter
11 bankruptcy protection on March 5, 2010 (Bankr. M.D. Fla. Case
No. 10-03550).  R Scott Shuker, at Latham Shuker Eden & Beaudine
LLP, assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


CELESTICA INC: Moody's Withdraws 'Ba2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn these ratings of Celestica
Inc.:

* Corporate Family Rating -- Ba2
* Probability of Default Rating -- Ba2

All Remaining LGD Assessments

* Speculative Grade Liquidity Rating -- SGL-1
* Outlook, Changed To Rating Withdrawn From Stable

Moody's has withdrawn these ratings for business reasons given
that this issuer has no rated debt outstanding.

The last rating action was on March 11, 2010 when Moody's changed
Celestica's CFR to Ba2.

Headquartered in Toronto, Canada, Celestica is a global provider
of electronics manufacturing services to original equipment
manufacturers in the information technology and communications
industry.  For the twelve months ended December 31, 2009, the
company generated revenues of $6.1 billion.


CENTAUR LLC: Section 341(a) Meeting Scheduled for April 19
----------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Centaur LLC., et al.'s Chapter 11 case on April 19, 2010, at
9:30 a.m.  The meeting will be held at J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112, Wilmington, Delaware 19801.

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.

Indianapolis, Indiana-based Centaur, LLC --
http://www.centaurgaming.net/-- aka Centaur Indiana, LLC, is
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.


CENTAUR LLC: Court Extends Filing of Schedules Until May 5
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended, at the behest of Centaur, LLC, et al., the deadline for
the filing of schedules of assets and liabilities, schedules of
executor contracts and unexpired leases, schedules of current
income and expenditures and statements of financial affairs until
May 5, 2010.

The Debtors said that it needs the extension due to the size and
complexity of the Debtors' operations and the volume of material
that must be compiled and reviewed by the Debtors' limited staff
to complete the schedules for each of the Debtors, especially
during the days leading up to the filing of the petitions and the
hectic early days of the Debtors' Chapter 11 cases.

For the avoidance of doubt, in order to ease the administrative
burden to the Debtors' estates and to ensure the orderly and
coordinated preparation of the Debtors' schedules, the Debtors
request that their requested deadline also apply to Centaur PA
Land LP (the First Filed Debtors).

The First Filed Debtors sought and obtained initial extension of
their time to file schedules and statements until December 14,
2009.  The First Filed Debtors obtained another extension, which
was until January 13, 2010, and a third extension, until March 15,
2010.

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

On October 28, 2009, Centaur PA Land, LP, its affiliate Valley
View Downs LP filed Chapter 11 petitions filed for Chapter 11.  On
March 6, 2010, the remaining debtors -- including Centaur, LLC
(Bankr. D. Delaware Case No. 10-10799) -- commenced Chapter 11
cases by filing voluntary petitions for relief under the U.S.
Bankruptcy Code.

Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, assists Centaur,
LLC, in its restructuring effort.  Centaur, LLC, estimated its
assets and debts at $500,000,001 to $1,000,000,000.


CENTAUR LLC: Court Okays AlixPartners as Claims & Balloting Agent
-----------------------------------------------------------------
Centaur, LLC, et al., sought and obtained authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ
AlixPartners, LLP, as claims and balloting agent, nunc pro tunc to
the Petition Date.

AlixPartners will, among other things:

     a. assist the Debtors with preparing and filing of the
        bankruptcy schedules and statements of financial affairs;

     b. assist the Debtors with the preparation of monthly
        operating reports;

     c. process and mail notices including the initial bankruptcy
        notices and bar date notice; and

     d. receive and process proofs of claim and maintain the
        claims register.

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

        Managing Directors             $505
        Directors                      $415
        Vice Presidents                $345
        Associates                     $285
        Analysts                       $195
        Paraprofessionals              $110

Michelle C. Campbell, AlixPartners' managing director, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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

On October 28, 2009, Centaur PA Land, LP, its affiliate Valley
View Downs LP filed Chapter 11 petitions filed for Chapter 11.  On
March 6, 2010, the remaining debtors -- including Centaur, LLC
(Bankr. D. Delaware Case No. 10-10799) -- commenced Chapter 11
cases by filing voluntary petitions for relief under the U.S.
Bankruptcy Code.

Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, assists Centaur,
LLC, in its restructuring effort.  Centaur, LLC, estimated its
assets and debts at $500,000,001 to $1,000,000,000.


CHEMTURA CORP: Begins Filing Omnibus Claims Objections
------------------------------------------------------
In 14 separate omnibus objections, Chemtura Corp. and its units
asked Judge Gerber to disallow hundreds of claims, divided into
tiers, pursuant to Court-approved Claim Objection Procedures.

The Claims were asserted by claimants pursuant to Sections 105(a)
and 502(b) of the Bankruptcy Code and Rule 3007 of the Federal
Rules of Bankruptcy Procedure.

Subsequently, in separate orders, Judge Gerber disallowed several
claims subject to the Debtors' Tier 1 Omnibus Objections.

Lists of the Disallowed Claims are available for free at:

  * http://bankrupt.com/misc/1stTier1.pdf
  * http://bankrupt.com/misc/2ndTier1.pdf
  * http://bankrupt.com/misc/3rdTier1.pdf
  * http://bankrupt.com/misc/5thTier1.pdf
  * http://bankrupt.com/misc/6thTier1.pdf
  * http://bankrupt.com/misc/7thTier1.pdf
  * http://bankrupt.com/misc/8thTier1.pdf
  * http://bankrupt.com/misc/9thTier1.pdf
  * http://bankrupt.com/misc/10thTier1.pdf
  * http://bankrupt.com/misc/11thTier1.pdf
  * http://bankrupt.com/misc/12thTier1.pdf
  * http://bankrupt.com/misc/14thTier1.pdf

Under the Claim Orders, the Court deemed the Debtors' objections
as withdrawn with regard to the claims of these entities:

  -- Robert E. Lacy
  -- Rick Fleming
  -- Marlene Fleming
  -- Bernard Stanley
  -- Heather Triplett
  -- Timothy Pitchford
  -- Shane Tripplett
  -- Shawn Titlow
  -- The Continental Insurance Company
  -- Continental Casualty Company
  -- Mussop, Inc.
  -- Norfolk Southern Railway Company
  -- Irma Macilla
  -- Ricardo Corona
  -- Victor Mancilla
  -- Maria Zetina
  -- Oscar Zetina Pech

The Debtors agree to adjourn the hearing of their objections to
the claims of these claimants to a later date:

  -- Carolyn Kiefer
  -- Georgia Hawthorne
  -- Flavor Concepts, Inc.
  -- Givaudan Flavors Corporation
  -- Polarome International, Inc.
  -- Karen Geile
  -- Marjorie Turnbough
  -- Mary Whiteside
  -- Rachan Thitakom
  -- Division of Waste Management of the North Carolina
     Department fo Environment and Natural Resources

Before Judge Gerber entered the Claim Orders, these entities
filed responses to the Debtors' Tier 1 objections:

  -- Givaudan Flavors Corporation
  -- Polarome International, Inc.
  -- Brian R. Krieger
  -- Mussop, Inc.
  -- Oscar Zetina Pech
  -- Maria Zetina
  -- Nakamura & Partners
  -- M.L. Smith, Jr LLC f/k/a M.L. Smith, Jr., Inc.
  -- John Andrew Hatcher, Jr.
  -- Joseph Hapchick
  -- Croda, Inc.
  -- China Synthetic Rubber Corporation
  -- Continental Carbon Company
  -- Thomas & Knight LLP
  -- Division of Waste Management of the North Carolina
     Department of Environment and Natural Resources
  -- The Continental Insurance Company as successor by merger to
     Pacific Insurance Company

The Court has not entered an order on the Debtors' 4th and 13th
Tier 1 omnibus objections.  A list of the claims subject to the
4th and 13th Tier 1 omnibus objection is available for free at:

             http://bankrupt.com/misc/4thTier1.pdf
             http://bankrupt.com/misc/13thTier1.pdf

             Debtors & Givaudan Flavors Stipulate

In a Court-approved stipulation, the Debtors and Givaudan Flavors
agree that Claim No. 9743 is expunged from the claims register
because it has been amended and superseded by Claim No. 11249.

Givaudan amends Claim No. 11249 to withdraw with prejudice its
claims against the Debtors for any amounts that Givaudan already
has paid or has agreed to pay on account of claims, asserting
injuries relating to diacetyl.

As a result, for purposes of clarification, Claim No. 11249 is
now limited to a claim by Givaudan for amounts that it may pay
after March 8, 2010, to certain plaintiffs in relation to the
Pending Givaudan Diacetyl Claims.

Givaudan further agrees to:

  -- provide Chemtura with certain supplemental information for
     certain pending Givaudan diacetyl claims; and

  -- upon reasonable request by the Debtors, to provide or
     direct Chemtura and counsel of the official committees
     appointed in the Chapter 11 cases with or to additional
     public and non-confidential, privileged or work product
     information, if known by Givaudan, with respect to
     plaintiffs in the Pending Givaudan Diacetyl Claim to the
     extent that they have not filed individual proofs of claim
     against the Debtors.

                     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 Morgan Lewis as Employee Benefits Counsel
-----------------------------------------------------------------
Morgan Lewis & Bockius LLP was previously employed by Chemtura
Corp. as an ordinary course professional.  As an OCP, Morgan Lewis
provides services to the Debtors in connection with:

  -- employee benefits, executive compensation, investment
     management and labor and employment law advice and
     services;

  -- advice and services in connection with the renegotiation of
     an agreement with Prudential Financial, Inc. for relocation
     services Prudential provides; and

  -- advice and counsel in connection with their continued
     compliance with the wage and hour requirements of the Fair
     Labor Standards Act and applicable state wage and hour
     laws.

The Debtors tell the Court that Morgan Lewis (i) is currently
conducting a privileged and confidential assessment of the
policies, procedures and controls governing their customer
incentive programs, and (ii) is providing legal advice and
counsel on matters related to the assessment.

The Debtors expect Morgan Lewis' fees to exceed the monthly and
case fee caps set for an OCP.  Accordingly, the Debtors sought
and obtained the Court's authority to employ Morgan Lewis as its
special counsel pursuant to Section 327(e) of the Bankruptcy
Code.

As the Debtors' special counsel, Morgan Lewis will:

  -- provide employee benefits, executive compensation,
     investment management and labor and employment law advice
     and services to the Debtors;

  -- draft documents relating to employee benefits, executive
     compensation and labor and employment law matters;

  -- assist the Debtors with the preparation and submission of
     documents to the Internal Revenue Service;

  -- advise the Debtors with respect to matters involving
     deferred compensation arrangements, severance plans,
     employment contracts, compensation arrangements, mergers
     and acquisitions, plan investments, and fiduciary issues;

  -- advise the Debtors in connection with its renegotiation of
     an agreement relating to employee relocation services;

  -- provide litigation services in connection with labor and
     employment law matters;

  -- advise and counsel the Debtors in connection with their
     continued compliance with the wage and hour requirements of
     the Fair Labor Standards Act and applicable state wage and
     hour laws; and

  -- conduct a privileged and confidential assessment of the
     policies, procedures and controls governing the Debtors'
     customer incentive programs, and provide legal advice and
     counsel to the Debtors on matters related to the
     assessment.

The Debtors assure the Court that the services Morgan Lewis are
expected to perform will not duplicate those performed by other
bankruptcy professionals.

The Debtors will pay Morgan Lewis based on the firm's ordinary
and customary hourly rates in effect on the date services are
rendered and will reimburse the firm's actual and necessary out-
of-pocket expenses.

Morgan Lewis' hourly rates are:

         Partners                  $540 to $825
         Of Counsel                $560
         Associates                $290 to $525
         Benefits Analysts         $325 to $335

During the 90-day period before the Petition Date, Morgan Lewis
received $78,505 from the Debtors for professional services
performed and expenses incurred.  Additionally, Morgan Lewis
filed a proof of claim against Debtor Chemtura Corporation,
asserting an unsecured claim for $96,250.

Christopher A. Parlo, Esq., a member of Morgan Lewis, notes that
his firm represents certain of the Debtors' creditors on matters
unrelated to the matters for which the firm is being employed by
the Debtors.  He asserts that pursuant to Section 327(c) of the
Bankruptcy Code, Morgan Lewis is not disqualified from acting as
the Debtors' counsel.

                     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: Equity Committee Proposes Skadden Arps as Counsel
----------------------------------------------------------------
The Official Committee of Equity Security Holders in Chemtura
Corp.'s cases asks the Court for authority to retain Skadden Arps
Slate Meagher & Flom LLP as its counsel nunc pro tunc to January
7, 2010, to perform these services:

  (a) advise the Equity Committee regarding its rights, powers,
      and duties in the Chapter 11 Cases;

  (b) assist and advise the Equity Committee in its
      consultations with the Debtors regarding the
      administration of the Chapter 11 Cases;

  (c) assist the Equity Committee in preparing pleadings and
      applications;

  (d) represent the Equity Committee at court hearings and
      proceedings;

  (e) assist in the Equity Committee's investigation of the
      acts, conduct, assets, liabilities, and financial
      condition of the Debtors and of the operation of their
      businesses;

  (f) assist the Equity Committee in analyzing claims of the
      Debtors' creditors;

  (g) assist the Equity Committee in its analysis of, and
      negotiations with, the Debtors or any third party
      concerning matters related to the terms of a Chapter 11
      plan or plans for the Debtors;

  (h) assist and advise the Equity Committee as to its
      communications, if any, with its constituents regarding
      significant matters in these cases;

  (i) review and analyze motions, applications, orders,
      statements of operations and schedules filed with the
      Court and advise the Equity Committee as to their
      propriety; and

  (j) perform other services as may be required and are deemed
      to be in the interests of the Equity Committee in
      accordance with the Equity Committee's powers and duties
      as set forth under the Bankruptcy Code.

The Equity Committee asserts that it needs a legal counsel, as a
fiduciary for all equity security holders.

Skadden Arps' fees for professional services are based upon
hourly rates.  Skadden Arps and the Equity Committee have agreed
that Skadden Arps' standard bundled rate structure will apply to
the Debtors' Chapter 11 cases.  Therefore, Skadden Arps will not
be seeking to be separately compensated for certain staff,
clerical and resource charges.

The hourly rates under the bundled rate structure range from $775
to $995 for partners, $735 to $835 for counsel, $360 to $680 for
associates and $185 to $295 for legal assistants and support
staff.

In addition, the Equity Committee proposes that Skadden Arps be
reimbursed for its necessary out-of-pocket expenses.

Jay M. Goffman, Esq., a member of Skadden Arps, assures the Court
that he and other members of the firm have no connection with the
Debtors and they do not represent any entity having an adverse
interest to the Debtors and the Equity Committee.

Mr. Goffman nevertheless notes that his firm has represented
certain of the Debtors in the past and has filed a general
unsecured claim for $530,419 for prepetition fees and expenses.

The Equity Committee asserts that although Skadden Arps' claim
against the Debtors result in it not being a "disinterested
person" as the term is defined under Section 101(14) of the
Bankruptcy Code, there is no requirement that professional
persons sought to be employed by a statutory committee be
disinterested pursuant to Section 1103 of the Bankruptcy Code.

         Creditors Committee Seeks to Limit Work Scope

The Official Committee of Unsecured Creditors insists that the
Debtors' estates are insolvent and thus, shareholders are not
entitled to recovery in the estates.

Daniel H. Golden, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, says the Creditors' Committee was "surprised" when the
Office of the United States Trustee appointed the Equity
Committee after refusing to do so on multiple occasions.  But
rather than disband the Equity Committee, the Creditors'
Committee seeks to impose certain restriction on the scope of the
Equity Committee's involvement in the Debtors' Chapter 11 cases
in order to ensure that its role is appropriately tailored to the
issues which should be of concern to existing equity holders and
the compensation of the Equity Committee's professionals that may
be reimbursable by the Debtors' estates.

Mr. Golden asserts that because shareholder recovery in the
Chapter 11 cases is ultimately contingent on the extent of
allowed claims and the enterprise value of Debtor Chemtura
Corporation, the Equity Committee's scope should be limited to
claims allowance analyses and plan-related issues, primarily
valuation issues.

In addition, since the Debtors' general unsecured creditors are
bearing all costs of administration of the Debtors' Chapter 11
cases, including all professional fees, Mr. Golden asserts that
compensation for the Equity Committee's professionals must be
tied to the recovery obtained by equity holders, if any.

In this regard, the Creditors' Committee seeks that the Equity
Committee's professionals be subject to an aggregate fee and
expense payment limitation of $1 million for the duration of the
Chapter 11 cases, with payment of any amounts incurred in excess
conditioned on (i) the Debtors' shareholders receiving a recovery
in excess of the fees and expenses, and (ii) approval of final
fee applications.

Moreover, the Creditors' Committee asks the Court to rule that
fees and expenses actually paid to the Equity Committee's
professionals be subject to disgorgement in the event the
Debtors' shareholders receive no recovery or a recovery that is
less than the aggregate amount of fees and expenses paid to the
Equity Committee's professionals.

Mr. Golden contends that the imposition of the proposed
Restrictions will avoid unnecessary duplication of effort among
the Equity Committee and the Creditors' Committee and ensure that
the Debtors' estates and their unsecured creditors do not bear
the burden of compensating professionals representing an out of
the money constituency.

                      U.S. Trustee Objects

Diana G. Adams, the U.S. Trustee for the District of New York,
argues that Skadden Arps' acknowledgement that it is not a
"disinterested person" by virtue of its prepetition unsecured
claim bars it from being retained as the Equity Committee's
counsel.

"The existence of such a substantial claim imposes upon Skadden
[Arps] a disqualifying adverse interest under [Section] 1103(b)
of the Bankruptcy Code," the U.S. Trustee asserts.

The U.S. Trustee points out that while Skadden Arps has stated
that it has not represented the Debtors in their Chapter 11
Cases, it should specify whether it has performed any services as
a professional in the ordinary course of the Debtors' business
and whether it has received any compensation or reimbursement of
expenses in connection with it.

Skadden Arps should also provide further details regarding its
termination as an OCP, including documentations or
communications, the U.S. Trustee contends.

For these reasons, the U.S. Trustee asks the Court to deny the
Skadden Arps Employment Application.

                     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: Files Bankruptcy Rule 2015.3 Report
--------------------------------------------------
Pursuant to Rule 2015.3 of the Federal Rules of Bankruptcy
Procedure, the Debtors submitted to the Court a report regarding
value, operations and profitability of entities in which they
hold a substantial or controlling interest as of December 31,
2009.

The Debtors disclose that they hold a 50% to 65% interest in
three entities.  They also hold a 99% to 100% interest in more
than 45 entities, which include Chemtura Holdings Company, Inc.,
Chemtura Holdings GmbH, and Crompton S.A.

The Report also include copies of balance sheets for entities
held by the Debtors as of December 31, 2009, and statements of
operations for entities held by the Debtors for the six-month
period ended December 31, 2009.

A full-text copy of the 2015.3 Report is available for free at:

           http://bankrupt.com/misc/Chem2015Rep2.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)


CHINA HEALTH: Andrew Kramer Steps Down as Director
--------------------------------------------------
China Health Care Corp. reported that Andrew B. Kramer resigned as
the Company's director.  The board of directors now consists of
Wong Yuen Yee and Gerald Lau.

China Health Care Corp. provides consultancy services to the VIP
Maternity & Gynecological Centers in the People's Republic of
China.  These services are provided in conjunction with Johns
Hopkins International, LLC, a U.S. based healthcare provider, and
based upon a Consultancy Agreement with JHI.  The Company is
currently under contracts to provide consultancy services to a
total of five VIP Birthing Centers in the PRC and to manage a
private hospital in Macau.

                        Going Concern Doubt

Samuel H. Wong & Co., LLP, in South San Francisco, California,
raised substantial doubt about China Health's ability to continue
as a going concern after auditing the Company's financial results
for the years ended September 30, 2008, and 2007.  The auditor
noted that the Company continued to incur losses and working
capital deficiencies.

China Health Care's balance sheet at June 30, 2009, showed total
assets of $1.47 million and total liabilities of $7.06 million,
resulting in a stockholders' deficit of about $5.59 million.


CINCINNATI BELL: Prices $625MM Senior Notes at 98.596% of Par
-------------------------------------------------------------
Cincinnati Bell Inc. has priced a public offering of $625 million
aggregate principal amount of senior subordinated notes due 2018,
which represents an increase of $225 million from the preliminary
prospectus supplement.  The notes will bear interest at a rate of
8.75% per annum, payable semi-annually on March 15 and September
15, and the first interest payment date will be September 15,
2010.

The 8-year notes were priced at 98.596% of par to yield 9.0%,
resulting in net proceeds to Cincinnati Bell Inc. of
$603.7 million after deducting underwriting discounts and
commissions.  The net proceeds of the offering will be used to
redeem all of the company's outstanding 8.375% Senior Subordinated
Notes due 2014 plus accrued interest and call premium, as well as
for other general corporate purposes.

The Company expects the issuance and delivery of the senior
subordinated notes to occur on March 15, 2010, subject to
customary closing conditions.  The senior subordinated notes were
offered pursuant to an automatic shelf registration statement on
Form S-3 filed on September 30, 2009 with the Securities and
Exchange Commission.

Banc of America Securities LLC acted as the Lead Bookrunning
Manager for the senior subordinated notes offering.

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- is a full-service
regional provider of data and voice communications services over
wireline and wireless networks and a full-service provider of data
center operations, related managed services and equipment.

                           *     *     *

According to the Troubled Company Reporter on March 12, 2010,
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.

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.


CINCINNATI BELL: Fitch Assigns 'B/RR5' Rating on $625 Mil. Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'B/RR5' rating to Cincinnati Bell
Inc.'s offering of $625 million of 8.75% senior subordinated notes
due 2018.  The company's Issuer Default Rating is 'B+', and the
Rating Outlook is Stable.

The proceeds will be used to redeem the company's outstanding
8.375% notes due in 2014 in the amount of $560 million plus
accrued interest and call premium, as well for general corporate
purposes.

Fitch's 'B+' IDR for Cincinnati Bell, Inc., reflects expectations
for relatively stable credit metrics and the diversified revenue
base associated with the company's business model, which
integrates the wireline and wireless businesses.  In 2009, the
company's results were pressured by the economy, as well as by
competition in the wireline and wireless business segments.
Although revenues declined, CBB was able to maintain a stable
level of EBITDA through aggressive cost control efforts and
revenue increases in certain growth areas.  In addition, part of
the revenue decline can be attributed to lower telecom and IT
equipment distribution revenue, which has low margins.  Free cash
flow, according to the company's guidance, is expected to
approximate $130 million in 2010 and, if achieved, will be
relatively solid as measured by the free cash flow margin (free
cash flow as a percentage of revenues).  Constraining factors in
the company's ratings include the deployment of a portion of its
recent and expected free cash flow to stock repurchase programs
and CBB's moderately higher leverage relative to its peer group.
Fitch believes CBB's leverage could be in the 4.1 times to 4.4x
range in 2010.

CBB reported total debt outstanding of $1.979 billion at Dec. 31,
2009, an increase of $18 million from year-end 2008.  In 2009, the
company repurchased and extinguished modest amounts of existing
debt and issued $500 million of 8.25% senior unsecured notes due
2017, with the bulk of the proceeds used to retire approximately
$440 million of its 7.25% senior unsecured notes due 2013.  The
amount outstanding on its $210 million secured revolving credit
facility was reduced to nil from $73 million, and the amount
available was $185.5 million, after the effect of letters of
credit.  In June 2009, the company amended its facility to extend
the maturity date to August 2012 from February 2010, and at the
same time reduced the size of the facility to $210 million from
$250 million.  In February 2010, the facility was amended to
eliminate the stepdown in the consolidated total leverage covenant
(as defined) to 4.25x effective on June 30, 2010, and to maintain
the current 4.5x ratio for the remainder of the agreement.
Capital lease obligations rose by nearly $70 million to
$125.5 million, with the company's lease of wireless tower space
and data center equipment and facilities as its principal leased
assets.

Debt maturities, including capital leases, are moderate in 2010
and 2011, at $15.8 million and $67.2 million, respectively.  In
the fourth quarter of 2011, the first of four $50.4 million
quarterly installments on the term loan start, ending in August
2012.  In total, 2012 debt maturities total $244.2 million.  CBB
also has a $115 million accounts receivable securitization
program, of which $85.9 million (the maximum allowable on Dec. 31,
2009) was outstanding.  The receivables facility, which has a
lower overall cost of financing than the company's revolver or
term loan facility, expires in March 2012, but is subject to
annual bank renewals in the second quarter of each year.

CBB expects its 2010 capital spending to be similar to the
$195 million spent in 2009, though Fitch believes the amount could
vary depending on the level of investment in the data center
business.  CBB made contributions of $50 million to its qualified
pension plans in 2009 and expects a $7.5 million contribution in
2010.  Over the period from 2010 to 2017, the company estimates it
will pay approximately $203 million to fully fund its qualified
plans.


CIT GROUP: To File Annual Report on Form 10-K Today
---------------------------------------------------
CIT Group Inc., which made a quick trip to the bankruptcy court
late last year, said it will file its annual report on Form 10-K
before the close of business on March 16, 2010.  The Company will
hold a conference call and audio webcast to discuss its 2009
financial results on March 17, 2010 at 8:00 a.m. EDT.

     Call-in Number:

          U.S. & Canada          866-831-6272
          International          617-213-8859
          Reference              CIT Group
          Webcast:               http://ir.cit.com

Please dial-in to the call or link to the webcast at least 10
minutes prior to register or download any necessary software.  A
replay of the call and webcast will be available until 11:59 PM
EDT on March 31, 2010.

     Replay Number:

         U.S. & Canada           888-286-8010
         International           617-801-6888
         Reference               43359771
         Webcast Replay:         http://ir.cit.com

As reported by the Troubled Company Reporter on March 3, 2010, CIT
Group said it expects to report a net loss attributable to common
shareholders, prior to the impact of reorganization and fresh
start accounting adjustments, of roughly $900 million for the
quarter, and $4 billion for the year, ended December 31, 2009.
The annual results, which relate entirely to continuing
operations, include a $692 million goodwill and intangible asset
impairment charge, increased provision for credit losses and
reduced net interest revenue, and a higher level of professional
fees, reflective of the Company's liquidity events and the weak
economic environment.  The comparable amount for the 2008 period
was a loss of $2.9 billion, which included a $2.2 billion loss
from a Discontinued Operation resulting from the sale of the
Company's home lending business and a $468 million goodwill and
intangible asset impairment charge.

The $4 billion loss is expected to be essentially offset by the
impact of reorganization (primarily the cancellation of
indebtedness in the reorganization) and fresh start accounting
adjustments, which will also be reported as a component of loss
attributable to common shareholders within the Consolidated
Statement of Operations for the year ended December 31, 2009.

                          About CIT Group

CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank
holding company with more than $60 billion in finance and leasing
assets that provides financial products and advisory services to
small and middle market businesses.  Operating in more than 50
countries across 30 industries, CIT provides an unparalleled
combination of relationship, intellectual and financial capital to
its customers worldwide.  CIT maintains leadership positions in
small business and middle market lending, retail finance,
aerospace, equipment and rail leasing, and vendor finance.
Founded in 1908 and headquartered in New York City, CIT is a
member of the Fortune 500.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr.
S.D.N.Y. Case No. 09-16565).  Evercore Partners, Morgan Stanley
and FTI Consulting are the Company's financial advisors and
Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell is
legal advisor to CIT's Board of Directors.

CIT Group on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure.  None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were included
in the filings.

On December 8, the Court confirmed the Debtors' prepackaged plan.
On December 11, CIT emerged from bankruptcy.


CITIGROUP INC: Presents Progress for The Last Two Years
-------------------------------------------------------
Citigroup CEO Vikram Pandit said in a presentation at the Citi
2010 Financial Services Conference that the bank is "well
positioned to return to sustained profitability."  According to
CNNMoney, Mr. Pandit said at the conference that he hoped his
company would soon be able to deliver profits of roughly $20
billion.

Mr. Pandit said that Citi has showed progress in the past two
years.  Among other things, it raised significant new capital, cut
expenses and reduced amount and riskiness of assets.  Mr. Pandit
also said that Citi has repaid $45 billion it received under the
Troubled Asset Relief Program, or TARP. and exited the loss-
sharing agreement.

A full-text copy of the presentation, which was posted at the
Securities and Exchange Commission, is available for free at
http://ResearchArchives.com/t/s?58fc

                          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.


CITIZENS REPUBLIC: S&P Affirms 'B-' Counterparty Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B-
/C' counterparty credit rating on Citizens Republic Bancorp Inc.
and its 'B+/B' counterparty credit rating on Citizens Bank and F&M
Bank - Iowa.

S&P subsequently withdrew these ratings at the company's request.


CMS ENERGY: Fitch Affirms Issuer Default Rating at 'BB+'
--------------------------------------------------------
Fitch Ratings has affirmed the ratings for CMS Energy Co. and
Consumers Energy Co.:

CMS

  -- Long-Term Issuer Default Rating at 'BB+';
  -- Senior Secured Bank Facility at 'BBB-';
  -- Senior Unsecured Debt at 'BB+';
  -- Preferred Stock and Trust Preferred securities at 'BB-'.

Consumers

  -- Long-Term IDR at 'BBB-';
  -- First-Mortgage Bonds 'BBB+';
  -- Senior Unsecured debt at 'BBB';
  -- Preferred Stock at 'BB+'.

The Rating Outlook for CMS and Consumers Energy is Stable.
Approximately $6.6 billion of debt is affected by the rating
actions.

The ratings of CMS are primarily supported by dividends from its
regulated electric and gas utility, Consumers Energy, which
comprised approximately 95% of consolidated cash flows of
$1.2 billion in 2009.  Consumers Energy benefits from solid credit
protection measures and a constructive regulatory environment in
Michigan as evidenced by the November 2009 base rate order that
increased rates by $134 million and also authorized the
implementation of new trackers and recovery mechanisms that
enhance cash flow stability.  CMS is highly dependent on Consumers
Energy's cash distributions to pay common dividends and service
still substantial parent debt obligations.  While parent debt has
been significantly reduced with the proceeds from asset
divestitures over the past several years, it remains elevated as a
percentage of consolidated debt at approximately 30%.
Consolidated leverage, as measured by total debt to EBITDA was 5.5
times as of Dec. 31, 2009.

The rating affirmations and Stable Outlook reflect the expectation
that consolidated debt leverage will be reduced as a result of
increases in cash flow.  Fitch expects debt to EBITDA leverage to
decline to a range of 4.8x in 2010 and 2011.  Parent debt is
anticipated to remain relatively flat over the next few years.
The parent is anticipated to make downstream equity investments to
support a $7.2 billion capital expenditure program at Consumers
that would result in incremental cash flow of approximately
$100 million per year, assuming timely cost recovery of
investments through the annual file and implement tariff
structure.  Consumers Energy will require on average 50% external
funding to execute its five-year capital plan, which is expected
to be financed with a balanced mix of debt and equity.

Primary rating concerns facing CMS and Consumers Energy relate to
execution of the large capital spending plan and recovery lag
associated with sales weakness due the still struggling Michigan
economy.  The $7.2 billion of capex planned from 2010 to 2014
includes maintenance capex and environmental upgrades, renewable
investments to comply with the 10% state standard by 2015,
automated metering infrastructure, and a new balanced energy
initiative, which includes a plan for construction of an advanced
830 MW supercritical clean coal plant (Consumers Energy's share
520 MW) to replace older capacity upon project completion.
Significant spending on the new coal plant construction would
start in 2012, assuming the Michigan Public Service Commission
issues a certificate of need and provides sufficient cost recovery
assurance and long-term commitments to sell the excess capacity
and necessary permits and approvals are in hand.  Consumers
Energy's exposure to the economy is mitigated to some extent by an
uncollectibles expense tracking mechanism and pilot decoupling.
Management forecasts a 1% electric sales decline for 2010 and
there will be a two-year decoupling cost recovery lag.

Other rating concerns relate to uncertainty regarding the outcome
of the ongoing $178 million electric and $114 million gas rate
cases and legislative risks relating to the competitive market
structure in Michigan.  Consumers Energy's self-implemented
$89 million in new gas rates in November 2009, with a final order
expected May 2010.  Consumers Energy is expecting to self-
implement new electric rates in July 2010, with a final order
expected January 2011.  Proposals have been made to raise the
retail open access cap to 30% of weather-adjusted retail sales of
the preceding calendar year from the existing 10%, which would
make it more challenging to manage supply needs; however, the
likelihood of a change in law to revise the cap is considered
limited in the current election year.

Consolidated liquidity is sufficient to meet funding requirements.
Consolidated liquidity was $1.1 billion, including $1 billion of
availability under credit facilities, and $90 million in cash and
cash equivalents as of Dec. 31, 2009.  Liquidity is also enhanced
by $1.3 billion in NOLs as of Dec. 31, 2009.  Near-term bank line
maturities include Consumers Energy $150 million revolving credit
facility expiring August 2010, Consumers Energy $30 million
revolving letter of credit facility, expiring Nov. 30, 2010, and
Consumers Energy $250 million account receivable program expiring
February 2011.  Fitch expects these facilities to be renewed.  The
core $550 million CMS and $500 million Consumers Energy bank
facilities mature in 2012.

CMS is a utility holding company whose primary subsidiary is
Consumers Energy, a regulated electric and gas utility serving
more than 3.5 million customers in Michigan's Lower Peninsula.
CMS also has operations in natural gas pipelines and independent
power production.


COEUR D'ALENE: To Exchange $50-Mil. Notes with Shares of Stock
--------------------------------------------------------------
Pursuant to privately negotiated agreements, Coeur d'Alene Mines
Corporation will exchange $50,142,000 of its 3.25% Convertible
Senior Notes due 2028 and $630,000 of its 1.25% Convertible Senior
Notes due 2024 for shares of its common stock, par value $0.01.

In connection with the agreements, the Company:

   * on or about March 2, 2010, issued 333,000 shares of Common
     Stock;

   * on or about March 10, 2010, issued 321,100 shares of Common
     Stock; and

   * on or about March 26, 2010, will issue a number of shares of
     Common Stock equal to (a) $39,073,910, divided by (b) the
     arithmetic mean of the three lowest daily volume-weighted
     average prices of the Company's Common Stock during the ten
     consecutive trading days commencing March 15, 2010.

The Company will issue the shares pursuant to the exemption from
the registration requirements afforded by Section 3(a)(9) of the
Securities Act of 1933, as amended.

On February 5, 2010, Coeur d'Alene Mines Corporation closed a
public offering of $100,000,000 aggregate principal amount of its
Senior Term Notes due December 31, 2012.  The Notes were issued
under an indenture, dated as of February 5, 2010, between the
Company and The Bank of New York Mellon, as trustee, as
supplemented by a first supplemental indenture, dated as of
February 5, 2010, among the Company and the Trustee.  All amounts
due under the Notes may be paid in cash, shares of the Company's
common stock, par value $0.01 per share, or a combination of cash
and shares of Common Stock.

On March 12, 2010, the Company notified the Trustee and the
holders of the Notes that it intends to pay, in Common Stock, all
amounts due on March 31, 2010 in respect of the Notes.  The
payment of such amounts in Common Stock is subject to conditions
set forth in the Supplemental Indenture.  In satisfaction of such
payment, the Company expects that on or about April 1, 2010, it
will issue a number of shares of Common Stock equal to (a)
$9,344,444.44, divided by (b) 90% of the arithmetic mean of the
four lowest daily volume-weighted average prices of the Company's
Common Stock during the ten trading days prior to March 31, 2010.

Given the Company's decision to pay the March 31, 2010 installment
in stock, the payment will have no impact on the Company's cash
liquidity position, which totaled $77.9 million as of February 28,
2010.

                    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.


COMMERCIAL VEHICLE: Committee Approves 2010 Bonus Plan
------------------------------------------------------
The Compensation Committee of the Board of Directors of Commercial
Vehicle Group, Inc. approved the Company's 2010 Bonus Plan.

Each executive officer is eligible to participate in the 2010
Bonus Plan.  The 2010 Bonus Plan includes both a "Company Factor"
and an "Individual Factor."  The "Company Factor" component
represents 70% of the incentive payment opportunity and is tied to
the Company's achievement of EBITDA.  The "Individual Factor"
represents 30% of the incentive payment opportunity and is tied to
strategic, operating and cost initiatives specific to the
executive's job scope.  The "Company Factor" will be applied
independently to 70% of the total annual incentive opportunity and
the "Individual Factor" will be applied independently to 30% of
the total annual incentive opportunity.

The target incentive bonus opportunity under the 2010 Bonus Plan
for Mervin Dunn was set at 75% of his base salary.  The target
incentive bonus opportunity for Chad M. Utrup, Gerald L. Armstrong
and Kevin R.S. Frailey was set at 50% of their respective base
salaries.  The target incentive bonus opportunity for W. Gordon
Boyd was set at 20% of his base salary.

A full-text copy of the 2010 Bonus Plan is available for free
at http://ResearchArchives.com/t/s?58d6

                  About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The products include static and
suspension seat systems, electronic wire harness assemblies,
controls and switches, cab structures and components, interior
trim systems (including instrument panels, door panels,
headliners, cabinetry and floor systems), mirrors and wiper
systems specifically designed for applications in commercial
vehicles.  The Company has facilities located in the United States
in Arizona, Indiana, Illinois, Iowa, North Carolina, Ohio, Oregon,
Tennessee, Virginia and Washington and outside of the United
States in Australia, Belgium, China, Czech Republic, Mexico,
Ukraine and the United Kingdom.

At September 30, 2009, the Company had $275.3 million in total
assets against $281.4 million in total liabilities, resulting in
stockholders' deficit of $6.1 million.

                          *     *     *

In September 2009, Standard & Poor's Ratings Services raised its
corporate credit rating on Commercial Vehicle Group to 'CCC+' from
'SD' (selective default).  S&P also raised its rating on the
company's 8% senior unsecured notes to 'CCC' from 'D' (default).
The recovery rating on this debt is unchanged at '5', indicating
that lenders can expect modest (10% to 30%) recovery in the event
of a payment default.

In August 2009, Moody's changed Commercial Vehicle Group's
probability of default rating to Caa2/LD following the company's
exchange of roughly $52.2 million of 8.0% notes.  Moody's
considers this transaction a distressed exchange due to the nature
of the capital restructuring as well as CVGI's weak credit
profile.  The LD designation signifies a limited default.  The PDR
will be changed to a Caa2 rating and the LD rating will be removed
after three days.


CONEXANT SYSTEMS: Closes Sale of Shares and 11.25% Notes
--------------------------------------------------------
Conexant Systems, Inc., on March 10, 2010, closed:

     (i) the sale of 16.1 million shares of its common stock at
         the public offering price of $4.00 per share, including
         its offering of 14.0 million shares of common stock and
         an additional 2.1 million shares of common stock sold
         pursuant to the underwriters' exercise in full of their
         over-allotment option, and

    (ii) the sale of $175.0 million aggregate principal amount of
         11.25% Senior Secured Notes due 2015.

Net proceeds to the Company, after deducting the underwriting
discounts and commissions and estimated offering expenses, for the
sale of common stock were approximately $60.4 million and net
proceeds to the Company, after deducting the initial purchaser's
discount and estimated offering expenses, for the sale of the
senior secured notes were approximately $167.8 million.

The Notes mature on March 15, 2015.  Conexant issued the 2015
Notes pursuant to an indenture, dated as of March 10, 2010, among
the Company, the subsidiary guarantors party thereto, and The Bank
of New York Mellon Trust Company, N.A., as trustee.  The Notes
were sold at 99.063% of the principal amount, resulting in gross
proceeds of approximately $173.4 million and net proceeds of
approximately $167.8 million after deducting the initial
purchaser's discount and estimated offering expenses.

The net proceeds will be used by the Company, together with
proceeds from the Company's common stock offering and available
cash on hand, to repurchase any of the Company's 4% convertible
subordinated notes due 2026 that are tendered and accepted for
purchase pursuant to the Company's pending tender offer.  The
tender offer is scheduled to expire at 12:00 midnight, New York
City time, on March 30, 2010.

The Notes have not been registered under the Securities Act of
1933, as amended, and may not be sold in the United States absent
registration or an applicable exemption from registration
requirements.  Holders of the Notes will not have the benefit of
exchange or registration rights.

Pursuant to a Blanket Lien Pledge and Security Agreement, the
Notes and the note guarantees are secured by liens on
substantially all of the Company's and the guarantors' tangible
and intangible property, subject to certain exceptions and
permitted liens.  The Notes and note guarantees are the Company's
and the guarantors' senior secured obligations and rank senior to
all of the Company's and the guarantors' existing and future
subordinated indebtedness, including the 4% convertible
subordinated notes due 2026.  The Notes and note guarantees are
structurally subordinated to all existing and future indebtedness
and other liabilities (including trade payables) of the Company's
non-guarantor subsidiaries.

On March 10, 2010, the Company, each other grantor and The Bank of
New York Mellon Trust Company, N.A., as Collateral Trustee, for
the benefit of the holders of the Notes, entered into the Blanket
Lien Pledge and Security Agreement.  The Company and each Grantor
have granted a senior lien on certain assets of the Company and
each Grantor to the Collateral Trustee, for the benefit of the
holders of the Notes, as collateral security for payment of the
Notes.  The Collateral consists of substantially all of the
properties and assets of the Company and the Grantors, excluding
certain assets.

Subject to compliance with certain provisions of the Indenture,
the Company and the Grantors may incur additional debt in the
future that is secured equally and ratably with the Notes by liens
on the Collateral.

A full-text copy of the Indenture, dated March 10, 2010, among
Conexant Systems, Inc., the subsidiary guarantors party thereto,
and The Bank of New York Mellon Trust Company, N.A., as Trustee
and Collateral Trustee, is available at no charge at
http://ResearchArchives.com/t/s?5902

A full-text copy of the Blanket Lien Pledge and Security
Agreement, dated March 10, 2010, among Conexant Systems, Inc., the
grantors party thereto, and The Bank of New York Mellon Trust
Company, N.A., as Collateral Trustee, is available at no charge at
http://ResearchArchives.com/t/s?5901

Conexant has filed with the Securities and Exchange Commission
Amendment No. 1 to amend and supplement its Tender Offer Statement
on Schedule TO originally filed on March 3, 2010, in connection
with its offer to purchase for cash its outstanding 4.00%
Convertible Subordinated Notes due 2026, to reflect that the
Financing Condition in the Tender Offer has been satisfied with
the closing of the sale of shares and the 2015 Notes.

A full-text copy of Amendment No. 1 to the Tender Offer Statement
is available at no charge at http://ResearchArchives.com/t/s?5903

                          About Conexant

Newport Beach, California-based Conexant Systems, Inc. (NASDAQ:
CNXT) -- http://www.conexant.com/-- is a fabless semiconductor
company.  Conexant's comprehensive portfolio of innovative
semiconductor solutions includes products for imaging, audio,
embedded-modem, and video applications.  Outside the United
States, the Company has subsidiaries in Northern Ireland, China,
Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United
Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore,
and Israel.

As of January 1, 2010, the Company had total assets of
$273.747 million against total liabilities of $340.397 million,
resulting in shareholders' deficit of $66.650 million.


CONEXANT SYSTEMS: Deregisters Shares Under Retirement Savings Plan
------------------------------------------------------------------
Conexant Systems, Inc., filed with the Securities and Exchange
Commission a Post-Effective Amendment No. 1 to Form S-8
Registration Statement to deregister certain securities originally
registered by the Company pursuant to its Registration Statement
on Form S-8 filed on December 21, 2006 (Commission File No. 333-
139547) with respect to shares of the Company's common stock, par
value $0.01 per share, thereby registered for offer or sale
pursuant to the Conexant Systems, Inc. Retirement Savings Plan.
Prior to giving effect to the Company's June 30, 2008 reverse
stock split, a total of 4,000,000 shares of Common Stock were
initially registered for issuance under the Registration
Statement.

The Company has since ceased investing employee funds in the
Registrant's Common Stock fund pursuant to the Plan effective as
of August 29, 2008.  No future employee funds will be invested in
the Company's Common Stock fund pursuant to the Plan and no
employee funds remain invested in such fund pursuant the Plan.
The purpose of the Post-Effective Amendment No. 1 to Form S-8
Registration Statement is to deregister the 295,544 shares of
Common Stock that remain available for issuance under the Plan.

                          About Conexant

Newport Beach, California-based Conexant Systems, Inc. (NASDAQ:
CNXT) -- http://www.conexant.com/-- is a fabless semiconductor
company.  Conexant's comprehensive portfolio of innovative
semiconductor solutions includes products for imaging, audio,
embedded-modem, and video applications.  Outside the United
States, the Company has subsidiaries in Northern Ireland, China,
Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United
Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore,
and Israel.

As of January 1, 2010, the Company had total assets of
$273.747 million against total liabilities of $340.397 million,
resulting in shareholders' deficit of $66.650 million.


CUMULUS MEDIA: Dimensional Fund Holds 8.24% of Class A Shares
-------------------------------------------------------------
Dimensional Fund Advisors LP in Austin, Texas, disclosed that as
of December 31, 2009, it may be deemed to beneficially own
2,897,597 shares or roughly 8.24% of the Class A common stock of
Cumulus Media Inc.

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- owns and operates as of December 31,
2009, 314 FM and AM radio stations in 59 mid-sized United States
media markets and operated the 30 radio stations in 9 markets,
including San Francisco, Dallas, Houston and Atlanta that are
owned by Cumulus Media Partners, LLC.  The Company considers
itself the second largest radio broadcasting company in the United
States based on the number of stations owned or operated.

As of December 31, 2009, Cumulus Media had $334,064,000 in total
assets against $706,576,000 in total liabilities, resulting in
$372,512,000 in stockholders' deficit.  The December 31, 2009
balance sheet also showed strained liquidity: Cumulus Media had
$64,714,000 in total current assets against $68,195,000 in total
current liabilities.

                           *     *     *

According to the Troubled Company Reporter on December 8, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on radio broadcaster Cumulus Media Inc. to 'B-' from 'B'.
The rating outlook is stable.


CUMULUS MEDIA: Hawkeye Capital No Longer Holds Class A Shares
-------------------------------------------------------------
Richard A. Rubin, New York-based Hawkeye Capital Management, LLC
and Cayman Islands-based Hawkeye Capital Master disclosed that as
of December 31, 2009, they no longer held shares of Class A common
stock of Cumulus Media Inc.

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- owns and operates as of December 31,
2009, 314 FM and AM radio stations in 59 mid-sized United States
media markets and operated the 30 radio stations in 9 markets,
including San Francisco, Dallas, Houston and Atlanta that are
owned by Cumulus Media Partners, LLC.  The Company considers
itself the second largest radio broadcasting company in the United
States based on the number of stations owned or operated.

As of December 31, 2009, Cumulus Media had $334,064,000 in total
assets against $706,576,000 in total liabilities, resulting in
$372,512,000 in stockholders' deficit.  The December 31, 2009
balance sheet also showed strained liquidity: Cumulus Media had
$64,714,000 in total current assets against $68,195,000 in total
current liabilities.

                           *     *     *

According to the Troubled Company Reporter on December 8, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on radio broadcaster Cumulus Media Inc. to 'B-' from 'B'.
The rating outlook is stable.


CUMULUS MEDIA: Wallace Weitz Holds 5.8% of Class A Shares
---------------------------------------------------------
Omaha, Nebraska-based Wallace R. Weitz & Company and Wallace R.
Weitz, the president and primary owner of Wallace R. Weitz &
Company, disclosed that as of December 31, 2009, they may be
deemed to be the beneficially owners of 2,028,600 shares or
roughly 5.8% of the Class A common stock of Cumulus Media Inc.

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- owns and operates as of December 31,
2009, 314 FM and AM radio stations in 59 mid-sized United States
media markets and operated the 30 radio stations in 9 markets,
including San Francisco, Dallas, Houston and Atlanta that are
owned by Cumulus Media Partners, LLC.  The Company considers
itself the second largest radio broadcasting company in the United
States based on the number of stations owned or operated.

As of December 31, 2009, Cumulus Media had $334,064,000 in total
assets against $706,576,000 in total liabilities, resulting in
$372,512,000 in stockholders' deficit.  The December 31, 2009
balance sheet also showed strained liquidity: Cumulus Media had
$64,714,000 in total current assets against $68,195,000 in total
current liabilities.

                           *     *     *

According to the Troubled Company Reporter on December 8, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on radio broadcaster Cumulus Media Inc. to 'B-' from 'B'.
The rating outlook is stable.


DHC GROUP: A.M. Best Affirms FSR of 'B-'
----------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
B- (Fair) and issuer credit ratings (ICR) of "bb-" of DHC Group
(DHC) (Long Beach, CA) and its members.  The outlook for all
ratings is stable.

Concurrently, A.M. Best has withdrawn the FSR of B- (Fair) and ICR
of "bb-" of Danielson Insurance Company (DICO) and assigned an NR-
5 (Not Formally Followed) to the FSR and an "nr" to the ICR.
Effective March 5, 2010, DICO was merged with and into its parent,
National American Insurance Company of California (NAICC).

Ultimate financial control of DHC and its members rests with
Covanta Holding Corporation (Covanta), a publicly held company
that is primarily involved in the waste disposal and energy
services industry.

The ratings reflect DHC's unfavorable operating performance and
decline in policyholder surplus. Offsetting these rating factors
are management's initiatives to improve operating income through a
focus on its surety and specialty automobile books of business.

Significant underwriting losses over several years were the result
of inadequate rates and significant adverse loss reserve
development from its run-off lines of business, rising loss costs
and an above average underwriting expense ratio.  As a result of
substantial operating losses, surplus has deteriorated
significantly from historical levels.  To address the group's
adverse loss reserve deficiencies and loss of capital, Covanta has
contributed $7.0 million to DHC since 2008.  This continued
financial support is contemplated in DHC's current ratings.

As part of the strategies to reverse DHC's negative trends,
management continues to de-emphasize its historically unprofitable
lines of business.  Additional efforts include further development
of the group's surety division, a new livery program and
investments in technology.

The FSR of B- (Fair) and ICRs of "bb-" have been affirmed for DHC
Group and its following pooled members:

-- National American Insurance Company of California
-- Danielson National Insurance Company


DOMINO'S PIZZA: New Directors Get 6,000 Options & 6,000 Shares
--------------------------------------------------------------
Kenneth B. Rollin, Executive Vice President of Domino's Pizza,
Inc., disclosed that James A. Goldman and Gregory A. Trojan each
received on March 1, 2010, 6,000 stock options and 6,000 shares of
the Company's restricted stock in conjunction with their
appointment to the Company's Board of Directors.  The shares were
received under the same terms and conditions as standard equity
grants to Independent Directors of the Company.  In addition,
Messrs. Goldman and Trojan will receive compensation for their
service on the Board.

As reported by the Troubled Company Reporter, the Company's Board
on February 25, 2010, appointed J. Patrick Doyle, the Company's
Chief Executive Officer elect, to serve as a Director on the
Board, effective that day, and also appointed Messrs. Goldman and
Trojan to serve as Directors on the Board, effective March 1,
2010. Messrs. Doyle, Goldman and Trojan were appointed on the
recommendation of the Nominating and Corporate Governance
Committee of the Board and will be up for election for continued
service as a Director on the Board at the Company's 2010 Annual
Meeting of Shareholders.

Mr. Goldman currently serves as President and CEO of Godiva
Chocolatier Inc. since 2004 and served as President of the Foods
and Beverages Division at Campbell Soup Company from 2001 to 2004.
Mr. Trojan has served as President and Chief Operating Officer at
Guitar Center Inc. since 2007 and served as President and CEO of
House of Blue Entertainment Inc. from 1996 to 2006.


DOMINO'S PIZZA: Reports $79.7 Million Net Income for Fiscal 2009
----------------------------------------------------------------
Domino's Pizza, Inc., continues its upswing, reporting annual net
income of $79.7 million for the year ended January 3, 2010.
Domino's Pizza's net income for the previous four years:

          $108.3 million for the year ended January 1, 2006;
          $106.2 million for the year ended December 31, 2006;
           $37.9 million for the year ended December 30, 2007; and
           $54.0 million for the year ended December 28, 2008

Total 2009 revenues were $1.404 billion.

As of January 3, 2010, the Company had total assets of
$453.8 million against total debt of $1.572 billion, resulting in
stockholders' deficit of $1.321 billion.  As of January 3, 2010,
the Company had $42.4 million of unrestricted cash and cash
equivalents, $91.1 million of restricted cash and cash
equivalents, and $57.6 million of borrowings under its
$60.0 million variable funding note facility.

Revenues were up 8.1% for the fourth quarter, due primarily to the
positive impact of the 53rd week in 2009 and, to a lesser extent,
higher same store sales in both domestic and international stores
and store count growth in international markets.  Partially
offsetting these increases were lower commodity costs, which
negatively impacted supply chain revenues.  Management noted that
revenues may not be representative of the Company's absolute
growth, as they can be affected by store divestitures and
acquisitions and commodity costs.

Net Income in the fourth quarter was up $12.6 million, or 114%,
versus the prior year, driven primarily by gains on debt
repurchases and related lower interest expense, improved sales and
operating margins and international store growth.  Additionally,
the 53rd week positively impacted net income in the fourth quarter
by approximately $2.9 million.

During the fourth quarter, the Company repurchased and retired
$49.2 million in principal amount of its fixed rate senior notes
and approximately $189.2 million during fiscal 2009.  These
activities resulted in pre-tax gains of approximately $7.9 million
in the fourth quarter and $56.3 million for fiscal 2009.

Subsequent to the fourth quarter of 2009, the Company repurchased
and retired an additional $50.0 million in principal amount of its
fixed rate senior notes, which resulted in a pre-tax gain of
approximately $5.2 million that will be recorded in the first
quarter of 2010.

The Company's long range outlook:

                                         Year-Over-Year Growth
     Domestic same store sales                  1% -- 3%
     International same store sales             3% -- 5%
     Net units                                 200 -- 250
     Global retail sales                        4% -- 6%

Management believes these ranges to be appropriate and achievable
over the long term.

The Company's fixed rate notes require interest-only payments for
the first five years.  This interest-only period can be extended
for two additional one-year periods if the Company meets a certain
debt service coverage ratio at the time of each extension, in
April 2012 and in April 2013.  Based on 2009 financial results,
this ratio already exceeds the required threshold for extension.
Management currently intends to take advantage of this interest-
only structure for the full seven years to the extent such
extension periods remain available to the Company; however, it
will give due consideration to attractive refinancing
opportunities in the interim.

Subsequent to the fourth quarter of 2009, the Company terminated
its last remaining letter of credit under its variable funding
note facility, which provided an additional $2.4 million of
borrowing capacity.  As a result, subsequent to the fourth quarter
of 2009, the Company borrowed the additional $2.4 million and is
now fully drawn on the $60.0 million facility.

The Company's cash borrowing rate for fiscal 2009 was 6.0% versus
6.1% in fiscal 2008.  The Company incurred $22.9 million in
capital expenditures during fiscal 2009 versus $19.4 million
during fiscal 2008.  The increase was due primarily to investments
in a new thin crust manufacturing center as well as investments in
our technology platforms.

David A. Brandon, Domino's Chairman and Chief Executive Officer,
said: "The bold steps we have been taking to re-ignite our
domestic system helped us gain significant traction last year.  We
succeeded in our primary goal of growing traffic all four quarters
of 2009.  Traffic growth was the most significant in the fourth
quarter; and this positive momentum has continued thus far in
2010, as sales and traffic have increased significantly since the
launch of our new core pizza."

Mr. Brandon added, "Our international business achieved yet
another strong positive quarter.  This division has now posted
positive quarterly same store sales for 16 consecutive years. The
international business is now nearly half of our global retail
sales and will continue to be a powerful growth engine for our
business going forward."

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?5900

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?58ff

                       About Domino's Pizza

Founded in 1960, Ann Arbor, Michigan-based Domino's Pizza, Inc.
(NYSE: DPZ) -- http://www.dominos.com/-- is the number one pizza
delivery company in the United States, based on reported consumer
spending, and has a leading presence internationally.


DOWNEY REGIONAL: Ends Talks With Daughters of Charity
-----------------------------------------------------
Downey Regional Medical Center received word from the Daughters of
Charity Health System that DCHS would not be moving forward and
executing definitive agreements for the affiliation of DRMC with
DCHS.  Daughters of Charity Health System President and CEO Robert
Issai expressed regret for the decision, calling DRMC a "diamond-
in-the-rough" and "wishing Downey Regional Medical Center success
in finding a partner who will ensure its viability in this
increasingly complex health care market."

"We are disappointed that DCHS chose to not move forward, but we
understand their priorities are with their existing system
hospitals," stated DRMC COO Rob Fuller.  "We are fortunate to have
several other interested parties, and we have already reached out
to them to initiate affiliation discussions.  Our overall plan
remains the same: affiliate with a system, gain their support for
our creditors, and emerge from bankruptcy in the early summer,"
concluded Fuller.

In February, DCHS began exclusive negotiations regarding the
potential acquisition of DRMC, a 199-bed, not-for-profit hospital
serving Southeast Los Angeles County.  DRMC filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on September 14,
2009, citing financial systems breakdowns and poor contracts as
its reasons for filing.

DRMC has operated at normal capacity with its full range of
services, including its very busy emergency room, throughout the
proceedings, and continues to provide excellent care to its
patients.

"I want to reassure our patients, our employees, the physicians,
and the community that DRMC and its services will continue to be
fully open as we continue through the reorganization process, that
excellent patient care will continue to be provided, that payrolls
will be met, and that operations at the hospital will continue
normally.  We have begun the hard work of transforming our
hospital and we are confident that we will ultimately emerge as a
stronger, healthier and competitive community health care
provider," said Kenneth Strople, President and CEO of DRMC.

Under the reorganization, DRMC has implemented processes to shield
current employees from adverse impacts of the bankruptcy to the
extent possible under the circumstances.  At the beginning of the
case, DRMC petitioned the Bankruptcy Court to allow payment of
prepetition wages and benefits, and to maintain the existing
benefits and policies during the case.  DRMC remains committed to
its employees and the community it serves.

                  About Downey Regional Medical

Los Angeles, California-based Downey Regional Medical Center-
Hospital Inc. operates a non-profit community hospital.  The
Company filed for Chapter 11 on Sept. 14, 2009 (Bankr. C. D.
Calif. Case No. 09-34714).  Lisa Hill Fenning, Esq., represents
the Debtor in its restructuring effort.  The Debtor did not file a
list of its 20 largest unsecured creditors when it filed its
petition.  In its petition, the Debtor listed assets and debts
both ranging from $10,000,001 to $50,000,000.


DOYLE HEATON: Gets Court OK to Access Rental Properties Proceeds
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Doyle D. Heaton and Mary K. Heaton to use cash
collateral consisting of proceeds from rental properties.

The Debtors would use the money to maintain the rental properties,
pay or reserve for tax obligations relating to the rental
properties and, to the extent of any remaining excess proceeds,
distribute the proceeds to the first lien lenders on the rental
properties to be applied against the Debtors' outstanding
obligations to the lenders.

The Court also permitted: (a) any lenders holding interest
reserves for the benefit of the Debtors on account of the rental
properties to utilize, offset or otherwise apply the reserves in
their discretion; and (b) any second lien lenders on the rental
properties to advance funds, in their discretion, to (i) holders
of first lien deeds of trust against the rental properties for the
purpose of paying senior debt service, or (ii) the Debtors for the
purpose of maintaining or renovating the rental properties for
sale.

As reported in the Troubled Company Reporter on February 25, 2010,
the Debtors assured that they won't commingle any of the rental
proceeds from any particular Rental Property with another Rental
Property, and that only rental proceeds from each individual
rental property will be utilized for purposes of maintaining that
property, paying taxes on that property, and/or making
distributions to first lien lenders on account of that property.

Each of the rental properties is encumbered by first deeds of
trust and, in most instances, second deeds of trust.  The Debtors
believe that each of the rental properties is "underwater" from
the perspective of the estate in that the secured claims against
the rental properties exceed the value of the properties.  The
Debtors intend to liquidate these assets over the next four to six
months as part of settlements with their secured creditors that
will be incorporated in the Debtors' contemplated plan.  In the
meantime, the Debtors need to maintain the rental properties and
to satisfy tax obligations associated with these assets.  The
Debtors believe that any excess rental proceeds should be
distributed to applicable first lien lenders given that the
Debtors' estate has no equity in the rental properties, and even
if there was equity, payment now will minimize accruing interest
and fees under the loans at issue.

                    About Doyle and Mary Heaton

Pleasant Hill, California-based Doyle D. Heaton and Mary K. Heaton
filed for Chapter 11 protection on January 11, 2010 (Bankr. N.D.
Calif. Case No. 10-40297).  Maxim B. Litvak, Esq., at Pachulski,
Stang, Ziehl and Jones, assists the Debtors in their restructuring
efforts.


EAST WEST RESORT: Investment Partner to Fund Payment of Claims
--------------------------------------------------------------
East West Resort Development V L.P., L.L.L.P., and its affiliates
filed with the U.S. Bankruptcy Court for the District of Delaware
a Disclosure Statement explaining the proposed Plan of
Reorganization.

The Debtors 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 provides for the
substantive reorganization of the Debtors on the effective date,
other than those whose assets will be sold or liquidated, for the
limited purposes of allowance, treatment and distribution under
the Plan.  As a result of the substantive reorganization, on the
effective date, all property, rights and claims of the Debtors
will be deemed pooled solely for purposes of allowance, treatment
and distributions under the Plan.

The Plan constitutes a separate Chapter 11 Plan of Reorganization
for each of EWD V, NMPH, NMP, Iron Horse, Big Horn, Village
Townhomes, Trailside Townhomes, Realty, Resorts and Club, and, in
the event that the Debtors are unable to consummate a sale of
substantially all of the assets of Gray's or Greenwood, a separate
plan of liquidation for Gray's and a separate plan of
reorganization for Old Greenwood.

                       Treatment of Claims

On the effective date, all allowed DIP lender secured claims, if
any, will be paid full in cash.

Class 1.A to 1.L Priority Claims will be paid in full.

The Plan did not provide for the estimated percentage recovery by
Class 2 Citizens Secured Claims, Class 3 Citizens Model Secured
Claims, Class 5 plumas Secured Claim, Class 6 SocGen Secured
Claim.

Class 4 JPMorgan Secured Claim will be deemed unaffected by the
Plan.

Class 7.A to 7.L General Unsecured Claims will receive:

   -- Class 7.A (EWRD General Unsecured Claims) will receive no
      distributions.

   -- Class 7.B (NMPH General Unsecured Claims) will receive a pro
      rata distribution in cash of $____.

   -- Class 7.C (NMP General Unsecured Claims) will receive a pro
      rata distribution in cash of $____.

   -- Class 7.D (Iron Horse General Unsecured Claims) will
      receive a pro rata distribution in cash of $____.

   -- Class 7.E (Big Horn General Unsecured Claims) will receive a
      pro rata distribution in cash of $____.

   -- Class 7.F (Village Townhomes General Unsecured Claims) will
      receive a pro rata distribution in cash of $____.

   -- Class 7.G (Trailside Townhomes General Unsecured Claims)
      will receive a pro rata distribution in cash of $____.

   -- Class 7.H (Greenwood General Unsecured Claims) will receive
      a pro rata distribution in cash of $____.

   -- Class 7.I (Realty General Unsecured Claims) will receive a
      pro rata distribution in cash of $____.

   -- Class 7.J (Gray's General Unsecured Claims) in the event
      that Gray's consummates a sale of substantially all of its
      assets, holders of claims will receive a pro rate
      distribution in cash of the amount realized from the sale of
      the Gray's assets minus those amounts required to pay all
      administrative and priority tax claims and those claims in
      Classes 2 and 6.

   -- Class 7.K (Resorts General Unsecured Claims) will receive a
      pro rata distribution in cash of $____.

   -- Class 7.L (Club General Unsecured Claims) will receive a pro
      rata distribution in cash of $____.

Classes 8.a to 8.L Convenience Class Claims: the Disbursing Agent
will distribute to each holder of the allowed claim, cash equal to
100% of the face amount thereof up to a maximum of $500 total
payout in full and final satisfaction of the claim.

Classes 9.a to 9.L Intercompany: will be settled and forever
discharged.

Classes 10.A o 10.L Interests and Interest related Claims: will be
deemed cancelled, null and void, and of no force and effect, and
holders of interest related claims will receive no distributions
with respect to the claims.

On and after the effective date, the East West's investment
partner, CRDI or an affiliate thereof, will provide 95% and EW
Investor will provide 5% of the new money investment in an
aggregate amount not to exceed $32,500,000 which amount will be
sufficient to satisfy and fund the payment of the DIP secured
lender claims,allowed administrative claims. priority claims,
priority tax claims, professional fee claims and distributions to
allowed general unsecured claims and future capital requirements
of EWRD V entities.

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

                      About East West Resort

Avon, Colorado-based East West Resort Development V, L.P.,
L.L.L.P., is a limited partnership between Crescent Resort
Development, Inc., and long-standing developer East West Partners,
Inc., that was formed to develop residential and commercial real
estate projects on and around the Northstar at Tahoe Resort in
Lake Tahoe, California.

East West Resort filed for Chapter 11 bankruptcy protection on
February 16, 2010 (Bankr. D. Del. Case No. 10-10452), disclosing
estimated assets and debts at $100,000,001 to $500,000,000.  The
Company's affiliates -- Tahoe Club Company, LLC Tahoe Club
Company, LLC; Tahoe Mountain Resorts, LLC; NMP Holdings, LLC;
Grays Station, LLC; Old Greenwood, LLC; Old Greenwood Realty,
Inc.; Northstar Village Townhomes, LLC; Northstar Big Horn, LLC;
Northstar Trailside Townhomes, LLC; Northstar Iron Horse, LLC; and
Northstar Mountain Properties, LLC -- filed separate Chapter 11
petitions.

Attorneys at Paul, Hastings, Janofsky & Walker LLP, and Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
The Debtors' financial advisor is Houlihan Lokey Howard & Zukin
Capital, Inc.  The Debtors' claims agent is Epiq Bankruptcy
Solutions.


EDISON MISSION: Fitch Cuts Issuer Default Rating to 'B'
-------------------------------------------------------
Fitch Ratings has affirmed Edison International's long- and short-
term Issuer Default Ratings at 'BBB-' and 'F3', respectively.  The
Rating Outlook for EIX is Stable.  At the same time, Fitch has
downgraded Edison Mission Energy and Midwest Generation LLC's
long-term IDRs and individual securities ratings and assigned
Recovery Ratings as shown below and removed them from Rating Watch
Negative:

Edison Mission Energy

  -- Long-term IDR to 'B' from 'BB-';
  -- Senior unsecured debt to 'B-/RR5' from 'BB-'.

Midwest Generation

  -- Long-term IDR to 'B' from 'BB';
  -- Secured working capital facility to 'BB/RR1' from 'BBB-'.

EME and MWG's ratings were placed on Watch Negative on July 2,
2009.  The Rating Outlook is Negative for EME and MWG.  Fitch has
also affirmed EME and MWG's short-term IDR at 'B'.  Approximately
$6 billion of long-term debt (including off-balance sheet debt) is
affected by the rating actions.

The EIX ratings and Stable Outlook reflect relatively strong and
stable earning and cash flows at its core operating utility
subsidiary, Southern California Edison (IDR rated 'A-' with a
Stable Outlook), which accounts for the large majority of
consolidated EIX revenues and earnings.  EIX relies primarily on
dividends from SCE and inter-company tax sharing agreements to
fund parent company obligations and expenses.  EIX's ratings also
reflect the adverse effect of lower power prices and cyclical
earnings pressures at its wholly-owned unregulated power
generation subsidiary, EME.  The ultimate parent's ratings also
consider EME's high debt leverage and future investment
requirements to comply with environmental regulations and expand
its presence in national renewable power markets.  Consolidated
EIX FFO and EBITDA coverage ratios of 4.3 times and 4.0x are, in
Fitch's view, supportive of EIX's current 'BBB-' IDR.

The ratings of EME and MWG are based on a standalone credit
analysis.  The lower ratings and Negative Outlook for EME and MWG
reflect weak credit metrics due to sharply lower power prices
resulting from lower cyclical demand for power and gas and higher
non-traditional gas supply.  While the strength and duration of
the nascent cyclical recovery remains unclear at this juncture,
significantly higher domestic natural gas supply trends from non-
traditional resources seem likely to persist in dampening power
prices in the near-to-intermediate term.  EME's consolidated debt
leverage is high and credit metrics weak.  As of Dec. 31, 2009,
EME's FFO-to-interest expense and Debt-to-FFO ratios were 2.1x and
11x, respectively.

At the end of 2009, approximately two-thirds of MWG's 2010
expected output was hedged and one-third at Homer City.  On a
combined basis, EME was approximately 56% hedged for 2010 at an
average realized flat price of $42.66 per mwh at MWG and $79.25
per mwh at Homer City, with MWG representing 84% of hedged mwhs in
2010.  As it entered 2010, EME was less than 5% hedged in 2011 and
un-hedged in 2012.  As a result, in Fitch's opinion, EME retains
significant exposure to the market price of power and the
continuation of current low power prices or further decline in
2010-2012 could lead to further erosion of EME's credit metrics
and future credit rating downgrades.

Debt leverage is likely to rise in coming years as EME invests to
comply with environmental regulations and selectively expands its
presence in national renewable markets.  Fitch notes that EME's
2007 financial restructuring reduced debt at MWG, freeing up
future borrowing capacity to fund environmental capex.  As a
result of the company's 2007 financial restructuring, maturities
are manageable at EME.  The next scheduled maturity is
$500 million of senior unsecured notes in 2013.  As of Dec. 31,
2009, EME had total debt outstanding of approximately $6 billion
(including off-balance sheet debt), representing 68% of total
capital.  EME had remaining borrowing capacity of $463 million
under its $564 million credit facility and MWG $497 million
remaining on its $500 million revolver.  The EME and MWG secured
bank facilities mature in June 2012.  As of Dec. 31, 2009, EME had
$796 million of cash and cash equivalents on its balance sheet.

Restrictive covenants in EME's credit agreement require that it
maintain a minimum interest coverage ratio of 1.20x or higher.
The calculated ratio was 1.72x for the trailing four quarters
ended Dec. 31, 2009.  Fitch notes that the numerator of the funds
flow-to-interest coverage ratio includes funds distributed to EME
from financing of certain wind assets in June 2009, which Fitch
calculates raised the coverage ratio from 1.29x.

The ratings and Outlook for MWG reflect the operating subsidiary's
position within the EME corporate family.  Despite MWG's
relatively low debt levels, in Fitch's view, inter-company loans
and guarantees create rating linkage between EME and MWG.  MWG's
FFO-to-interest expense and FFO-to-debt ratios were 7.7x and 1.9x
at the end of 2009.  Environmental challenges loom in the
intermediate term as EME and MWG evaluate whether to install
emission control technologies to comply with state and federal
regulations in the near-to-intermediate term or close non-
compliant facilities.  Additionally, management is evaluating use
of alternatives to traditional dry flue-gas desulfurization
technology to minimize capital cost and future new debt
financings.  EME's consolidated margin and cash flows could be
further challenged in the intermediate-to-long term by greenhouse
gas regulations that would impact operating subsidiaries Midwest
Generation, LLC and EME Homer City Generation L.P.  Fitch's EME
and MWG's ratings also consider cost cutting efforts by management
including renegotiation of turbine contracts with certain vendors.

EME and its subsidiary MWG are merchant power companies and
indirect, wholly-owned subsidiaries of EIX.  EIX is also the
corporate parent of Southern California Edison Co., one of the
largest investor-owned electric utilities in the U.S.


EL POLLO: S&P Withdraws 'B-' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said that it has withdrawn its
ratings, including the 'B-' corporate credit rating, on Costa
Mesa, Calif.-based El Pollo Loco Inc. at the company's request.
S&P expects to reassign ratings on El Pollo Loco Inc. on an
unsolicited basis.

                           Ratings List

                         El Pollo Loco Inc.

   Rating Withdrawn               To               From
   ----------------               --               ----
   Corporate credit rating        NR               B-/Stable/--
   Senior secured debt            NR               B+
    Recovery rating               NR               1
   Senior secured debt            NR               B
    Recovery rating               NR               2
   Unsecured debt                 NR               CCC
    Recovery rating               NR               6


ELITE LOGISTICS: Files for Chapter 11 Reorganization
----------------------------------------------------
Elite Logistics Group Inc. of Franklin filed for Chapter 11
reorganization with assets of $398,000 and liabilities of
$2.9 million, according to G. Chambers Williams III at The
Tennessean.

The Company owes $835,000 to National Bankers Trust of Memphis and
other creditors mostly trucking companies are owed much lesser
amounts, Mr. Williams notes.  Steven L. Lefkovitz represents the
company, he adds.

Elite Logistics Group Inc. operates a transportation company.


EMPIRE RESORTS: Merrill Lynch to Advise on Reorganization
---------------------------------------------------------
Empire Resorts Inc. entered into a letter agreement with Merrill
Lynch, Pierce, Fenner & Smith Incorporated, pursuant to which the
Company retained Merrill Lynch as the Company's exclusive
financial advisor in connection with a restructuring of certain
liabilities of the Company.

The Restructuring may include:

   * a restructuring, reorganization or recapitalization affecting
     the Company's existing or potential debt obligations or other
     claims including its 5-1/2% convertible senior notes and one
     or more series of its preferred stock;

   * any complete or partial repurchase, refinancing, exchange,
     extension or repayment by the Company of any of the
     Obligations; and

   * any public or private offering of any new debt obligations or
     claims of the Company or of the Company's common stock.

The Agreement became effective as of March 8, 2010, and may be
terminated at any time by either party, except for certain
provisions that survive termination of the Agreement.

                      About Empire Resorts

Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empiresorts.com/
-- owns and operates the Monticello Casino & Raceway, a harness
racing track and casino located in Monticello, New York, and 90
miles from midtown Manhattan.

                      Going Concern Doubt

At September 30, 2009, the Company's consolidated balance sheets
showed $51.3 million in total assets and $78.7 million in total
current liabilities, resulting in a $27.4 million shareholders'
deficit.

The Company says its ability to continue as a going concern is
dependent upon a determination that it did not have the obligation
to repurchase its $65 million of 5-1/2% senior convertible notes
on July 31, 2009, and/or its ability to arrange financing with
other sources to fulfill its obligations under a loan agreement
with The Park Avenue Bank of New York.  The Company is continuing
efforts to obtain financing, but there is no assurance that it
will be successful in doing so.  The Company believes these
factors, as well as continuing net losses and negative cash flows
from operating activities, raise substantial doubt about its
ability to continue as a going concern.

On November 9, 2009, Empire Resorts received a notice from The
Bank of New York Mellon Corporation, as indenture trustee under
that certain indenture, dated as of July 26, 2004, by and among
the Company, the Trustee and certain guarantors named therein.
The Notice asserted that an event of default has occurred and is
continuing, which has not been waived, as a result of the
Company's failure to pay the principal amount of the Company's
5-1/2% senior convertible notes, plus accrued and unpaid interest
and liquidated damages, upon the purported timely exercise of
certain put rights under the Indenture.


ENVIROSOLUTIONS HOLDINGS: S&P Cuts Corporate Credit Rating to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Manassas, Va.-based EnviroSolutions
Holdings Inc. to 'D' from 'CCC'.  The rating action follows the
news that the company and 21 of its affiliates have filed a pre-
arranged petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York.

At the same time, S&P lowered the ratings on the company's senior
secured revolving facility and first-lien term loan to 'D' from
'CCC' and kept the recovery ratings on the facilities unchanged at
'3', indicating the expectation for meaningful (50%-70%) recovery
in the event of a payment default.

"The downgrade reflects ESI's filing for Chapter 11 bankruptcy
protection," said Standard & Poor's credit analyst James Siahaan.

The restructuring contemplates that ESI's $188 million first-lien
term loan will be converted into a new term loan in the amount of
$85 million.  Holders of senior secured claims will receive a pro
rata share of the new term loan and new common stock in the
reorganized company.

With trailing annual revenues of about $137 million at Sept. 30,
2009, privately owned EnviroSolutions is a regional provider of
non-hazardous waste collection, transfer, and disposal services.
Weak operating results, which were partially attributable to
reduced waste volumes, along with the company's highly leveraged
capital structure caused headroom under ESI's financial covenants
to become very limited.  The company's total adjusted debt to
EBITDA was approximately 10.7x at Sept. 30, 2009.


EPV SOLAR: Revenue Drop, Botched Sale Blamed for Ch. 11 Filing
--------------------------------------------------------------
NewJersey.com reports that EPV Solar Inc. made a voluntary filing
under Chapter 11 following a steep drop in sales in the wake of
the global debt- and equity-market collapse that began in
September 2008.

The Company said that much of the funding for projects for which
the Company had secured contracts began to dry up after the
economy began to sour in 2008.  The Company laid off about 350
local workers between November 2008 and May 2009.

According to the report, the Company owes about $3.6 million to
the New York City-based Patriarch Partners, a private-equity firm
that specializes in providing financing.  The money that Patriarch
agreed to provide last November was intended as a bridge loan
while the Company finalized a deal to sell its assets to Akart
Anerji Yatirimlari, a Turkish energy company, for $52.5 million,
but the deal fell through.

EPV Solar Inc. which designs, manufactures and sells low-cost,
thin-film solar panels.

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.


EURAMAX INTERNATIONAL: S&P Affirms 'B-' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on Euramax
International Inc., including the 'B-' corporate credit rating.
S&P also revised the outlook to stable from negative.

"The outlook revision reflects Euramax's improved operating
performance, which reduces the likelihood of a covenant violation
in the near term," said Standard & Poor's credit analyst Dan
Picciotto.  The company remains highly leveraged, but market
conditions appear to have stabilized somewhat.  "In addition, the
company's profitability has improved from very low levels in early
2009 and the company benefits from fair cash balances," he
continued.

The ratings on Euramax reflect the company's highly leveraged
financial risk profile and weak business risk profile.  Market
conditions have improved somewhat recently, but if Euramax cannot
maintain improvements in profitability, the company could have
difficulty meeting its financial covenants in time.

S&P expects improved operating performance to mitigate the risk of
a covenant violation in the near term.  If Euramax does not
maintain adequate headroom under covenants or if liquidity is
otherwise impaired, S&P could lower the ratings.  For example, if
the EBITDA run rate does deteriorate to less than $60 million in
2010, S&P could lower the ratings.  S&P could raise the ratings if
improving operating performance results in lower levels of
leverage.  For instance, if the company can reduce total debt to
EBITDA to less than 6x, and it anticipates further improvement,
S&P could raise the ratings.


FAIRPOINT COMMUNICATIONS: Finds Accounting Error in 2009 Reports
----------------------------------------------------------------
The management of FairPoint Communications, Inc., with the
concurrence of the Audit Committee of the Company's Board of
Directors, has concluded that the Company should file amendments
to its Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 2009, June 30, 2009 and September 30, 2009 to
restate the interim consolidated financial statements contained
in those Quarterly Reports, FairPoint Vice President and Chief
Financial Officer Alfred Giammarino disclosed in a regulatory
filing with the Securities and Exchange Commission.

The Company's management has ascertained that the 2009 Interim
Consolidated Financial Statements, as well as the Company's
previously issued earnings releases for the periods covered by
the 2009 Quarterly Reports, should no longer be relied upon
because of an accounting error.

FairPoint's management and the Audit Committee have discussed the
matters with Ernst & Young LLP, the Company's independent
registered public accounting firm, according to Mr. Giammarino.

Mr. Giammarino elaborated that in connection with the preparation
of the Company's financial statements for the year ended
December 31, 2009, management has discovered an accounting error
that impacts the accuracy of the previously issued 2009 Interim
Consolidated Financial Statements.  This error, he related, was
the result of (i) a deficiency in the transfer of certain known
customer billing adjustments from the Company's billing platform
to the general ledger, which is the basis for the Company's
financial reporting, and (ii) a procedural deficiency that
allowed this error to go undetected.

During the fourth quarter of 2009, the Company noted that it
continued its ongoing efforts to identify and process customer
billing adjustments and in December 2009, as part of its year-end
closing process, it conducted a review of its customer accounts
and concluded that additional customer billing adjustments must
be made for the year ended December 31, 2009.  A portion of those
billing adjustments will need to be allocated to each of the
first three fiscal quarters of 2009, Mr. Giammarino revealed.

FairPoint estimates that the identified accounting error and the
corresponding adjustments will result in an aggregate reduction
of its previously reported revenues for the nine month period
ended September 30, 2009 of approximately 3%.  The Company does
not expect the error and the adjustments to have a significant
impact on customer accounts.

At this time, the Company's management, the Audit Committee and
Ernst & Young are continuing their review of these matters and
the Company will file the Amendments once such review is
completed, Mr. Giammarino said.  Given that the review process is
still ongoing, the matters discussed herein are preliminary and
subject to change, he added.

The restatement of the 2009 Interim Consolidated Financial
Statements contained in the Amendments will contain a more
definitive description of the impact of the accounting error
contained in the 2009 Interim Consolidated Financial Statements,
the Company averred.

                  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 Oct. 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: Maine Lawmakers Wary of Bankr. Impact
---------------------------------------------------------------
Lawmakers from the Maine Utilities Committee are wary about the
impact the FairPoint Communications bankruptcy filing would bring
to the Company's customers in Maine.

According to the Maine Public Broadcasting Network, Maine
lawmakers have asked FairPoint's vice president Michael Morrisey
in mid February if it's possible for the Bankruptcy Court to set
the phone rates in the state of Maine.  Mr. Morrissey pointed out
that there is zero chance that this will happen, as the state
utility commissions retain jurisdiction over rate-making and
service quality issues, according to the report.

                  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 Oct. 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)


FIRST DATA: Capellas as CEO Won't Affect Moody's 'B3' Rating
------------------------------------------------------------
First Data Corporation's announcement that Joe Forehand will
succeed Michael Capellas as chairman and interim CEO and the
company's recent operating performance will have no impact on the
company's ratings.

The last rating action was on May 7, 2009, when Moody's downgraded
First Data Corporation's corporate family rating to B3 from B2.

With over $9.3 billion in total revenues for the twelve months
ended December 31, 2009, headquartered in Atlanta, Georgia, First
Data Corporation is a leading provider of electronic commerce and
payment solutions for financial institutions, merchants, and other
organizations worldwide.


FREMONT GENERAL: Signature Group Wins Approval of Plan Outline
--------------------------------------------------------------
Signature Group Holdings, LLC, et al., had won approval of the
disclosure statement, as amended for the fourth time, explaining
their proposed reorganization plan for Fremont General Corp.  With
that, it is expected to begin soliciting votes on, then seek
confirmation of, the Plan.

The Bankruptcy Court has yet to approve a solicitation schedule
for Signature, TOPRS Holders and James McIntyre, the plan
proponents, though.

According to the Disclosure Statement, the Signature Plan is
designed to treat all holders of claims fairly, while creating
long term value.  Key attributes of the Signature Plan include
creditors' claims being satisfied or reinstated upon
restructuring, and a transaction that will allow for the
Reorganized Debtor to remain a public company and preserve the
value of the NOLs.

Under the Signature Plan, the Debtor's corporate structure will be
simplified by merging its wholly-owned subsidiary, Fremont General
Credit Corporation, and FGCC's wholly-owned subsidiary, Fremont
Reorganizing Corporation, fka Fremont Investment & Loan with and
into the Reorganized Debtor, thereby vesting title to all assets
of the Debtor, FGCC, and FRC in the Reorganized Debtor.

The Reorganized Debtor will receive a $10 million additional
liquidity and income generating assets through an equity
investment from Signature.  These funds will be used for
operations, investments, general corporate purposes and reserves
for making the distributions required by the signature plan and to
the holders of post-effective date merger claims.

The Signature Plan also proposes to make a substantial payment of
cash on account of unsecured claims.  The estimated percentage
recovery for unsecured claims: general unsecured claims and the
TOPrS Claims and junior Note Claims ($56.5 million); and general
unsecured claims of holders of 7.875% senior notes ($176,402,107)
is 100%.

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

    http://bankrupt.com/misc/FREMONTGENERAL4thAmendedDS.pdf

                       About Fremont General

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.


FX REAL ESTATE: Inks Subscription Pact with Directors & Officers
----------------------------------------------------------------
FX Real Estate and Entertainment Inc. entered into subscription
agreements with certain of its directors, executive officers and
greater than 10% stockholders pursuant to which the Purchasers
purchased from the Company an aggregate of 180 units at a purchase
price of $1,000 per Unit.

Each Unit consists of (x) one share of the Company's newly issued
Series A Convertible Preferred Stock, $0.01 par value per share,
and (y) a warrant to purchase up to 10,309.278 shares of the
Company's common stock.

The Warrants are exercisable for a period of 5 years.  The Company
generated aggregate proceeds of $180,000 from the sale of the
Units pursuant to the Subscription Agreements.  The Company
intends to use the proceeds to fund working capital requirements
and for general corporate purposes.

            About FX Real Estate and Entertainment

New York-based FX Real Estate and Entertainment Inc.'s business
consists of owning and operating 17.72 contiguous acres of land
located at the southeast corner of Las Vegas Boulevard and Harmon
Avenue in Las Vegas, Nevada.  The property is currently occupied
by a motel and several commercial and retail tenants with a mix of
short and long-term leases.

At September 30, 2009, the Company had $143,904,000 in total
assets against total liabilities, all current, of $484,560,000.

The Company said it is in severe financial distress and may not be
able to continue as a going concern.  The Company said its current
cash flow from operations and cash on hand as of September 30,
2009, are not sufficient to fund its short-term liquidity
requirements, including its ordinary course expenses and
obligations as they come due.

The Company's Las Vegas subsidiaries own real property which is
substantially the Company's entire business.  The subsidiaries are
in default under their $475 million mortgage loans, which are
secured by the property.  The carrying value of the Las Vegas
property was reduced to its estimated fair value of $140.8 million
as of June 30, 2009, after impairment charges taken prior to that
date.


GENERAL GROWTH: Fairholme/Pershing Offering $3.925-Bil. in Capital
------------------------------------------------------------------
General Growth Properties, Inc., announced on March 8, 2010, that
it has received a proposal from Fairholme Capital Management,
LLC, one of its largest unsecured creditors, and Pershing Square
Capital Management, one of GGP's largest equity holders and a
significant unsecured creditor.  In the proposal, Fairholme and
Pershing Square would commit $3.925 billion of new equity capital
at a value of $15.00 per share to facilitate GGP's emergence from
bankruptcy.  Together with the previously announced $2.625
billion proposal from Brookfield Asset Management, Inc., this
proposal, if accepted, would provide GGP with more than $6.5
billion of committed equity capital.  The Company believes that
this combined equity capital along with its anticipated new $1.5
billion debt issuance -- or the reinstatement of a comparable
amount of existing debt -- would, if accepted, deliver
substantially all of the cash required to fulfill the Company's
capital needs in connection with its emergence from bankruptcy
and provide unsecured creditors with par plus accrued interest in
cash.

The GGP Board of Directors will study the proposal consistent
with its fiduciary duties, according to a press release.  The
proposal remains subject to approval by the Board of Directors,
approval by the United States Bankruptcy Court for the Southern
District of New York of proposed fees in the form of warrants and
higher and better offers.

In connection with the proposal, Pershing Square Capital
Management's William Ackman has resigned from GGP's Board of
Directors.  "Bill Ackman has made significant contributions to
GGP during his time on the Board. We understand his decision to
resign to facilitate Pershing Square's participation in this
proposal," continued Adam Metz, chief executive officer of GGP.

Under the terms of the proposal, $3.8 billion would be used to
purchase shares of GGP stock at $10.00 per share, and $125
million will be used to backstop the remaining portion of a $250
million rights offering by General Growth Opportunities, a new
company that will own certain non-core assets, at a price of
$5.00 per share.  Furthermore, the Company would have the right
to reduce the $3.8 billion by $1.9 billion to the extent it is
able to raise equity capital on more attractive terms.  The
proposal from Fairholme and Pershing Square is not subject to due
diligence.

As previously announced, GGP reached an agreement in principle
with Brookfield, one of the world's largest real estate investors
and asset managers, to invest $2.625 billion in a proposed
recapitalization of GGP at a plan value of $15.00 per share and
provide par plus accrued interest to unsecured creditors.  The
proposed equity commitment from Brookfield is not subject to due
diligence and is subject to definitive documentation, approval by
the Bankruptcy Court of proposed fees in the form of warrants and
higher and better offers.  The proposal is designed to maximize
value for all GGP stakeholders and enable a restructured GGP to
emerge from bankruptcy on a standalone basis with a diverse
portfolio of high-quality income-producing assets, strong cash
flow and a solid balance sheet capitalized principally with long-
term non-recourse debt.

                 Terms of the Equity Commitment

In a letter addressed to Messrs. Metz and Thomas Nolan on
March 8, 2010, Pershing Square and Fairholme said that they
propose to commit, severally but not jointly, $3.925 billion of
new equity capital value at $15 per current share.

The salient terms of the Equity Commitment are:

Investors                  Fairholme Capital Management, LLC, on
                           behalf of its managed funds, and
                           Pershing Square Capital Management,
                           L.P., on behalf of one or more of its
                           managed funds or affiliates

Stock Purchase             Each Investor will agree to subscribe
                           for and purchase from the reorganized
                           Company or New GGP on or after the
                           effectiveness of the plan of
                           reorganization of the Company, its
                           Pro Rata Share of 380 million shares
                           of New GGP's common stock, subject to
                           the Commitment Agreement.  The
                           subscription price for the New Common
                           Shares will be $10.00 per share, net
                           to New GGP, payable in cash in
                           immediately available funds on the
                           date of issuance.

                           A Pro Rata Share will be about 71.4%
                           for Fairholme and 28.6% for Pershing
                           Square.  GGP may, at its sole
                           discretion, reduce the amount of New
                           Common Shares to be purchased by up
                           to 50% by irrevocable written notice
                           to the Investors at any time prior to
                           the 30th day prior to the date of
                           issuance of the New Common Shares.
                           Any reduction will be allocated among
                           the Investors in accordance with
                           their Pro Rata Shares.

GGO Rights Offering        Each Investor also will agree to
Backstop                   commit up to $67.5 million to
                           backstop a common stock rights
                           offering by a newly formed company,
                           referred as GGO holding the assets
                           and properties described in
                           Brookfield Asset Management, Inc.'s
                           Proposal at an initial value of $5
                           per common share, net to GGO, subject
                           to a total of $250 million of
                           backstop commitments being provided
                           by the Investors and Brookfield on
                           the terms and conditions described in
                           the Brookfield Proposal.

                           The Investors will be entitled to
                           receive a minimum allocation of $50
                           million in GGO Shares from the GGO
                           rights offering, and will receive
                           back-stop consideration in an amount
                           equal to 5% of their $125 million
                           total amount of backstop commitments,
                           payable in GGO Shares at a price per
                           share equal to the price per share
                           offered in the rights offering.  The
                           Investors intend to allocate backstop
                           commitments and consideration between
                           them on an equal pro rata basis.

Commitment Term            The Investor commitments will have a
                           Deadline of December 31, 2010,
                           subject to extension rights as may be
                           mutually agreed.

Corporate Governance       The Investors would be entitled to
                           appoint one member of a nine member
                           board of directors of New GGP and two
                           members of a nine-member board of
                           directors of GGO, with the remaining
                           selected by the Company in
                           consultation with the Investors.

No Bid Protections         No exclusivity, no-shop provisions,
                           overbid requirements, commitment,
                           break or other similar fees.  The
                           Company and the Investors would agree
                           to a formal "go-shop" including
                           matching rights and a three business
                           day negotiation period immediately
                           following the receipt of a new or
                           modified superior proposal in which
                           the Investors could make adjustments
                           in the terms and conditions of their
                           commitments for consideration by GGP.

Conditions                 There would be no due diligence
                           condition precedent.  The Investors
                           commitments would be subject to
                           customary terms and conditions to be
                           mutually agreed, including:

                           (a) execution and delivery of the
                               Commitment Agreement and other
                               documents, in form and substance
                               satisfactory to the Company and
                               the Investors;

                           (b) the absence of a "material
                               adverse change;"

                           (c) either (1) confirmation and
                               effectiveness of the Plan on the
                               terms described in the Brookfield
                               Proposal and otherwise acceptable
                               to the Investors, or (2)
                               confirmation of an alternative
                               plan of reorganization that
                               Investors agree is no less
                               favorable to them;

                           (d) no issuance of equity securities
                               of New GGP or GGO at a per share
                               valuation less than $11.00 per
                               share for New GGP and $5.00 per
                               share for GGO, in each case net
                               to the issuer;

                           (e) entry of final orders of the
                               Court approving the Commitment
                               Agreement and Warrants and
                               confirming the Plan in form and
                               substance satisfactory to the
                               Company and the Investors, and

                           (f) the accuracy of representations
                               and warranties, and other
                               conditions precedent as either
                               the Company or the Investors may
                               reasonably request.

A full-text copy of the March 8, 2010, filed with the Securities
and Exchange Commission is available for free at:

             http://ResearchArchives.com/t/s?5821

"The proposal from Fairholme and Pershing Square builds on the
significant momentum we have created to return GGP to a strong
financial foundation for the future," said Adam Metz, Chief
Executive Officer of GGP.  "Our goal is to raise capital in the
most cost-efficient way to maximize value for all of our
stakeholders.  We are pleased with the support shown by one of
our largest unsecured debt holders and one of our largest equity
holders."

                    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: Beachwood, et al., Plan Hearing on March 18
-----------------------------------------------------------
Bankruptcy Judge Allan Gropper adjourns the hearing with respect
to confirmation of the Joint Plan of Reorganization and final
approval of the Disclosure Statement as to five Plan Debtors to
March 18, 2010.

The Plan Debtors subject to adjournment are:

* 10000 West Charleston Boulevard, LLC
* 1120/1140 Town Center Drive, LLC
* 9901-9921 Covington Cross, LLC
* Beachwood Place Mall, LLC
* Beachwood Place Holding, LLC

Meanwhile, Chico's FAS, Inc., with its affiliates, including White
House/Black Market, Inc., and Soma Intimates, LLC, is a tenant
under 63 leases with the Debtors.  Forty-seven of those leases
were assumed under the Debtors' Joint Plan of Reorganization.
Accordingly, Chico's complains that the Debtors' proposed cure
amount of $0 do not reflect the Tenant Claims under the Assumed
Leases.  Thus, Chico's asks the Court to enter an order (i)
determining the cure amounts under the Assumed Leases that
accurately reflect the Tenant Claims and (ii) requiring the
Debtors to fully perform all of their future obligations to
Chico's under the Assumed Leases.

               More Properties to be Restructured

GGP said in its annual report on Form 10-K that during December
2009, January and February 2010, 231 units of GGP (the "Track 1
Debtors") owning 119 properties with $12.33 billion of secured
mortgage debt filed consensual plans of reorganization (the "Track
1 Plans") with the Bankruptcy Court.  As of December 31, 2009, 113
Debtors owning 50 properties with approximately $4.65 billion of
secured mortgage debt restructured that debt and emerged from
bankruptcy (the "Track 1A Debtors").  Through March 1, 2010, an
additional 92 Debtors owning 57 properties with approximately
$5.98 billion of secured mortgage debt restructured that debt and
emerged from bankruptcy.  Effectiveness of the plans of
reorganization and/or restructuring of the $1.70 billion of
secured mortgage debt of the remaining Track 1 Debtors (together
with the Track 1 Debtors that have already emerged from bankruptcy
in 2010, the "Track 1B Debtors") is expected to occur in the first
quarter of 2010.

GGP is continuing to pursue consensual restructurings for 31
Debtors (the "Remaining Secured Debtors") with secured loans
aggregating $2.50 billion.  The Chapter 11 Cases for the Remaining
Secured Debtors and the other remaining Debtors (generally GGP,
GGPLP and other holding company subsidiaries, the "TopCo Debtors"
and together with the Remaining Secured Debtors, the "2010 Track
Debtors") will continue until their respective plans of
reorganization are filed, approved by the respective creditors,
confirmed by the Bankruptcy Court and are effective.

                    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: $68.96-Mil. in Claims Change Hands in February
--------------------------------------------------------------
The Clerk of Court recorded 10 claim transfers from February 22,
2010 to 25, 2010, aggregating $68,958,755:

  Transferor           Transferee         Claim No.  Claim Amt.
  ----------           ----------         ---------  ----------
  Bank of America,     PB (USA) Realty       8857  $68,604,090
  National             Corporation
  Association

  Akai Security Inc.   Liquidity                -      295,153
                       Solutions, Inc.

  Wizard Studios       Pioneer Credit        8246       20,229
  North, Inc.          Opportunities
                       Fund, LP

  Wizard Studios       Pioneer Credit        8254       20,667
  North, Inc.          Opportunities
                       Fund, LP

  Birckhead Electric   Argo Partners            -        6,611
  Inc.

  Foliage Design       Fair Harbor           1027        4,076
  Systems of the       Capital, LLC
  Delaware Valley

  Foliage Design       Fair Harbor              -        3,758
  Systems of the       Capital, LLC
  Delaware Valley

  Selzer-Ornst Co.     Liquidity                -        2,508
                       Solutions, Inc.

  Whitlow Enterprises  Fair Harbor              -          828
  doing business as    Capital, LLC
  Whitlow Security
  Specialis

  Energy Control       Fair Harbor              -          835
  Systems Inc.         Capital, LLC

BofA's transferred Claim arose from a Promissory Note A dated
September 29, 2006, in the original principal amount of
$40,000,000, executed by Debtor Ward Plaza-Warehouse, LLC as
borrower and payable to Goldman Sachs Mortgage Company.  In light
of the transfer, the Claim is payable to PB USA.

General Growth Properties, Inc., ranked second in bankruptcy
claims trading activity in February 2010, according to
SecondMarket, which runs a trading platform for bankruptcy claims
and other illiquid assets, Reuters discloses.

SecondMarket explains that GGP claims have seen "renewed
interest" from potential sellers of claims as investors from
Simon Property Group, Inc. and Brookfield Asset Management, Inc.
compete to take control of the company.

Lehman Brothers Holdings Inc. ranked first with 108 claims worth
$620 million that changed hands in February 2010, followed by GGP
with 10 claims worth $72 million that were traded and Smurfit
Stone Container Corp. that recorded 604 claims that were swapped
worth $11.7 million, SecondMarket notes.

                    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)


GLOBAL CONTAINER: Gets Final OK to Incur $4 Million DIP Loan
------------------------------------------------------------
The Hon. Alan S. Trust of the U.S. Bankruptcy Court for the
Eastern District of New York, in a final order, authorized Global
Container Lines Ltd., et al., to:

   -- incur up to $4,000,000 postpetition debt on a secured basis
      with National Bank of Pakistan;

   -- use cash collateral; and

   -- granting NBP adequate protection.

The Debtors would use certain funds to meet their immediate
operating needs.

The lender also consented to the Debtor's use of cash collateral.

As reported in the Troubled Company Reporter on November 19, 2009,
the Debtors will grant the lender continuing, valid, binding,
enforceable and perfected postpetition security interests and
replacement liens in and on the Collateral.

The adequate protection liens will be subordinate to the post-
petition liens and will be subject to the carve out expenses, but
will be first priority, perfected and superior to any other
security interest in, lien on or claim against the collateral.

               About Global Container Lines Limited

Garden City, New York-based Global Container Lines Limited filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
E.D. N.Y. Case No. 09-78585).  C. Nathan Dee, Esq., and Matthew G.
Roseman, Esq., at Cullen & Dykman, LLP, 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.


GOTTCHALKS INC: Creditors Approve Plan of Liquidation
-----------------------------------------------------
Time Sheehan at The Fresno Bee reports that Gottchalks Inc.'s
creditors owed about $105 million approved the company's
liquidation plan that would pay them pennies on the dollar.

A hearing to consider confirmation of the Plan is scheduled for
March 16, 2010, at 2:00 p.m.

According to the Disclosure Statement, the Plan provides that
holders of general unsecured claims, if allowed, will receive a
pro rata share of the available assets.  The estimated recovery
for the unsecured claims is 3.8% to 13.3% of their $75.0 million
to $105.04 million claims.

The Debtor relates that there is substantial uncertainty
concerning the ultimate recovery available for general unsecured
creditors.  The Debtor preliminarily estimates that the Available
assets may be in the range of $4 million to $10 million.  If the
estate succeeds on all of its defenses to the claims, the recovery
by holders of allowed general unsecured claims would increase
substantially and possibly fall within the higher end of the
estimated range.

Under the Plan, the estate will be liquidated.  The Gottschalks
administrative budget and applicable law, and the operations of
the Debtor will become the responsibility of the responsible
person who will thereafter have responsibility for the management,
control and operation thereof, and who may use, acquire and
dispose of property free of any restrictions of the Bankruptcy
Code or the Bankruptcy Rules.  Subject to further order of the
Bankruptcy Court, the responsible person will act as liquidating
agent of and for the estate from and after the effective date.
The responsible person will be both authorized and obligated, as
agent for and on behalf of the estate, to take any and all actions
necessary or appropriate to implement the Plan or wind up the
Estate.

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

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

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

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states.  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as the Debtors' co-counsel.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
official committee of unsecured creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in total
assets and $197,072,000 in total debts.


GSI GROUP: Equity Committee Rejects Modified Plan
-------------------------------------------------
The Official Committee of Equity Security Holders of GSI Group,
Inc. unanimously rejected the proposed agreement in principle
announced between GSI and certain of its senior noteholders.  As
with the original plan, the Equity Committee believes that the
proposed modified plan gives the noteholders a recovery on their
claims substantially greater than what they are entitled to
receive under applicable law.

"After months of negotiations between the Equity Committee and the
noteholders that resulted in substantial improvements to the
recovery of the Company's equity holders, rather than supporting
the Equity Committee's efforts to obtain the highest possible
recovery for equity holders, the GSI Board intervened and yet
again sided with the noteholders," said Stephen W. Bershad,
Chairman of the Equity Committee.  "But for the efforts of the
Equity Committee, GSI and the noteholders would have crammed
through the original plan that provided value to equity holders
equivalent to a per share price of approximately $0.60 per share.

Negotiations between the Equity Committee and noteholders have
increased that recovery to a per share price of approximately
$1.60 per share.  Based on revised projections provided by the
Company to the Equity Committee, the committee believes that even
the modified plan gives the noteholders too great a recovery.  The
Equity Committee will continue to fight to improve the recovery to
equity holders further, and is prepared to challenge the modified
plan in bankruptcy court and may seek to propose and solicit its
own plan of reorganization."

                        About GSI Group

GSI Group Inc. supplies precision technology to the global
medical, electronics, and industrial markets and semiconductor
systems.  GSI Group Inc.'s common shares are quoted on Pink Sheets
OTC Markets Inc.

The Company and two of its affiliates filed for Chapter 11
protection on Nov. 20, 2009 (Bankr. D. Del. Lead Case No. 09-
14110).  William R. Baldiga, Esq., at Brown Rudnick LLP,
represents the Debtors in their restructuring effort.  Mark
Minuti, Esq., at Saul Ewing LLP, as its local Counsel.  The
Debtors selected Garden City Group Inc. as their claims and notice
agent.  In their petition, the Debtors posted $555,000,000 in
total assets and $370,000,000 in total liabilities as of Nov. 6,
2009.


HHI HOLDINGS: Moody's Affirms Corporate Family Rating at 'B2'
-------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family and
Probability of Default Ratings of HHI Holdings, LLC, at B2,
following the company's resizing of its proposed senior secured
term loan facility to $200 million from $240 million.  In a
related action the rating on the proposed senior secured term loan
was affirmed at B3.  The rating outlook is stable.  The proceeds
from the senior secured term loan, along with cash on hand, will
be used to fund a special dividend to the company's shareholders
(including the company's sponsor, KPS Capital Partners), refinance
existing debt, and pay related fees and expenses.  For further
background, please see Moody's press release dated February 11th,
2010.

The revised capital structure reduces the senior secured term loan
facility to $200 million from $240 million, and reduces the asset
based revolving credit facility (unrated by Moody's) to
$100 million from $140 million.  The asset based revolver is
expected to remain unused at closing.  While the revised capital
structure lowers the company's initial funded debt and leverage,
the company's debt service cost, under the terms of the revised
senior secured term loan facility, is expected to be relatively
unchanged over the intermediate-term.  The lower size of the asset
based revolving credit facility does not significantly diminish
Moody's view of the company's liquidity, as Moody's view on the
company's liquidity under the previously proposed facility
considered the company's inability to access the facility's full
commitment.

Moody's notes that the lower amount of the asset based revolving
credit improves the recovery prospects under Moody's LGD
Methodology for the senior secured term loan, which has a second
lien on HHI's current assets behind the asset based revolver.
However, this improvement was not considered sufficient to
eliminate the notching of the term loan below the Corporate Family
Rating.

These ratings were affirmed:

* Corporate Family Rating, B2;
* Probability of Default, B2;
* B3 (LGD4, 60%), for the $200 million senior secured term loan

The last rating action was on February 11, 2010, when the B2
Corporate Family Rating was assigned.

HHI Holdings, LLC, headquartered in Royal Oak, Michigan, is a full
service supplier of highly engineered metal forgings and machined
components, wheel bearings, and powdered metal engine and
transmission components for automotive and industrial customers.
Operations are conducted through three subsidiaries: HHI Forging
Holdings, LLC; Bearing Holdings, LLC, and Cloyes Gear and
Products, Inc.


HOST HOTELS: Fitch Affirms Issuer Default Rating at 'BB-'
---------------------------------------------------------
Fitch Ratings has affirmed these credit ratings of Host Hotels &
Resorts, Inc., and its operating partnership, Host Hotels &
Resorts, L.P.:

Host Hotels & Resorts, Inc.

  -- Issuer Default Rating at 'BB-';
  -- $97 million preferred stock at 'B'.

Host Hotels & Resorts, L.P.

  -- IDR at 'BB-';
  -- $600 million bank credit facility at 'BB-';
  -- $3.1 billion senior notes at 'BB-';
  -- $1.1 billion exchangeable senior debentures at 'BB-'.

The Rating Outlook has been revised to Stable from Negative.

The affirmation of Host's IDR and senior notes at 'BB-' reflects
Fitch's view that Host's lodging portfolio will remain under
modest pressure in 2010 following tumultuous results in 2009.  The
company's property-level results and leverage ratios have
stabilized at levels consistent with the 'BB-' rating for a hotel
real estate investment trust, although Fitch anticipates low
single-digit RevPAR (revenue per available room) growth in 2011,
and thus incremental improvements in earnings over the medium
term.

The Stable Rating Outlook centers on the steps taken by management
to raise various sources of capital, which have improved Host's
financial position.  The company has accessed both the equity and
debt capital markets and its cash balance and level of retained
cash flow have provided ample liquidity for the existing ratings.
In addition, the Stable Outlook reflects the quality of Host's
portfolio and unencumbered asset coverage of senior obligations,
which Fitch anticipates will improve over the next 12-24 months.

Fitch downgraded Host's ratings to 'BB-' from 'BB+' in early 2009,
a year in which Host ultimately endured portfolio-wide comparable
RevPAR declines of 19.9% on a year-over-year basis.  Going
forward, Fitch estimates that industry-wide RevPAR will decline by
1%-3% in 2010 and will experience low single-digit growth in 2011.
Consistent with these expectations, Fitch projects that Host's
fixed charge coverage ratio (defined as recurring operating EBITDA
less renewal and replacement capital expenditures, divided by
interest expense, capitalized interest and preferred dividends),
which declined from 2.4 times in 2008 to 1.5x in 2009, will
improve modestly but remain in a band between 1.5x and 2.0x over
the next two years.

The company's leverage, measured as net debt divided by recurring
operating EBITDA, remains at elevated levels commensurate with a
'BB-' rating given the inherent volatility of hotel cash flows.
However, Host issued common shares for net proceeds of
approximately $480 million in April 2009 and issued $287 million
of common shares in the second half of 2009 to focus on improving
leverage.  Fitch projects that after increasing from 4.1x in 2008
to 5.5x in 2009 due principally to EBITDA declines, leverage may
rise further in 2010 but will not likely reach 6.0x, and will
decrease into 2011 due to debt repayments and EBITDA recovery.

The Stable Outlook revolves around Fitch's opinion that
management's focus on capital and liquidity during 2009 paved the
way for Host to reduce its credit risk going forward.  For the
period Jan. 1, 2010 to Dec. 31, 2011, Fitch calculates that the
company's sources of liquidity as of Dec. 31, 2009 (unrestricted
cash pro forma for recent debt repayments, availability under its
revolving credit facility, and projected retained cash flows from
operating activities) exceed uses of liquidity (debt maturities
and amortization and projected renewal and replacement capital
expenditures) by 2.5x, which is strong for the existing ratings.
Fitch estimates that Host would have a liquidity surplus even if
its retained cash flow were minimal.  In addition, Fitch believes
that Host has a smooth debt maturity schedule in general.

The Stable Outlook further points to Host's geographically diverse
hotel portfolio of 110 consolidated properties across 26 U.S.
states, Canada, Mexico, and Chile.  Fitch believes that Host's
luxury and upscale platform, which includes brands such as
Marriott (59% of revenues), Sheraton (9%), Westin (9%), Ritz-
Carlton (8%), and Hyatt (7%), may differentiate itself as economic
growth materializes.  For example, although Host's comparable
RevPAR declined to $114.27 in fourth quarter 2009 (4Q'09) from
$133.77 in 4Q'08, its comparable RevPAR remains significantly
higher than total U.S. luxury RevPAR, which declined to $85.21 in
4Q'09 from $96.99 in 4Q'08.  Host's occupancy was 65.4% as of
4Q'09, also outperforming the luxury market generally in 4Q'09 at
58.6% occupancy.

Host's portfolio by and large continues to support bondholders in
that 99 of the company's properties are unencumbered, and
unencumbered asset coverage as defined under the company's senior
notes indenture using undepreciated book values was 3.0x as of
Dec. 31, 2009.  This unencumbered asset coverage ratio is strong
for the rating category for a lodging REIT and Fitch anticipates
further improvements in this ratio prospectively, though Fitch
calculates that unencumbered asset coverage is lower when applying
a range of multiples against unencumbered EBITDA.  In addition,
although Host's financial covenants limit its financial
flexibility only to the extent that its leverage ratio exceeds
7.0x, Fitch does not anticipate leverage reaching this level.

The rating action takes into consideration credit concerns
including the potential that economic weakness could jeopardize
RevPAR growth, and the implicit volatility of lodging earnings.

Consistent with Fitch's 'Rating Hybrid Securities' criteria report
dated Dec. 29, 2009, there is a two-notch differential between
Host's IDR and its preferred stock rating of 'B', as the company's
preferred stock has a cumulative coupon deferral option
exercisable by Host and thus has readily triggered loss absorption
provisions in a going concern.

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

  -- Sustained comparable RevPAR growth beyond Fitch's current
     forecast of negative 3% to 5% in 2010 and low single-digit
     growth in 2011;

  -- Net debt to recurring operating EBITDA sustaining below 5.0x
     for several quarters (leverage was 5.5x for 2009);

  -- Fixed charge coverage sustaining above 2.0x for several
     quarters (coverage was 1.5x in 2009).

These factors may have a negative impact on Host's ratings and/or
Outlook:

  -- Net debt to recurring operating EBITDA sustaining above 6.0x;
  -- Fixed charge coverage sustaining below 1.5x;
  -- A liquidity shortfall.

Headquartered in Bethesda, MD, Host Hotels & Resorts, Inc. owns
110 luxury and upscale hotel properties and is the largest lodging
REIT in the National Association of Real Estate Investment Trust's
composite index.  As of Dec. 31, 2009, Host had $17.3 billion in
undepreciated book assets, a total market capitalization of
$13.6 billion and an equity market capitalization of $7.7 billion.


HUDSON'S FURNITURE: Section 341(a) Meeting Scheduled for April 5
----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Hudson's Furniture Showroom, Inc.'s Chapter 11 case on April 5,
2010, at 10:00 a.m.  The meeting will be held at Orlando, FL (6-
60) - 135 West Central Boulevard, 6th Floor, Suite 600.

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).  R Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $10,000,001
to $50,000,000.


INTERNATIONAL LEASE: Moody's Puts 'Ba3' Rating on $550 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to International
Lease Finance Corporation's $550 million privately offered six-
year secured financing.  ILFC's other ratings, including its B1
corporate family and senior unsecured ratings, are not affected by
the transaction.  The outlook for ILFC's ratings is negative.

The new term loan (Term Loan 2) will be issued by a newly-formed
ILFC subsidiary, Delos Aircraft Inc.  Term Loan 2 will be
guaranteed on a senior unsecured basis by ILFC and on a senior
secured basis by Delos' immediate parent, Hyperion Aircraft Inc.
(an ILFC special purpose subsidiary holding company) and Delos'
direct subsidiaries.  The direct subsidiaries, Artemis Aircraft
Leasing Ltd and Apollo Aircraft Inc., are holding companies that
will own a number of newly-formed special purpose entities (Lessor
SPE's) that will each own a single aircraft, associated equipment
and lease that meet certain eligibility requirements under the
loan documents.

Term Loan 2 security will be comprised of: 1) a perfected first
priority lien in the stock or equity interest of Delos and its
subsidiaries, including the Lessor SPE's; 2) subordinated loans
held by Delos, its parent and Delos' direct subsidiaries, proceeds
of which were used by the Lessor SPE's to acquire aircraft from
ILFC; and 3) cash proceeds from the new loan, until such proceeds
are released to Delos upon meeting all conditions relating to the
transfer, titling, and registration of Lessor SPE aircraft and the
perfection of security interest in the stock or equity interest of
Delos and its subsidiaries.  ILFC will use the proceeds of the
loan to repay principal and interest of currently outstanding
indebtedness, fees and expenses associated with the new financing,
and for general corporate purposes.

The Ba3 rating assigned to Term Loan 2 is one notch above ILFC's
B1 corporate family rating, based upon loan terms that
meaningfully lower secured creditors' risk of loss compared to
holders of ILFC's unsecured obligations.  A supporting factor in
the uplift is the initial collateral coverage of the loan provided
by the equity interest in Delos and its subsidiaries that own the
aircraft and related assets, based upon appraised values and net
book values, and by the pledged subordinated loans.  To maintain
the collateral cushion, Delos will be required to quarterly
certify its compliance with a 63% maximum loan-to-value covenant.
Delos will be able to cure LTV covenant deficiencies, should any
arise, through loan repayments and collateral substitution.  For
purposes of covenant certification, the aircraft will be re-
appraised semi-annually.  Terms also include a restriction on
liens on aircraft owned by the Lessor SPE's and a restriction on
additional indebtedness, besides permitted subordinated debt.

Moody's noted that Term Loan 2 is rated one-notch lower than the
Ba2 rating assigned to ILFC's $750 million Term Loan 1 (see press
release dated February 24, 2010).  This is in recognition of
certain differences in structure that could affect creditor
recovery expectations.  In Moody's view, Term Loan 1's mortgaging
of specific ILFC aircraft provides lenders more certain recourse
to collateral value in the event of a loan default than Term Loan
2's pledge of equity interests in Delos and its subsidiaries.
Additionally, Moody's believes that in the event of an ILFC
bankruptcy, there would be some risk of substantive consolidation
of Delos and its subsidiaries that, were it to occur, could
diminish lenders' ability to realize value from their security
interests.

The loan agreements impose concentration limits relating to
aircraft type (wide- or narrow-body), model, lessee, and country
of operation, which helps to ensure an acceptable level of
diversity of the aircraft held by the Lessor SPE's.  Furthermore,
the aircraft pool is subject to an average age restriction.
Moody's notes that Delos does not directly have access to
alternate unencumbered aircraft for substitution to maintain the
required collateral pool characteristics and LTV restriction, but
that it must rely upon ILFC to ensure performance, based upon
ILFC's guarantee.

ILFC's ratings anticipate that the company's funding profile will
transition toward greater use of secured debt in its capital
structure.  To generate cash to repay its significant upcoming
unsecured debt maturities, ILFC will likely seek to issue
additional secured debt and sell certain assets, as it is
currently unable to economically access its traditional unsecured
funding sources.  The notching uplift incorporated into the Ba3
rating is consistent with Moody's current estimate of ILFC's
future capital structure, taking into consideration the
anticipated shifts in its funding profile.

In its last ILFC rating action dated February 24, 2010, Moody's
assigned a senior secured rating of Ba2 to ILFC's $750 million
Term Loan 1.

International Lease Finance Corporation, headquartered in Los
Angeles, California, is a major owner-lessor of commercial
aircraft.


INTERPUBLIC GROUP: Moody's Upgrades Corp. Family Rating to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service upgraded The Interpublic Group of
Companies, Inc.'s Corporate Family rating to Ba2 from Ba3,
Probability of Default rating to Ba1 from Ba2 and the senior
unsecured bonds and revolver to Ba2 from Ba3.  Moody's also
affirmed IPG's SGL-1 speculative grade liquidity rating.  The
rating outlook remains positive.

Upgrades:

Issuer: Interpublic Group of Companies, Inc. (The)

  -- Corporate Family Rating, Upgraded to Ba2 from Ba3

  -- Probability of Default Rating, Upgraded to Ba1 from Ba2

  -- Senior Unsecured Bank Credit Facility, Upgraded to Ba2 from
     Ba3

  -- Senior Unsecured Conv./Exch.  Bond/Debenture, Upgraded to Ba2
     from Ba3

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 from
     Ba3

The upgrade reflects the company's steady improvement on all
operating performance fronts leading up to the recession, and
better than expected cash flow generation during the severe
recession despite a cyclical 10.8% decline in organic revenue in
2009 versus 2008.  "The upgrade also is based upon Moody's
expectation that IPG's deleveraging trajectory demonstrated over
the last few years will continue in 2010 and 2011 as it both
reduces debt and returns to growth in its EBITDA and operating
profit margin," stated Neil Begley, Senior Vice President at
Moody's.  Moody's believes that despite the cyclical retreat in
revenues over the past year, senior management is and has been
very focused on reestablishing a stronger credit profile for IPG,
and has among its goals, restoring its investment grade credit
rating.  Assuming the potential for a flattening revenue picture
and moderate EBITDA (before severance) growth in 2010 due to the
impact of cost cuts in 2009, with debt reduction of $214 million
(2010 maturity), Moody's expects that IPG's debt-to-EBITDA
leverage ratio (incorporating Moody's standard adjustments) will
decline to less than 4.5x in 2010 from its 5.2x level at the end
of 2009, which is consistent with Moody's previously outlined
rating upgrade trigger.  Based on Moody's projections, Moody's
expect that gross financial leverage will trend towards the low
4.0x range over the intermediate term and the company will
generate free cash flow of at least $300 million in each of the
next two years.  "IPG's solid execution, demonstrated discipline
in curtailing costs during the current recession and its strong
liquidity position, lend support to higher ratings via
expectations for strengthening credit fundamentals, including
improving profitability, consistent focus on very strong
liquidity, de-leveraging and improving free cash flow generation,"
added Begley.

IPG's Ba2 CFR reflects high, albeit an expectation for a return to
moderating, gross debt leverage, low net debt leverage and strong
free cash flow to debt metrics.  The rating also incorporates the
company's exposure to cyclical client spending, which in Moody's
opinion had stalled IPG's improving credit momentum over the last
twelve months.  While IPG's margins are still significantly
lagging behind those of its peers, the rating recognizes the
company's successful efforts in streamlining its cost structure
and reducing cash operating expenses (excluding severance) by 12%
in 2009.  Moody's believes that as a result of its leaner cost
structure and continued financial discipline, IPG is well-
positioned to narrow the gap on profit margins with competitors
over the rating horizon as global economies stabilize and return
to an environment of growing GDP.  IPG's ratings continue to
reflect its competitive product offerings, broad geographic and
customer diversification and strong market positions in its core
business segments.  The SGL-1 rating is largely driven by IPG's
strong cash balances and its ability to generate significant free
cash flow, despite challenging operating conditions for the
industry.  In 2009, the company generated $424 million of free
cash flow and cash on hand at year end was approximately
$2.5 billion.  Net of the working capital deficit of $1.7 billion,
the cash balance amounted to $766 million.

The positive outlook is supported by Moody's view that IPG is
poised for revenue growth and operating profit expansion in
conjunction with an economic recovery given the improving revenue
trends of narrower period over period declines, and expected
resulting improvement in operating margins driven by a rebound in
some of the company's major markets for media and advertising such
as the US and Europe.  The outlook is also supported by continued
disciplined cost containment efforts, though Moody's anticipate
significantly reduced restructuring and severance charges going
forward.  The outlook reflects the possibility of further upward
ratings pressure in the next 12 to 18 months based on Moody's
expectation for a resumption in revenue growth, an improvement in
credit metrics, maintenance of a strong liquidity profile and
disciplined financial strategies over the long-term.

The last rating action on IPG was on June 8, 2009, when Moody's
assigned a Ba3 rating to IPG's new senior unsecured notes.

IPG'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 IPG's core industry and IPG's ratings are believed to
be comparable to those of other issuers of similar credit risk.

The Interpublic Group of Companies, Inc., with its headquarters in
New York is among the world's largest advertising, marketing and
corporate communications holding companies in the world.  Revenues
and EBITDA (incorporating Moody's standard adjustments) for 2009
were $6 billion and $932 million respectively.


INTERSTATE HOTELS: Stockholders Approve Merger Deal with Thayer
---------------------------------------------------------------
Interstate Hotels & Resort said its stockholders approved 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 leading
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.

                      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.


JAMES EDWARD GILBERT: Taps Laufer and Padjen as Bankruptcy Counsel
------------------------------------------------------------------
James Edward and Joette Elizabeth Gilbert ask the U.S. Bankruptcy
Court for the District of Colorado for permission to employ Laufer
and Padjen LLC as counsel.

Laufer and Padjen will, among other things:

   a) prepare all schedules, reports, plans, disclosure
      statements, pleadings, motions and other documents as may be
      required in the Chapter 11 case;

   b) assist the Debtors with the sale of assets; and

   c) assist the Debtors in negotiating and obtaining confirmation
      of a plan of reorganization.

The law firm received a $25,000 prepetition retainer from the
Debtors.  The firm deducted, from the retainer, the expenses
incurred prepetition which consisted of $3,394 for services and
filing fee of $1,039.

The hourly rates of the firm's personnel are:

     Joel Laufer                       $350
     Robert Padjen                     $275
     Paralegal                          $60
     Law Clerk                          $75

To the best of Debtors' knowledge, the law firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Laufer and Padjen LLC
     Parkway, Suite 150
     Englewood, CO 80111
     Tel: (303) 830-3173

         About James Edward and Joette Elizabeth Gilbert

Edwards, Colorado-based James Edward Gilbert and Joette Elizabeth
Gilbert filed for Chapter 11 bankruptcy protection on February 16,
2010 (Bankr. D. Colo. Case No. 10-12806).  Robert Padjen, Esq.,
who has an office in Englewood, Colorado, assists the Debtors in
their restructuring efforts.  The Debtors estimated their assets
at $10,000,001 to $50,000,000, and debts at $1,000,001 to
$10,000,000.


JAMES MARTIN: Section 341(a) Meeting Scheduled for April 9
----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in James W Martin's Chapter 11 case on April 9, 2010, at 1:30 p.m.
The meeting will be held at Flagler Waterview Building, 1515 N
Flagler Dr Room 870, West Palm Beach, FL 33401.

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

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

West Palm Beach, Florida-based James W. Martin, aka Jimmy Martin,
filed for Chapter 11 bankruptcy protection on March 4, 2010
(Bankr. S.D. Fla. Case No. 10-15462).  Alvin S. Goldstein, Esq.,
and Robert C. Furr, Esq., who have offices in Boca Raton, Florida,
assist the Debtor in his restructuring effort.  According to the
schedules, the Debtor had assets of $2,163,982 and total debts of
$71,028,508 as of the Petition Date.


JAMES MARTIN: Files Schedules of Assets & Liabilities
-----------------------------------------------------
James W. Martin has filed with the U.S. Bankruptcy Court for the
Southern District of Florida his schedules of assets and
liabilities, disclosing:

     Name of Schedule           Assets           Liabilities
     ----------------           ------           -----------

A. Real Property              $1,725,000

B. Personal Property            $438,982

C. Property Claimed as
   Exempt

D. Creditors Holding
   Secured Claims                                 $3,701,577

E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0

F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $67,326,931
                             -----------         -----------
TOTAL                         $2,163,982         $71,028,508

West Palm Beach, Florida-based James W. Martin, aka Jimmy Martin,
filed for Chapter 11 bankruptcy protection on March 4, 2010
(Bankr. S.D. Fla. Case No. 10-15462).  Alvin S. Goldstein, Esq.,
and Robert C. Furr, Esq., who have offices in Boca Raton, Florida,
assist the Debtor in his restructuring effort.


JAYEL CORP: Files Schedules of Assets & Liabilities
---------------------------------------------------
Jayel Corp. has filed with the U.S. Bankruptcy Court for the
Western District of Arkansas its schedules of assets and
liabilities, disclosing:

     Name of Schedule           Assets           Liabilities
     ----------------           ------           -----------
A. Real Property             $14,443,000
B. Personal Property             $89,395
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                 $9,283,149
E. Creditors Holding
   Unsecured Priority
   Claims                                            $30,000
F. Creditors Holding
   Unsecured Non-priority
   Claims                                             $4,000
                             -----------         -----------
TOTAL                        $14,532,395          $9,317,149

Bentonville, Arkansas-based Jayel Corporation field for Chapter 11
bankruptcy protection on March 5, 2010 (Bankr. W.D. Ark. Case No.
10-71120).  Donald A. Brady, Jr., Esq., at Blair & Brady Attorneys
At Law, assists the Company in its restructuring effort.


JAYEL CORP: Section 341(a) Meeting Scheduled for April 13
---------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Jayel Corp.'s Chapter 11 case on April 13, 2010, at 2:15 p.m.
The meeting will be held at U.S. Federal Building, 35 E. Mountain
Street, 4th Floor, Room 416, Fayetteville, AR 72701.

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.

Bentonville, Arkansas-based Jayel Corporation field for Chapter 11
bankruptcy protection on March 5, 2010 (Bankr. W.D. Ark. Case No.
10-71120).  Donald A. Brady, Jr., Esq., at Blair & Brady Attorneys
At Law, assists the Company in its restructuring effort.
According to the schedules, the Company has assets of $14,532,395,
and total debts of $9,317,149.


KIM KREUNEN: Section 341(a) Meeting Scheduled for March 26
----------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of creditors
in Kim H. Kreunen's Chapter 11 case on March 26, 2010, at 10:30
a.m.  The meeting will be held at Oxford City Hall, Second Floor
Courtroom, 107 South Lamar Street, Oxford, MS 38655.

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.

Kim H. Kreunen -- dba Kreunen Real Estates, LLC; Kreunen Inc.;
Kreunen Development; Kreunen Construction, Inc.; Stewart and
Kreunen, LLC; Kreunen Development Group, LLC; Lyon Plantation,
LLC; and O.B. Warehousing Distribution Inc. -- filed for Chapter
11 bankruptcy protection on March 5, 2010 (Bankr. N.D. Miss. Case
No. 10-11108).  Craig M. Geno, Esq., at Harris Jernigan & Geno,
PLLC, assists the Debtor in her restructuring effort.  The Debtor
estimated her assets and debts at $10,000,001 to $50,000,000.


LEXINGTON PRECISION: Can Access Lenders' Cash Until April 2
-----------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York authorized Lexington Precision
Corporation and Lexington Rubber Group, Inc., to continue using
cash collateral of the prepetition senior lenders until April 2,
2010, or until the occurrence of a "termination event."

The prepetition senior lenders consented to an extension of the
Debtors' use of cash collateral, provided that the aggregate total
of the Debtors' short-term investments and the cash available in
their Master Operating Account and the DIP Account will not
fall below the amounts corresponding to the dates set forth as:

     Week Ending                     Minimum Available Cash
     -----------                     ----------------------0
     12 Mar                              $1,734,000
     19 Mar                              $1,852,000
     26 Mar                              $1,908,000
     02 Apr                              $1,687,000

As reported in the Troubled Company Reporter on Aug. 19, 2009, the
Debtors will use cash collateral for (a) working capital and
capital expenditures, (b) other general corporate purposes of the
Debtors, and (c) the costs of administration of the bankruptcy
cases, in accordance with a budget.

The prepetition senior lenders are:

   -- CapitalSource Finance LLC, as lender and revolver agent for
      itself and other lenders, and co-documentation agent, and
      Webster Business Credit Corporation, as lender and co-
      dumentation agent under that certain Credit and Security
      Agreement, dated May 31, 2006.

   -- CSE Mortgage LLC, as lender and collateral agent for itself
      and each other lender, and DMD Special Situations Funding
      LLC, as lender under that certain Loan and Security
      Agreement, dated May 31, 2006.

The Debtors related that as of Oct. 1, 2009, they were obligated
to the prepetition secured lenders in the principal amount of
$31.5 million, plus accrued and unpaid interest in the amount of
$5,000.  The value of the assets encumbered by the prepetition
secured lenders' liens significantly exceeds the aggregate amount
of the obligations owed under the prepetition credit agreements.

The Debtor further said that the only alternative to continued use
of cash collateral is a sale of a portion of the Debtors' core
business.

As adequate protection, the prepetition senior lenders will be
granted (a) continued replacement security interests upon all of
the Debtors' assets, (b) first priority security interests in all
unencumbered assets of the Debtors, and (c) liens on all
encumbered assets that were not otherwise subject to the
prepetition senior lenders' liens as of the commencement date.

                     About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufactures tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of February 29, 2008, the Company
employed about 651 regular and 22 temporary personnel.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

On June 30, 2008, the Debtors filed with the Bankruptcy Court a
plan of reorganization.  It was amended twice, the latest
amendment dated December 8, 2008.  The Debtors currently plan to
complete the liquidation of their connector-seal business before
seeking approval of the Amended Plan.


LIFE OF AMERICA: A.M. Best Affirms FSR of 'D'
---------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
D (Poor) and issuer credit rating (ICR) of "c" of Life of America
Insurance Company (Life of America) (Dallas, TX).  The outlook for
both ratings is negative.  Subsequently, A.M. Best has withdrawn
the ratings and assigned an NR-4 to the FSR and an "nr" to the ICR
in response to the company's request to be removed from A.M.
Best's interactive rating process.

The affirmations reflect Life of America's weak risk-adjusted
capital position, which remains below company action level.
Additionally, one-half of the company's capital and surplus is
represented by one commercial mortgage loan.  Life of America is
currently in run off.

A buyer for Life of America is currently being sought.  Last year,
a definitive agreement to sell the company was reached, but that
transaction was never completed.


MAJESTIC STAR: Noteholders Want Immediate Plan Talks
----------------------------------------------------
The Majestic Star Casino, LLC, and its units are asking the
Bankruptcy Court to extend their exclusive period to propose a
Chapter 11 plan until June 21 and their exclusive period to
solicit acceptances of that plan until August 19.

The official committee of unsecured creditors and the creditors
under the prepetition first lien obligations are not objecting to
the 90-day extension.

According to Bill Rochelle at Bloomberg News, the indenture
trustee on $300 million of second-lien notes owed by Majestic Star
Casino said that while it is not objecting to the requested
extension, it will object further requests of an extension absent
"meaningful negotiations in the near future."  The second lien
lenders have complained that there has been "no discernable
progress toward a balance sheet restructuring" since the casino
operator defaulted on the debt 17 months ago.

A hearing on the exclusivity motion is scheduled for March 18.

According to Bill Rochelle, on March 22, the Bankruptcy Court will
convene a hearing on the Official Committee of Unsecured
Creditors' request to sue lenders on a theory that they didn't
properly perfect liens on the two riverboat casinos in Indiana.
The committee posits that the two boats are now "fixtures" rather
than "vessels" because they no longer leave the dock.  Since there
are no "fixture filings," the committee believes the secured
claims are in reality unsecured.  The committee is seeking to void
liens not only of the first-lien banks but also of the second-lien
noteholders.

                         About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nevada.  It is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Indiana on June 7,
1996.  The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company filed for Chapter 11 bankruptcy protection on
November 23, 2009 (Bankr. D. Del. Case No. 09-14136).

The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- also
filed separate Chapter 11 petitions.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC are the
Debtors' claims and notice agent.

The Majestic Star Casino, LLC's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.  When it filed for bankruptcy, the Company listed
up to $500 million in assets and up to $1 billion in debts.


MATERA RIDGE: Files for Chapter 11 in Reno, Nevada
--------------------------------------------------
Matera Ridge LLC filed a bare-bones Chapter 11 petition on
March 10 in Reno, Nevada (Bankr. D. Nev. Case No. 10-50749).

Matera Ridge is the owner of a 625-acre development in South Reno,
Nevada.  The development advertises proximity to the airport and
Lake Tahoe.  The petition says that assets and debt are both
between $10 million and $50 million.

Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd.,
represents the Debtor in its Chapter 11 effort.


METROMEDIA INT'L: Has Until May 17 to Propose Reorganization Plan
-----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware extended MIG, Inc., fka Metromedia International
Group, Inc.'s exclusive period to file a Chapter 11 Plan until
May 17, 2010; and to solicit acceptances of the proposed Plan
until July 12, 2010.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company said it had US$100 million to
US$500 million in assets and US$100 million to US$500 million in
debts.  In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.


MIDWEST MANUFACTURING: Files for Chapter 11 Bankruptcy
------------------------------------------------------
According to Lincoln Journal Star, Midwest Manufacturing Co. Inc.
filed for Chapter 11 bankruptcy listing $1.3 million in assets and
$4.1 million in liabilities.  The company produces and promotes an
array of wheat, sugar cane, bamboo and corn products.


MOODY NATIONAL: Plan Leaves All Classes and Interest Unimpaired
---------------------------------------------------------------
Moody National RI Atlanta H, LLC, filed with the U.S. Bankruptcy
Court for the Southern District of Texas a proposed Plan of
Reorganization.

According to the Plan, the Debtor will continue to exist after the
effective date as a separate LLC entity, with all the powers of an
LLC under applicable law in the jurisdiction in which it is
incorporated or otherwise formed.

Under the Plan, all remaining property comprising the estate
(including causes of action) will vest in the Reorganized Debtor,
free and clear of all claims, liens, charges, encumbrances, rights
and interests of creditors and equity security holders.

Any distribution of cash made by the Reorganized Debtor pursuant
to the Plan will, at the Reorganized Debtor's option, be made by
check drawn on a domestic bank or by wire transfer from a domestic
bank.

Under the Plan, all claims against and all interests in the Debtor
are left unimpaired and conclusively presumed to accept the Plan.

The Plan did not provide for the estimated percentage recovery by
holders of all claims.

Class 1 RLJ III - Finance Atlanta LLC, secured debt holder,
Claims: the Debtor will pay or cause to be paid the RLJ Cure
Amount.  All contracts between the Debtor and Citigroup Global
Markets Realty Corporation assigned to RLJ will be reinstated and
rendered unimpaired on the effective date, or as otherwise ordered
by the Bankruptcy Court.  The contracts to be reinstated include
the loan, the deed to secure debt, and the assignment of leases
and rents, and security agreement dated August 31, 2007, securing
the property.

Class 2 Unsecured Claims: unless the holder of the claim and the
Debtor agree to a different treatment, each holder of an allowed
Class 2 Unsecured Claim will receive, in full and final
satisfaction of the Allowed Class 2 unsecured claim, to the extent
then due and owing, payment of its claim in full in cash on the
effective date.

Class 3 Equity Interests: the legal, equitable, and contractual
rights of all holders of allowed interests will be left unaltered
and will be rendered unimpaired.

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

Houston, Texas-based Moody National RI Atlanta H, LLC, filed for
Chapter 11 bankruptcy protection on January 29, 2010 (Bankr. S.D.
Tex. Case No. 10-30752).  Henry J. Kaim, Esq., at King & Spalding
LLP, assist 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 in its petition.


NEVIOT REALTY: NYCB Wants Case Transferred to Florida
-----------------------------------------------------
New York Community Bank, lender to Neviot Realty Holdings, LLC,
asks the U.S. Bankruptcy Court for the Southern District of New
York to transfer the venue of Neviot's bankruptcy case to the
Middle District of Florida, Tampa Division.

NYCB wants the case transferred because:

   -- the Debtor's principal place of business is located in Miami
      Beach, Florida; and

   -- the Debtor's sole asset, a secured property, is located in
      Tampa, Florida.

NYCB adds that the basis for the venue of the Debtor's bankruptcy
case is by virtue of its mezzanine lender, Wadsworth Equity
Holdings, LLC, being located in New York City.

NYCB further adds that transferring the venue to Florida will
alleviate the considerable time and expense that will be incurred
by both the Debtor and its creditors if forced to travel
repeatedly from Florida to New York.

New York-based Neviot Realty Holdings, LLC, filed for Chapter 11
bankruptcy protection on February 11, 2010 (Bankr. S.D.N.Y. Case
No. 10-10705).  Kevin J. Nash, Esq., at Goldberg Weprin Finkel
Goldstein LLP, 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.


NEW YORK RACING: Rejection of Aqueduct Deal Huge Blow to Finances
-----------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that the New York state licensing officials' decision to
disapprove Aqueduct Entertainment Group's bid to build a casino at
the Aqueduct racetrack threatens The New York Racing Association's
future.

The office of New York Gov. David A. Paterson said last week AEG
could not pass muster with state licensing officials and would not
be awarded the lucrative contract, according to The New York
Times' City Room.  NY Times relates a senior administration
official said AEG had supplied insufficient financial details for
some of its investors.  In other cases, the state's Lottery
Division was not comfortable licensing some of AEG's investors.

Had its bid been approved, according to City Room, AEG would have
had to come up with a $300 million licensing fee by the end of
March, money that would have helped the state's beleaguered
finances.

NYRA has a franchise to run Aqueduct and New York's other two
major tracks, Belmont Park and Saratoga.  Dow Jones recalls NYRA
emerged from Chapter 11 protection in 2008.  NYRA had settled a
key dispute with the state of New York and assured itself at least
25 more years of operating the racetracks.  NYRA had also secured
state officials' approval to install lucrative video lottery
terminals, or VLTs, at their tracks.  AEG would have installed the
revenue-boosting video lottery terminals.

As reported by the Troubled Company Reporter on December 22, 2009,
Stephen Geffon at Queens Chronicle said NYRA may run out of money
by summer 2010 if the state does not select a bidder to construct
and operate the Aqueduct video lottery terminals.  NYRA president
Charles Hayward blamed the 10% decline in wagering at Aqueduct
this year for NYRA's running out of cash, Queens Chronicle noted.
Mr. Hayward said half of the $30 million from the state to keep it
operating until the Aqueduct's VLT became operation has been
depleted.

David A. McKibbin, Esq., of counsel at McDonald Hopkins LLC, who
specializes in thoroughbred equine law, told Dow Jones in an
interview Friday that NYRA's threat is realistic.  The missed
chance to have VLTs will have the immediate effect of causing
"more severe cash flow problems" for the organization, he said.
According to Dow Jones, NYRA is already smarting from the $15
million it's owed from the organization that runs off-track
betting in New York City.  The New York City Off-Track Betting
Corp. is currently under bankruptcy protection and can therefore
avoid making that payment for now, Dow Jones points out.

"They're short that $15 million, plus they're short the income
they expected to come from the slots," Mr. McKibbin told Dow
Jones. "None of that is from their own doing.  They had a viable
plan when they emerged from bankruptcy, but due to the state's own
problems, that plan doesn't fly right now."

                           About NYRA

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The Company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represented the
Debtor in its restructuring efforts.  The Garden City Group Inc.
served as the Debtor's claims and noticing agent.  The U.S.
Trustee for Region 2 appointed an Official Committee of Unsecured
Creditors.  Edward M. Fox, Esq., Eric T. Moser, Esq., and Jeffrey
N. Rich, Esq., at Kirkpatrick & Lockhart Preston Gates Ellis LLP,
represented the Committee.

When the Debtor sought protection from its creditors, it listed
assets of $153 million and debts of $310 million.


NJSC NAFTOGAZ: Moody's Withdraws 'Caa2' Corp. Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn the Caa2 corporate family
and Ca/LD probability of default ratings of NJSC Naftogaz of
Ukraine.

Moody's previous rating action on Naftogaz took place on 6th
October 2009 when the agency changed the PDR to Ca/LD from Ca.
The rating action followed the actual default by Naftogaz on
repayment of its US$500 million Loan Participation Notes due 30
September 2009 at their maturity.  Naftogaz's foreign currency
corporate family and debt ratings remained unchanged at that point
in time at Caa2.  The ratings remained under review with direction
uncertain, which reflected uncertainty at that time over the
execution and then impact of the restructuring proposal put
forward by the company to its debt holders.

Headquartered in Kiev, Ukraine, Naftogaz is an integrated
hydrocarbon company with operations in oil and gas exploration and
production, domestic and international transportation, storage and
supply.  In 2008, the company generated a UAH2.0 billion
(US$0.4 billion) net loss on total revenues of UAH53.1billion (US$
10.5 billion).


NPS PHARMA: Balance Sheet at Dec. 31 Upside-Down by $222 Million
----------------------------------------------------------------
NPS Pharmaceutical Inc. filed its annual report Form 10-K,
reporting a net loss of $17.8 million on $84.1 million of total
revenues for the year ended Dec. 31, 2009, compared with a net
loss of $31.7 million on $102.2 million of total revenues for
2008.

Its balance sheet at December 31, 2009, showed $159.5 million in
total assets and $382.3 million in total liabilities for a
$222.7 million stockholders' deficit.

According to the company, it has not been profitable since its
inception in 1986.  As of December 31, 2009, the company had an
accumulated deficit of approximately $922.7 million.  At present,
revenue from product sales has been in the form of royalty
payments from Amgen on sales of Sensipar, royalty payments from
Nycomed on sales of Preotact, royalty payments from Kyowa Kirin
on sales of REGPARA, milestone revenue from the company's
collaborative agreements with Nycomed, product sales to Nycomed
and beginning in 2009, royalty payments on sales of Nucynta by
Ortho-McNeil.

A full-text copy of the Company's annual report is available for
free at http://ResearchArchives.com/t/s?58d8

OrbiMed Advisors LLC and OrbiMed Capital LLC hold shares on behalf
of Eaton Vance Worldwide Health Sciences (2,385,000 shares), Eaton
Vance Emerald Worldwide Health Sciences (39,000 shares), Eaton
Vance Variable Trust (45,000 shares), and Finsbury Worldwide
Pharmaceutical Trust (1,850,000 shares).

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The Company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.


O'CHARLEY'S INC: S&P Withdraws 'B+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it has withdrawn its
rating on Nashville, Tenn.-based O'Charley's Inc.'s senior secured
revolving credit facility at the company's request.

                           Ratings List

                          O'Charley's Inc.

             Corporate credit rating     B+/Stable/--

         Rating Withdrawn            To               From
         ----------------            --               ----
         Senior secured revolver     NR               BB
          Recovery rating            NR               1


OCCULOGIX INC: No Longer Expects Going Concern Qualification
------------------------------------------------------------
OccuLogix, Inc., dba TearLab Corporation, said it expects its
auditors will not issue a going concern qualification with respect
to its 2009 financial statements.

OccuLogix said March 15 that it has obtained commitments from
several investors to purchase approximately 1,552,795 million
shares of its common stock and warrants to purchase approximately
621,118 shares of its common stock for gross proceeds of
approximately $5,000,000.

OccuLogix said in a regulatory filing, "In their opinion related
to our financial statements for the year ended December 31, 2008
and 2007, our auditors, Ernst & Young LLP, expressed substantial
doubt as to whether we would be able to continue as a going
concern.  Prior to the offering completed today, our expectation
was that our auditors would include a paragraph in their opinion
on our 2009 financial statements expressing substantial doubt
about our ability to continue as a going concern.  Due to the fact
that we raised approximately $4,550,000 in the offering, and the
Company's assessment that such funds will allow us to fund our
anticipated level of operations for at least the next twelve
months, we do not anticipate that our auditors will include such a
qualification in their opinion related to our 2009 financial
statements."

The investors have agreed to purchase the shares and warrants for
$3.22 per unit (each unit consisting of one share and a warrant to
purchase 0.4 shares of common stock).  The exercise price of the
warrants will be $4.00 per share.  The warrants will be
exercisable at any time on or after the sixth-month anniversary of
the closing date through and until the 18-month anniversary of the
closing of the offering.  The closing of the offering is expected
to take place on March 18, 2010, subject to satisfaction of
customary closing conditions.  TearLab plans to use the proceeds
from this financing for general corporate purposes.  Rodman &
Renshaw, LLC, a wholly-owned subsidiary of Rodman & Renshaw
Capital Group, Inc. (Nasdaq:RODM), acted as the exclusive
placement agent for TearLab.  Greybrook Capital Inc. acted as
TearLab's financial advisor in connection with the transaction.

              About OccuLogix dba TearLab Corporation

Headquartered in San Diego, California, OccuLogix, Inc. dba
TearLab Corporation -- http://www.tearlab.com-- develops and
markets lab-on-a-chip technologies that enable eye care
practitioners to improve standard of care by objectively and
quantitatively testing for disease markers in tears at the point-
of-care.  The TearLab Osmolarity Test, for diagnosing Dry Eye
Disease, is the first assay developed for the award winning
TearLab Osmolarity System.  TearLab Corporation's common shares
trade on the NASDAQ Capital Market under the symbol 'TEAR' and on
the Toronto Stock Exchange under the symbol 'TLB'.  TearLab is
currently marketed globally in more than 17 countries including
the U.S.

At September 30, 2009, the Company had $10,674,343 in total assets
against total current liabilities of $2,389,625 and contingently
redeemable common stock of $250,000.  At September 30, 2009, the
Company had $370,335,623 in accumulated deficit and stockholders'
equity of $8,034,718.

The Company noted in its quarterly report on Form 10-Q for the
quarter ended September 30, 2009, it has sustained substantial
losses of $14,181,433 for the year ended December 31, 2008 and
$2,678,252 and $7,097,008 for the nine months ended September 30,
2009 and 2008, respectively.

OccuLogix, Inc., previously said as a result of its history of
losses and financial condition, there is substantial doubt about
its ability to continue as a going concern.


OLD NATIONAL: Fitch Affirms Individual Rating at 'B/C'
------------------------------------------------------
Fitch Ratings has affirmed all ratings for Old National Bancorp
and its principal banking subsidiaries, including the long-term
Issuer Default Rating of 'BBB' and the short-term IDR of 'F2'.
The Rating Outlook is Stable.

The rating actions reflect the company's solid capital position
and continued manageable levels of problem assets and credit
costs.  ONB's common equity raise during the latter half of 2009
netted approximately $196 million in proceeds and boosted tangible
common equity to 8.25% of tangible assets at Dec. 31, 2009.  Fitch
believes ONB's asset quality has fared better than most peers
during the current economic cycle due to its adherence to its
lending standards.  The amount of nonperforming assets has
declined over the last three quarters and compares favorably to
most peers at 1.95% of loans and foreclosed real estate.  ONB's
exposure to commercial real estate is lower than many other
regional banks.  In addition, while the company's markets have
suffered during the current economic cycle, they have generally
fared better than neighboring states Michigan and Ohio in terms of
unemployment and home value declines.

Fitch's affirmation also takes into account that ONB's capital
base can absorb projected stress in the commercial real estate
loan book along with additional write-downs in its book of non-
agency mortgage-backed securities and trust preferred
collateralized debt obligations which totaled $257 million at
Dec. 31, 2009.  ONB reported $25 million in other-than-temporary
impairment charges on these securities during 2009.

Earnings continue to benefit from a sound net interest margin and
good fee income, and have absorbed higher credit costs to date.
More disciplined loan and deposit pricing and good interest rate
risk management have produced a healthier net interest margin.
The franchise's insurance and wealth management businesses help
generate reasonable revenue diversity for a bank its size.
Management is focusing increasingly on expense management as ONB
will likely continue to face depressed loan demand, stiff pricing
competition, and elevated credit costs.

Additionally, ONB's ratings are supported by a veteran management
team, a solid core deposit base with a strong position in many of
its markets, sufficient access to contingent funding sources, and
sound holding company finances.  The franchise's geographic
concentration, however, remains a constraining ratings factor.

ONB is an $8 billion bank holding company based in Evansville, IN.
It operates 117 locations in its core markets of Indiana, southern
Illinois and western and central Kentucky.

Fitch affirms these ratings:

Old National Bancorp

  -- IDR at 'BBB';
  -- Senior unsecured at 'BBB';
  -- Short-term IDR at 'F2';
  -- Individual at 'B/C';
  -- Support at '5';
  -- Support floor at 'NF';
  -- Rating Outlook Stable.

Old National Bank

  -- IDR at 'BBB';
  -- Short-term IDR at 'F2';
  -- Long-term deposits at 'BBB+';
  -- Short-term deposits at 'F2';
  -- Subordinated debt at 'BBB-';
  -- Individual at 'B/C';
  -- Support at '5';
  -- Support floor at 'NF';
  -- Rating Outlook Stable.

ONB Capital Trust II
St. Joseph Capital Trust I and II

  -- Preferred stock at 'BB+'.


ORLEANS HOMEBUILDERS: Wants Success Fee for Restructuring Adviser
-----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Orleans Homebuilders
Inc., is seeking approval to hire a chief restructuring officer to
meet one of the requirements laid down by lenders financing the
Chapter 11 case.  Orleans intends to employ an affiliate of
Phoenix Management Services Inc. to provide advisory services.
The proposed CRO, Mitchell B. Arden, is from Phoenix.  The Phoenix
firm, in addition to hourly fees, would receive a success fee on
the sale of the assets.  The fee would be 0.5% of the difference
between the so-called stalking-horse bid and the eventual sale
price.

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. Del. 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.  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.


ORLEANS HOMEBUILDERS: Wilmington Tapped to Creditors Committee
---------------------------------------------------------------
Wilmington Trust has been appointed by the United States Trustee
to serve as a member of the unsecured creditors' committee in the
bankruptcy of Orleans Homebuilders, Inc., which filed for Chapter
11 protection on March 1, 2010, in the United States Bankruptcy
Court for the District of Delaware.

Wilmington Trust is trustee for the holder of approximately
$30.9 million junior subordinated debt guaranteed by OHI.  OHI's
bankruptcy filing poses no credit or investment risk to Wilmington
Trust, nor does it affect Wilmington Trust's balance sheet.
Wilmington Trust is paid a fee for the services it provides in
this case.

Wilmington Trust's CCS business offers institutional trustee,
agency, asset management, retirement plan, and administrative
services for clients worldwide who use capital market financing
structures, as well as those who seek to establish or maintain
nexus, or legal residency, for special purpose entities.  Because
Wilmington Trust does not underwrite securities offerings or
provide investment banking services, it is able to deliver
corporate trust services that are conflict-free.

                     About Wilmington Trust

Wilmington Trust Corporation is a financial services holding
company that provides Regional Banking services throughout the
mid-Atlantic region, Wealth Advisory services to high-net-worth
clients in 36 countries, and Corporate Client services to
institutional clients in 89 countries. I ts wholly owned bank
subsidiary, Wilmington Trust Company, which was founded in 1903,
is one of the largest personal trust providers in the United
States and the leading retail and commercial bank in Delaware.
Wilmington Trust Corporation and its affiliates have offices in
Arizona, California, Connecticut, Delaware, Florida, Georgia,
Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey,
New York, Pennsylvania, South Carolina, Vermont, the Cayman
Islands, the Channel Islands, London, Dublin, Frankfurt,
Luxembourg, and Amsterdam.

                  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.


PARK AVENUE BANK: Exec Charged with Bribery & Embezzlement
----------------------------------------------------------
Preet Bharara, the U.S. Attorney for the Southern District of New
York, Neil M. Barofsky, the Special Inspector General for the
Troubled Asset Relief Program, James T. Hayes, Jr., the Special
Agent-in-Charge of the New York Office of the Department of
Homeland Security Bureau of Immigration and Customs Enforcement
(ICE), Richard H. Neiman, the Superintendent of the Banks of New
York (NYSBD), George Venizelos, the Acting Assistant Director-in-
Charge of the New York Office of the FBI, and Jon T. Rymer,
Inspector General of the Federal Deposit Insurance Corporation
(FDIC-OIG), announced the arrest this morning of Charles J.
Antonucci, Sr., the former President and chief executive officer
of The Park Avenue Bank, on allegations of self-dealing, bank
bribery, embezzlement of bank funds and fraud, among others.

Mr. Antonucci also was alleged to have attempted to fraudulently
obtain more than $11 million worth of taxpayer rescue funds from
the Troubled Asset Relief Program, or TARP.  Mr. Antonucci is the
first defendant ever charged with attempting to defraud TARP.
Additionally, Mr. Antonucci was alleged to have used The Park
Avenue Bank in a scheme to defraud two pastors of a Florida
congregation out of more than $100,000 set aside to build a new
church.

Mr. Antonucci was arrested this morning in Fishkill, New York. He
is expected to appear in Manhattan federal court later today.

On the evening of Friday, March 12, 2010, the NYSBD seized The
Park Avenue Bank and appointed the FDIC as receiver; FDIC has
arranged for the sale of The Park Avenue Bank.

According to the complaint unsealed today in Manhattan federal
court:

                     The Park Avenue Bank

The Park Avenue Bank was a federally insured bank headquartered at
460 Park Avenue, New York, with retail branches in Manhattan and
Brooklyn.  The bank's clients consisted primarily of small
businesses, for whom the bank made loans, extended lines of
credit, and maintained depository accounts.  As of the end of
2009, the bank had approximately $500 million on deposit, and over
$520 million in assets.   Mr. Antonucci served as president and
chief executive officer (CEO) of The Park Avenue Bank from June
2004 to October 2009, and also served on its Board of Directors.

The Park Avenue Bank was federally-insured and regulated by the
FDIC.  Also, as a bank chartered under the laws of New York State,
The Park Avenue Bank was regulated by the NYSBD.  The bank was
required to make certain regular disclosures to these regulators
demonstrating that it was financially sound and that it had
adequate capital.

FDIC and NYSBD regulations require banks such as The Park Avenue
Bank to maintain certain levels of capital, as a percentage of the
bank's total assets.  Banks that do not maintain appropriate
levels of capital are subject to various restrictions on their
activities, and may be required by regulators to raise additional
capital.  Banks which do not meet minimum capital requirements can
be closed by the NYSBD or the FDIC.

The Park Avenue Bank was also an applicant to the Capital Purchase
Program of the Troubled Asset Relief Program (TARP).  The purpose
of TARP was to provide funds to stabilize and strengthen the
nation's financial system by increasing the capital base of viable
institutions, enabling them to increase the flow of financing to
U.S. businesses and consumers.  TARP funds were made available to
qualifying banks; one of the critical elements of the TARP
qualification process was the capital position of the applicant
bank.

             Self-Dealing, Bank Bribery and Embezzlement

The Complaint alleges that Mr. Antonucci engaged in numerous
instances of self-dealing while president and CEO of The Park
Avenue Bank, including authorizing extensions of credit and
overdrafts to customers with whom he had financial relationships;
authorizing extensions of overdraft credit to a customer in
exchange for the use of the customer's private plane; and causing
the bank to make improvements on, lease, and pay expenses for
properties owned by Antonucci.

                 The Easy Wealth Line Of Credit

Mr. Antonucci used a company he owned, Easy Wealth Group, Ltd.
(Easy Wealth), to fraudulently obtain funds from The Park Avenue
Bank.  Mr. Antonucci could not authorize the extension of credit
by The Park Avenue Bank to his own company without violating the
bank's rules against self-dealing.  Accordingly, to mask his
interest in Easy Wealth, in early 2006, Mr. Antonucci approached
an associate and offered to make him president of Easy Wealth (the
Easy Wealth president), with the understanding that his first
order of business would be to apply for a line of credit from The
Park Avenue Bank.

The Easy Wealth president applied for a line of credit from The
Park Avenue Bank in the amount of $300,000.  Mr. Antonucci
personally approved the line of credit and later increased it to
$400,000.  Mr. Antonucci even assisted the Easy Wealth president
in preparing the line of credit application documents.  The
application as submitted contained numerous misrepresentations,
including false statements concerning the Easy Wealth president's
personal assets and a fabricated business plan that contained
false information about Easy Wealth's financial condition and
earnings.

After the Easy Wealth president had drawn down the line of credit,
Mr. Antonucci approached him and demanded that he pay $70,000 to
Mr. Antonucci in the form of interest-free loans.  Mr. Antonucci
only repaid $50,000 of the money.  Easy Wealth ultimately
defaulted on the fraudulently-obtained line of credit, causing a
loss to The Park Avenue Bank of $400,000.

                      The Oxygen Overdrafts

Mr. Antonucci also approved approximately $8.5 million worth of
overdrafts at The Park Avenue Bank to companies (the "Oxygen-
related entities") controlled by a co-conspirator (CC-1), who was
a close associate of Mr. Antonucci's.  Through the Oxygen-related
entities, CC-1 brought numerous deposit accounts to The Park
Avenue Bank, and submitted, or caused to be submitted,
applications for numerous loans from the bank.

On more than ten occasions in 2008 and 2009, Mr. Antonucci used
CC-1's private plane to fly for free to, among other places,
Florida, Panama, Arizona (so that Mr. Antonucci could attend the
Super Bowl), and Augusta, Ga. (so that Mr. Antonucci could attend
the Masters golf tournament).  All the while, Mr. Antonucci
approved over $8 million in overdrafts for the Oxygen-related
entities' various accounts at The Park Avenue Bank.  On one
occasion in 2009, when a check issued by an Oxygen-related entity
bounced, CC-1 communicated to Antonucci that he would not be
allowed to use CC-1's private plane.

                         The Fishkill Leases

Mr. Antonucci also arranged for The Park Avenue Bank to improve,
lease and pay expenses for properties he personally owned.  More
specifically, over a period of years, Mr. Antonucci had The Park
Avenue Bank spend more than $1 million to improve, lease, and pay
expenses for three properties in which he had an ownership
interest: 1042 Main Street, 2 Broad Street, and 48 Jackson Street,
all in Fishkill, N.Y.  Mr. Antonucci arranged for the bank to make
these payments even though it had no legitimate need for two of
the three properties.

              Fraud Against The NYSBD, FDIC, And TARP

In addition to the corrupt conduct outlined above, Mr. Antonucci
is also charged with using his position at The Park Avenue Bank to
defraud bank regulators by arranging a round-trip transaction
designed to deceive the NYSBD and FDIC into believing that Mr.
Antonucci himself had invested approximately $6.5 million in the
bank in an effort to improve its capital position.  In truth and
in fact, however, Mr. Antonucci had fraudulently borrowed from the
bank itself the funds that he purportedly invested.  More
specifically, at Mr. Antonucci's direction, The Park Avenue Bank
"loaned" funds totaling $6.5 million to entities with which Mr.
Antonucci had relationships; those entities transferred the $6.5
million to accounts controlled by Mr. Antonucci; and Mr. Antonucci
then re-deposited the $6.5 million into the bank -- claiming he
was investing his personal funds in order to recapitalize the bank
--in exchange for 308,349 shares of common stock, which
represented a 52 percent controlling interest in The Park Avenue
Bank's holding company.

In 2009, when the FDIC began investigating the source of the
purported $6.5 million capital infusion, Mr. Antonucci lied to
FDIC regulators about the true nature of the transaction. Mr.
Antonucci also provided regulators with documents purporting to
reflect that he obtained the $6.5 million from sales of stock, but
those sales were actually sham deals designed to disguise the fact
that the true source of the funds was The Park Avenue Bank itself.

Mr. Antonucci also used the $6.5 million round-trip transaction to
support an application for taxpayer rescue funds through TARP.
Once again, the bank's capital position was fraudulently
misrepresented on its TARP application.  Then, in telephone calls
to FDIC regulators reviewing the bank's TARP application,
Antonucci, in an effort to obtain more than $11 million in TARP
funds, again falsely represented that he had made a substantial,
personal capital contribution to The Park Avenue Bank.

Mr. Antonucci also lied to the public about the true nature of the
round-trip transaction.  In a Park Avenue Bank press release
issued Feb. 13, 2009, Mr. Antonucci was quoted as stating: "With
this new round of capitalization from management, our application
for additional capital from the Federal government's economic
stabilization programs [i.e., the TARP] as well as our formal
agreement with the regulators to assure stability, service, and
liquidity, The Park Avenue Bank is now well positioned to grow
strongly in the coming months."

When Mr. Antonucci was advised by the FDIC that it would not
recommend approval of The Park Avenue Bank's TARP application, he
withdrew the application voluntarily. During a subsequent
interview, Mr. Antonucci was quoted as claiming that the bank
withdrew its TARP application because of "issues" with the TARP,
and the desire to avoid "market perception" that "bad bank[s]"
take TARP money.  Mr. Antonucci also stated: "[I]n conjunction
with withdrawing the application, we are also putting additional
capital in.  The capital is coming primarily from myself and other
members of my board.  It is the insiders that are investing
capital into the bank, so the message to the depositors is that at
this point, I don't need TARP money, I don't necessarily want TARP
money, we are a strong bank, and management is committed to
putting capital in as it is needed."

             The Counterfeit Certificate Of Deposit

To conceal the $6.5 million round-trip transaction, Mr. Antonucci
created a counterfeit Certificate of Deposit (CD), in the amount
of $2.3 million, purportedly issued by The Park Avenue Bank. More
specifically, at Mr. Antonucci's direction, a portion of the $6.5
million borrowed from the Bank was first funneled through accounts
associated with U.S. Insurance Group (USIG).  USIG filed for
bankruptcy in April 2009, and at the time listed on its balance
sheets a $2.3 million loan from The Park Avenue Bank, which was,
in truth and in fact, simply a portion of the $6.5 million round-
trip transaction executed by Mr. Antonucci to defraud bank
regulators and the TARP.

To ensure that the sham nature of the round-trip transaction was
not discovered, Mr. Antonucci and his co-conspirators engaged in a
series of transactions designed to repay the outstanding
$2.3 million USIG loan using the funds of another bank depositor,
General Employment Enterprise, Inc. (GEE).  As part of these
transactions, and to hide them from GEE's auditors, Antonucci
caused the creation of a 90-day CD at The Park Avenue Bank which
purported to represent a $2.3 million investment by GEE.  In truth
and in fact, however, there was no CD, and the $2.3 million was
simply wire transferred from GEE's account into an account
controlled by Mr. Antonucci.  Mr. Antonucci in turn used the money
to pay off the outstanding USIG loan.  Later, when GEE's auditors
requested a certification from The Park Avenue Bank that the CD
existed, Mr. Antonucci fraudulently signed such a certification,
even though he knew that no CD in fact existed.

                   The Florida Investment Fraud Scheme

Mr. Antonucci also is charged with a scheme to defraud the pastors
of the Calvary Springs Chapel in Coral Springs, Fla., who were
interested in obtaining investment income for the construction of
a new church.  Mr. Antonucci's co-conspirator (CC-4) promised the
pastors that if they invested $103,940 in the purchase of a bond,
CC-4 would borrow up to four times that amount in foreign markets,
and pay the pastors back the maturity value of the bond --
$604,848 -- within two to three weeks.

CC-4 instructed the pastors to pay the $103,940 investment to an
account at The Park Avenue Bank held in the name of Park Avenue
Insurance.  That account was in fact owned by Mr. Antonucci.
After a series of misrepresentations by Mr. Antonucci and CC-4,
the pastors never received the promised $604,848 return, or the
return of their initial investment.  Instead, Mr.  Antonucci and
CC-4 simply divided the pastors' $103,940 investment between
themselves.

At approximately 5:00 PM on Friday, March 12, 2010, the NYSBD
seized the offices, branches, and assets of The Park Avenue Bank.
The FDIC was appointed receiver and will be administering the
assets of the bank so as to protect the interests of the
depositors.  The FDIC has arranged for the sale of The Park Avenue
Bank.

Mr. Antonucci, 59, was arrested at his home in Fishkill this
morning, and will be presented before a U.S. Magistrate Judge in
Manhattan later today.

"Charles Antonucci allegedly put his personal greed ahead of his
professional duty, deliberately and repeatedly deceived
regulators, and even attempted to obtain through fraud $11 million
in taxpayer rescue funds from the Troubled Asset Relief Program.
Regulators simply cannot do their job if financial institutions
obstruct them. Lying to financial regulators is the economic
equivalent of obstruction of justice.  This Office will continue
to work through President Obama's Financial Fraud Enforcement Task
Force with all of our agency partners to investigate and prosecute
corrupt professionals in the financial services industry," said
U.S. Attorney Preet Bharara.

"Today's charges against Charles Antonucci describe his blatant
attempt to steal more than $11 million of TARP funds through lies
and fraudulent conduct -- marking the first time that criminal
charges have been brought in connection with a direct attempt to
steal the taxpayers' investment in TARP," said SIGTARP Neil M.
Barofsky.  "This case should stand as a stark warning to would-be
wrongdoers that if you attempt to profit criminally from this
historic program, SIGTARP and its law enforcement partners will
work tirelessly to ensure that you will be caught, you will be
charged, and you will be brought to justice."

"This complex financial investigation, conducted by ICE's El
Dorado Task Force and our law enforcement partners, demonstrated
that Charles Mr. Antonucci enriched himself at the expense of the
bank he controlled, committed a fraud on the bank's regulators
and, perhaps most audaciously, attempted to defraud the American
taxpayers by lying in an attempt to obtain TARP funds," said ICE
Special Agent-in-Charge James T. Hayes, Jr.  "ICE, through its El
Dorado Task Force, will continue to work tirelessly to expose this
type of financial duplicity that poses a significant risk to the
stability of banks and other institutions that are of critical
importance as we attempt to recover from this recent economic
crisis."

"By discovering and substantiating this fraud, our bank examiners
and Criminal Investigations Bureau send the message to all
institutions that deception will be prosecuted," said Richard H.
Neiman, New York Superintendent of Banks and Member of the TARP
Congressional Oversight Panel.  "I am grateful to the U.S.
Attorney and our other federal partners in this outstanding
collaborative effort. As the first prosecution in the nation
against a financial institution for attempted abuse of the
taxpayers' TARP program, this effort is of particular importance
to me."

"The arrest highlights the need for continued support of the
investigations surrounding false representations by banking
institutions with the intention to defraud the FDIC, NYSBD, TARP,
investors and the public," said FBI Acting Assistant Director-in-
Charge George Venizelos.  "I commend the hard work and dedication
of everyone involved in this case and look forward to continued
collaboration with our law enforcement partners on this joint
venture."

"The Federal Deposit Insurance Corporation Office of Inspector
General is pleased to join the U.S. Attorney's Office for the
Southern District of New York and our law enforcement colleagues
in defending the integrity of the financial services industry,"
said FDIC Inspector General Jon T. Rymer.  "We are particularly
concerned when senior bank officials, who are in positions of
trust within their institutions, are alleged to be involved in
unlawful activity. By bringing perpetrators of bank fraud to
justice, we help maintain the safety and soundness of the banks
that the FDIC insures."

Mr. Bharara praised the investigative work of SIGTARP, ICE, the
NYSBD and its Criminal Investigations Bureau, the FBI, and the
FDIC-OIG.  Mr. Bharara also expressed his gratitude to the New
York County District Attorney's Office for its contribution to the
case.  Mr. Bharara added that the investigation is continuing.

This case was brought in coordination with President Barack
Obama's Financial Fraud Enforcement Task Force, on which Mr.
Bharara serves as Co-Chair of the Securities and Commodities Fraud
Working Group and Mr. Barofsky serves as Co-Chair of the Rescue
Fraud Working Group.  President Obama established the interagency
Financial Fraud Enforcement Task Force to wage an aggressive,
coordinated, and proactive effort to investigate and prosecute
financial crimes.  The task force includes representatives from a
broad range of federal agencies, regulatory authorities,
inspectors general, and state and local law enforcement who,
working together, bring to bear a powerful array of criminal and
civil enforcement resources.  The task force is working to improve
efforts across the federal executive branch, and with state and
local partners, to investigate and prosecute significant financial
crimes, ensure just and effective punishment for those who
perpetrate financial crimes, combat discrimination in the lending
and financial markets, and recover proceeds for victims of
financial crimes.

This matter is being handled by the office's Complex Frauds Unit.
Assistant U.S. Attorneys Lisa Zornberg and Zachary Feingold are in
charge of the prosecution.


PATRICK HACKETT: US Trustee Agrees to Withdraw Conversion Plea
--------------------------------------------------------------
Hackett's Stores, Inc., a holding of Seaway Valley Capital
Corporation, disclosed that Hackett's wholly owned subsidiary,
Patrick Hackett Hardware Company, has now heard from the United
States Trustee's office and has been told that the motion to
convert Patrick Hackett's Chapter 11 bankruptcy case to a Chapter
7 liquidation will be withdrawn at the March 23, 2010 hearing.

David Antonucci, counsel for Patrick Hackett Hardware Company in
the case, stated, "This is what we did expect but we are certainly
glad to have now heard it directly. And we would like to thank the
United States Trustee's office for communicating with us on the
matter." Herbert Becker, President and CEO of Patrick Hackett,
added, "This is great news, and we certainly will be sure to
comply with any information requests from the court in a timely
manner going forward.  We will now focus on presenting the court
with a plan for Patrick Hackett Hardware Company to emerge from
Chapter 11."

Hackett's Stores, Inc. is the parent company of Patrick Hackett
Hardware Company, WiseBuys Stores, Inc., and HIIO, Inc.  Patrick
Hackett Hardware Company has a wide variety of merchandise and
business lines, including full service hardware, consumer
electronics, equipment rental, brand name clothing, footwear,
sporting goods and gourmet foods.  HIIO, Inc., represents a
concept platform for a new specialty retailer focused on fashion
clothing and outerwear, footwear and selected gift items. There
are currently no HIIO or WiseBuys-branded stores open.

                      About Patrick Hackett

Hackett's Stores, Inc., is the parent company of Patrick Hackett
Hardware Company and HIIO, Inc.  Patrick Hackett Hardware Company
has a wide variety of merchandise and business lines, including a
full service hardware, consumer electronics, equipment rental,
brand name clothing, footwear, sporting goods and gourmet foods.
HIIO, Inc., represents a concept platform for a new specialty
retailer focused on fashion clothing and outerwear, footwear and
selected gift items.  There are currently no HIIO-branded stores
opened to date.

Based in New York, Patrick Hackett Hardware Company --
http://www.hackettsonline.com/-- began in 1830 as a hardware
store in upstate New York.  Hacketts now operates full-service
department stores and a specialty store, selling a full line of
clothes, consumer electronics, cell phones, shoes, housewares,
hardware and others.

Patrick Hackett filed for Chapter 11 on November 10, 2009 (Bankr.
N.D. N.Y Case No. 09-63135).  The Debtor disclosed less than
$10,000,000 in total asset

Hackett's Stores, Inc., whose shares trade currently on the Pink
Sheets, is not nor has ever been in bankruptcy or bankruptcy
protection."


PERRY COUNTY: Court Orders No Unsecured Creditors Committee
-----------------------------------------------------------
The Hon. Margaret A. Mahoney of the U.S. Bankruptcy Court for the
Southern District of Alabama ordered that no official committee of
unsecured creditors in Perry County Associates, LLC, is to be
appointed after being advised of the names of the 20 largest
unsecured creditors.

Atlanta, Georgia-based Perry County Associates, LLC, filed for
Chapter 11 bankruptcy protection on January 26, 2010 (Bankr. S.D.
Ala. Case No. 10-00277).  Jeffery J. Hartley, Esq., at Helmsing,
Leach, Herlon, Newman & Rouse, assists the Company in its
restructuring effort.  The Company listed $50,000,001 to
$100,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.

The Company's affiliate -- Perry Uniontown Ventures I, LLC --
filing a separate Chapter 11 bankruptcy petition.


PHILADELPHIA NEWSPAPERS: Seeks to Probe CIT Illegal Taping
----------------------------------------------------------
Rachel Feintzeig at Dow Jones' Daily Bankruptcy Review reports
that Philadelphia Newspapers is asking the Bankruptcy Court to
probe into allegations that lender CIT Group illegally tape-
recorded a meeting in the office of the Debtors' Chief Executive
Brian Tierney.

According to Ms. Feintzeig, Mr. Tierney says a felony was
committed that day in mid-November 2008.  Ms. Feintzeig, however,
notes several parties -- including a bankruptcy judge -- don't
seem to share his fervor over the incident.

The report recalls a judge last year denied the company's request
to hire a law firm to dig deeper into the matter, saying that
there was little chance the investigation would benefit the
bankruptcy estate.  Ms. Feintzeig says Philadelphia Newspapers'
most recent bid to kick off the investigation, filed earlier this
month, was met with strong resistance from lenders and unsecured
creditors.

The report says Mr. Tierney insists that despite appearances to
the contrary, the lenders know the taping a key issue in the case.
"They say it's a molehill," he says, according to the report. "But
they guard it like it's Fort Knox."

                   About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Mark K. Thomas, Esq., and Paul V.
Possinger, Esq., at PROSKAUER ROSE LLP in Chicago, Illinois; and
Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq.,
and Anne M. Aaronson, Esq., at DILWORTH PAXSON LLP, in
Philadelphia, Pennsylvania, serve as bankruptcy counsel.  The
Debtors' financial advisor is Jefferies & Company Inc.  The Garden
City Group, Inc., serves as claims and notice agent.

Ben Logan, Esq., at O'MELVENY & MYERS LLP in Los Angeles,
California; and Gary Schildhorn, Esq., at ECKERT SEAMANS CHERIN &
MELLOTT, LLC in Philadelphia, represent the Official Committee of
Unsecured Creditors.  Fred S. Hodara, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in
New York, represent the Steering Group of Prepetition Secured
Lenders.

Philadelphia Newspapers listed assets and debts of $100 million to
$500 million in its bankruptcy petition.


PNG VENTURES: Wins Confirmation of Reorganization Plan
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that PNG Ventures Inc. has
received the Bankruptcy Court's confirmation of its reorganization
plan.

According to the report, the Plan gives the first-lien creditor
$5.5 million cash, a new $9.8 million secured loan, and 66% of the
new stock in return for a $35.5 million claim.  In exchange for
financing the plan, lenders will receive a new four-year term loan
and 26.5% of the stock.  Unsecured creditors are receiving about
28% in cash plus 7.5% of the new stock.  Existing stock is
canceled.

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

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

PNG Ventures, Inc., produces, distributes, and sells liquefied
natural gas to customers within the transportation, industrial,
and municipal markets in the western United States and parts of
Mexico.  The Company sells substantially all of its LNG to fleet
customers, who typically own and operate their fueling stations.
The Company also sells a small volume of LNG to customers for non-
vehicle use.  The Company owns one public LNG fueling station from
which it sells LNG to numerous parties.  The Company produces LNG
at its liquefaction plant in Arizona, but also purchases, from
time to time, LNG supplies from third parties, typically on spot
contracts.  The Company sells LNG principally through supply
contracts that are normally on an index-plus basis, although it
also occasionally enters into fixed-price contracts.

The Company is headquartered in Dallas, Texas.  The LNG business
conducts its operations principally in Arizona and California.
Through the Company's LNG business, the Company offers turnkey
fuel solutions to its customers, including clean LNG fuel (99%
methane gas) and delivery, equipment storage, fuel dispensing
equipment and fuel loading facilities.

PNG Ventures and its affiliates filed for Chapter 11 on
September 10, 2009 (Bankr. D. Del. Case No. 09-13162).  Attorneys
at Fox Rothschild LLP represent the Debtors in their restructuring
effort.  Logan & Co. serves as claims and notice agent.


PRIME GROUP: Board Suspends Series B Preferred Dividends
--------------------------------------------------------
Prime Group Realty Trust's Board of Trustees determined not to
declare a quarterly distribution on its Series B Preferred Shares
for the first quarter of 2010, and that the Board is unable to
determine when the Company might recommence distributions on the
Series B Preferred Shares.  The Board is also in the process of
considering various financing, capitalization, asset sales and
other alternatives for the Company.

The Board's decision was based on the Company's current capital
resources and liquidity needs and the overall negative state of
the economy and capital markets.  The Board intends to review the
suspension of the Series B Preferred distributions periodically
based on the Board's ongoing review of the Company's financial
results, capital resources and liquidity needs, and the condition
of the economy and capital markets.  The Company can give no
assurances that distributions on the Company's Series B Preferred
Shares will be resumed, or that any financing, capitalization,
asset sales or other alternatives will be satisfactorily
concluded.

On March 2, 2010, the Company disclosed that the two of its
subsidiaries that own portions of the Continental Towers Complex
in Rolling Meadows, Illinois were in default on their respective
mortgage loans that encumber the property.  On March 5, 2010,
these two subsidiaries and the Company's operating partnership,
Prime Group Realty, L.P., received notices from the lender that
the lender was accelerating the maturity date of the loans and
demanding payment of all amounts due under the loans.

The Company's subsidiaries which are the borrowers under the loans
are currently in discussions with the Lender regarding the loans,
including the possibility of a deed in lieu of foreclosure
transaction with the lender and other related matters.

Pursuant to the terms of each loan, the loans are non-recourse to
their respective borrowers, subject to customary non-recourse
carve-outs, including but not limited to, certain environmental
matters, fraud, waste, misapplication of funds, various special
purpose entity covenants, the filing of a voluntary bankruptcy and
other similar matters, which non-recourse carve-outs have been
guaranteed by PGRLP.  The Company is currently not aware of the
occurrence of any event that would constitute a non-recourse
carve-out on either loan.

                  About Prime Group Realty Trust

Based in Chicago, Illinois, Prime Group Realty Trust (NYSE:
PGEPRB) -- http://www.pgrt.com/-- is a fully-integrated, self-
administered, and self-managed real estate investment trust which
owns, manages, leases, develops, and redevelops office and
industrial real estate, primarily in metropolitan Chicago. The
Company currently owns 7 office properties containing an aggregate
of roughly 3.2 million net rentable square feet and a joint
venture interest in one office property comprised of roughly
101,000 net rentable square feet.  The Company leases and manages
roughly 3.2 million square feet comprising all of its wholly owned
properties.  In addition, the Company is the asset and development
manager for an roughly 1.1 million square foot office building
located at 1407 Broadway Avenue in New York.

                            *     *     *

As reported by the Troubled Company Reporter on December 15, 2009,
Prime Group Realty Trust said the Company's Board of Trustees has
determined not to declare a quarterly distribution on its Series B
Preferred Shares for the fourth quarter of 2009, and that the
Board is unable to determine when the Company might recommence
distributions on the Series B Preferred Shares.

According to the Troubled Company Reporter on March 3, 2010, Two
of Prime Group Realty Trust's subsidiaries, each of which own
separate portions of the Continental Towers Complex in Rolling
Meadows, Illinois, are in default under their first mortgage loans
encumbering the Complex. Continental Towers, L.L.C., a subsidiary
of the Company, is the owner of Tower I, Tower III and the
Commercium at the Continental Towers Complex.  The CT Property is
encumbered by a first mortgage loan from CWCapital LLC in the
principal amount of $73.6 million.


PTC ALLIANCE: Obtains Court Authority to Proceed with Sale Auction
-----------------------------------------------------------------
PTC Alliance has obtained court approval to conduct an auction for
the sale of substantially all of the company's assets in the U.S.
and the stock of its non-debtor German subsidiary, Wiederholt
GmbH.

Bids must be submitted by March 29, under the terms of the order
signed March 10 by the Honorable Christopher S. Sontchi of the
U.S. Bankruptcy Court for the District of Delaware.  Qualified
bidders that submit a bid to purchase any of the debtor's assets
will be eligible to participate in an auction on April 5.  The
auction will be held at the offices of DLA Piper LLP US in New
York.

The Bankruptcy Court will consider approval of the sale to the
highest and best bidder at a hearing scheduled for April 12. Black
Diamond Capital Management LLC has agreed to continue providing
debtor-in-possession financing during this process.

"PTC Alliance continues to progress towards a successful
conclusion of our restructuring," said Peter Whiting, the
company's Chairman and Chief Executive Officer.  "We remain
committed to conducting business as usual and serving all of the
needs of our customers throughout this process.  We have paid, and
will continue to pay, all of our suppliers in full for goods and
services provided since the Oct. 1, 2009 filing date."

                       About PTC Alliance

Headquartered in Wexford, Pennsylvania, PTC Alliance Corp. makes
welded and cold drawn mechanical steel tubing and tubular shapes,
chrome-plated bar products and precision components.  The Company
and its affiliates filed for Chapter 11 protection on October 1,
2009 (Bankr. D. Del. Lead Case No. 09-13395).  The Debtors
selected Reed Smith LLP as their counsel.  PTC Alliance listed
assets between $50 million and $100 million, and debts between
$100 million and $500 million in its petition.


PULTE HOMES: Moody's Gives Positive Outlook; Affirms 'B1' Rating
----------------------------------------------------------------
Moody's Investors Service revised the ratings outlook for Pulte
Homes, Inc., to positive from stable and affirmed existing
ratings, including the company's corporate family, probability of
default, and senior notes' rating of B1 and the speculative grade
liquidity rating of SGL-2.

The change in ratings outlook to positive reflects the
considerable financial flexibility that the company's robust
liquidity will now afford it.  This includes its being able to
comply fairly easily with financial covenants or being able to
operate quite comfortably without a revolver if need be,
regardless of its impairment experience in coming quarters.  In
addition, as Pulte's fourth quarter that ended December 31, 2009
illustrated, Centex's concentration in the first-time homebuyer
market will help Pulte increase its deliveries and begin to
improve what have been substandard gross margins.

The B1 corporate family rating balances Pulte's large cash
position and track record of positive cash flow generation against
the challenges the company will face to generate increasing
proportions of cash flow from profitable operations going forward,
given the company's large land position, lower-than-industry
average gross margins, uncharacteristically high debt leverage,
and ongoing operating losses.  Should the economic recovery stall,
Pulte's large land and debt positions could be a drag on operating
performance for some time as compared to some of its homebuilding
peers that have less land and lower debt leverage.

At the same time, while Moody's expects Pulte's cash flow
(excluding tax refunds) to weaken in 2010 and in 2011 due to
reduced inventory liquidation, Moody's anticipate this to be
partially offset by a gradually improving operating environment
that should allow the company to narrow its pre-impairment
operating losses and ultimately generate positive earnings.  In
addition, the ratings acknowledge that Pulte's liquidity position
allows it the flexibility to begin investing cash back into the
business and to focus on margin improvement, while its large land
position ensures that it will not be forced to bid aggressively on
assets in order to replenish a depleted lot supply.  Finally, the
company's merger with Centex significantly improved its access to
new markets and broadened its product offerings, particularly in
the starter and first-time move up homes segment.

Going forward, the ratings could be raised if the company turned
profitable on a sustained basis and if its key credit metrics,
including debt leverage and gross margins, improved to less than
50% and greater than 16%, respectively, while at the same time the
company was able to maintain a strong liquidity position.

The outlook could be revised back to stable if the company
jeopardized its strong liquidity position by engaging in large
land purchases or substantial share buy-backs, experienced a
material erosion in its pre-impairment operating performance, or
allowed its debt leverage to increase to above 60% on an adjusted
basis.

These ratings were affirmed:

* B1 corporate family rating;
* B1 probability of default rating;
* B1 senior notes rating (LGD 4, 52%); and
* SGL-2 speculative grade liquidity rating.

All of the homebuilding debt of both Pulte Homes, Inc. and Centex
Corporation is guaranteed by the principal operating subsidiaries
of both Pulte and Centex.

Moody's last rating action on Pulte Homes occurred on August 27,
2009, when the company's corporate family rating was lowered to B1
from Ba3, following its acquisition of Centex Corporation.

Founded in 1950 and headquartered in Bloomfield Hills, Michigan,
Pulte Homes, Inc., is one of the country's two largest
homebuilders, with total revenues and consolidated net income for
the trailing 12-month period ended December 31, 2009, of
approximately $4.0 billion and $(1.2 billion), respectively.


RECKSON OPERATING: S&P Assigns 'BB+' Rating on $250 Mil. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
the $250 million 7.75% senior notes due 2020 jointly and severally
issued by Reckson Operating Partnership L.P., SL Green Realty
Corp., and SL Green Operating Partnership L.P.  S&P also assigned
its 'BB+' credit rating to SL Green and SL Green OP.  At the same
time, S&P assigned its '3' recovery rating to the notes,
indicating its expectation for a meaningful (50%-70%) recovery for
unsecured senior noteholders in the event of a payment default.

SL Green, parent of Reckson and SL Green OP, intends to use the
net proceeds from the note sale predominantly to purchase recently
tendered notes.  On March 11, 2010, the company commenced a tender
offer to purchase up to $250 million aggregate principal amount of
SL Green OP's outstanding 3.000% exchangeable senior notes due
2027, and Reckson's outstanding 4.000% exchangeable senior
debentures due 2025, 5.150% notes due 2011, and 5.875% notes due
2014.

S&P's stable outlook anticipates that Reckson will ultimately
refinance its credit facility debt with more costly longer-term
capital.  However, further deleveraging, along with incremental
revenue from accretive investments, should somewhat temper the
potential erosion of debt coverage.


RECTICEL NORTH AMERICA: Plan Set for April 9 Confirmation Hearing
-----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Recticel North
America Inc. and affiliate Recticel Interiors North America LLC
received approval of the disclosure statement explaining their
reorganization plan.

The Debtors will present their plan for confirmation at a hearing
scheduled for April 9.

All creditors are expected to recover 100% recovery on their
claims pursuant to the plan.  However, general unsecured creditors
of Recticel N.A. and Recticel Interiors N.A. are still considered
as impaired and will vote on the Plan because they would not
receive any interest on their claims.  Secured claims would
receive "payment in full in cash, delivery of the respective
secured creditor's collateral, or other treatment that renders the
claim unimpaired," all priority and unsecured claims would be paid
in full in cash, and intercompany loans and equity interests would
be retained.

As reported by the Troubled Company Reporter on November 3, 2009,
Recticel NA and Recticel Interiors were unable to renegotiate
supply contracts with Johnson Controls Inc. and Inteva Products
LLC, Recticel Interiors' two largest customers.  Combined, the two
customers comprised roughly 80% of Recticel Interiors NA's sales
(both are tier one suppliers to Mercedes-Benz) as of the company's
petition date.

The hearing for approval of the adequacy of the information in the
Disclosure Statement is scheduled for March 10.  Plan voting will
begin as soon as Disclosure Statement approval is obtained.
Confirmation hearing is tentatively scheduled for April 4.

According to netDockets, during the course of the bankruptcy
cases, Recticel Interiors reached settlements with both Johnson
Controls and Inteva Products and is now seeking approval of those
settlement agreements and assumption of the pre-petition
agreements at a February 24, 2010 hearing.  netDockets also
relates Recticel Interiors also reached a settlement with a third
customer, Consolidated Metco, Inc., after seeking to reject its
contract.  All three settlements would serve to modify pricing
terms with respect to the products sold by Recticel Interiors
(with respect to ConMet, the primary economic change is "the
offset by ConMet of the increased freight costs incurred by
[Recticel Interiors] to ship parts from its Michigan plant to
ConMet's facility in Bryson City, North Carolina").

                 About Recticel North America

Brussels-based Recticel SA (NYSE Euronext: REC) ---
http://www.recticel.com/-- makes and sells foam filling for
automobiles.

Two units of Recticel -- Recticel North America, Inc., and
Recticel Interiors North America, LLC -- filed for Chapter 11 on
Oct. 29, 2009 (Bankr. E.D. Mich. Case No. 09-73411).

RINA makes and sell interior trim for cars in the United States
and RUNA operates in the manufacture of Colo-fast light-stable
polyurethane compounds, which are used by RINA.  RINA and RUNA
have 250 employees.

Together, the Auburn Hills, Michigan-based companies reported
revenue of $69.6 million in 2008 and $28.3 million for the first
nine months of 2009. Combined assets are $13.9 million, with
combined debt totaling $105.9 million.

The case is In re Recticel North America Inc., 09-73411,
U.S. Bankruptcy Court, Eastern District Michigan (Detroit).


REFCO INC: Plan Administrators Want to Destroy Records
------------------------------------------------------
The plan administrators of Refco Inc. and certain of its
subsidiaries, and Refco Capital Markets, Ltd. seek the Court's
authority to destroy and discard approximately 5,100 boxes of
historical records maintained in storage.

Pursuant to the Modified Joint Chapter 11 Plan of Refco Inc. and
its subsidiaries, RJM LLC was appointed as the Plan administrator
for the Debtors, and Marc S. Kirschner for RCM.  The Plan
Administrators were authorized and directed to liquidate the
assets of the estates of Refco Inc., RCM, and their affiliates.

As provider of execution, clearing and prime brokerage services
in the fixed income and foreign exchange markets, Refco Inc.
generated high volumes of documents, many thousands of which
existed in hard copy form as of the Petition Date, Jared R.
Clark, Esq., at Bingham McCutchen LLP, in New York, relates.

According to Mr. Clark, more than 135,000 boxes belonging to the
Refco entities located at various offices and storage facilities
throughout the country were indexed and packed.  The boxes
containing the records are stored in various off-site facilities,
primarily in Illinois, New York and Bermuda.  The vast majority
of the records are records of Refco LLC or predecessor futures
commission merchants acquired by Refco LLC.

Mr. Clark relates that a searchable database of documents was
developed to identify boxes of documents that no longer need to
be retained.  The Stored Records that the Plan Administrators
intend to destroy consist of:

  (a) 2,611 boxes of documents that were sent to storage
      sufficiently long ago and are no longer required to be
      maintained under applicable law, and contain old order
      tickets, customer and exchange trading data, back office
      work, and similar documents;

  (b) 2,503 boxes of records for which the Debtors have a
      description of the box contents, and as to which the boxes
      either (i) were sent to storage sufficiently long ago that
      they are no longer required to be maintained under
      applicable law, or (ii) contain records that appear not to
      be required to be maintained, including old office
      supplies and non-customer records; and

  (c) nine boxes of records for which the Plan Administrators do
      not have content descriptions, but for which the Plan
      Administrators have determined that the contents were sent
      to storage sufficiently long ago that they are no longer
      required to be maintained.

Due to its voluminous nature, the actual list of the Records has
not been filed with the Court but is available upon request from
the Plan Administrators, Mr. Clark notes.

Based on storage dates that date back more than six years or
descriptions of the box contents, the Plan Administrators
determined the Stored Records are now no longer required to be
maintained and do not appear to be relevant to any ongoing
investigation or litigation involving claims by or against the
Debtors or RCM, or the Litigation Trust or the Private Actions
Trust established pursuant to the Plan, according to Mr. Clark.

Thus, Mr. Clark says, continuing to maintain the Stored Records
is "burdensome" because the estates, as it incurs significant
storage and administrative costs that no longer are necessary for
the liquidation of the Debtors and RCM Estates as contemplated by
the Plan.  Disposing the Stored Records will achieve significant
cost savings for the Debtors and RCM.

The Plan Administrators are not proposing and do not intend to
abandon or destroy any records of the estates of the Reorganized
Debtors and RCM that, based on box descriptions, may be relevant
to pending litigation or investigations, or that are required to
be maintained under any applicable law, Mr. Clark adds.

To date, the LLC trustee has sought and obtained authorization
from the Court to destroy approximately 125,000 boxes of
documents.

Mr. Clark tells Judge Drain that the Plan Administrators have
submitted a list of the boxes of Stored Records to the United
States Trustee and the Office of the United States Attorney for
the Southern District of New York, and both have stated that they
take no position as to the destruction of the Stored Records.

                   Refco MDL Defendants React

Guy Castranova, Derivatives Portfolio Management LLC, DPM-Mellon,
LLC, Derivatives Portfolio Management, Ltd., DPM-Mellon, Ltd.,
and The Bank of New York Mellon Corporation -- or the DPM
Defendants -- and Robert Aaron ask the Court to deny, in part,
the Plan Administrators' request.  The Objecting Parties are
defendants in an action consolidated in In re Refco Securities
Litigation, MDL 1902, currently pending in the U.S. District
Court for the Southern District of New York.

Eduardo J. Glas, Esq., at McCarter & English, LLP, in New York,
relates that on March 5, 2008, the Joint Official Liquidators for
the SPhinX Funds, among others, commenced the "Krys Actions,"
consisting of (i) Krys, et al. v. Aaron, et al., in New Jersey,
and (ii) Krys, et al. v. Sugrue, et al., in New York.  The DPM
Defendants and Mr. Aaron are defendants in the New Jersey Action.
Both of the Krys Actions arise out of hundreds of millions of
dollars in alleged losses suffered by hedge funds known as the
SPhinX Funds and their investment manager, PlusFunds Group, Inc.,
following the discovery of a massive fraud perpetrated by Refco,
Inc. as the hedge fund's broker.

The Krys Plaintiffs sued DPM-Mellon as the edge fund
administrator; the Bank of New York Mellon as the corporate
parent; and Messrs. Aaron and Castranova, as former officers of
DPM-Mellon.  The Krys Actions were removed to the New York
District Court as part of Refco MDL Litigation, currently pending
before the Honorable Jed S. Rakoff.  The Refco MDL consists of
numerous cases arising from:

  * the collapse of Refco and sharing allegations related to
    purported misstatements and omissions in Refco's financial
    statements;

  * the supposed harm caused to Refco and its creditors from the
    leveraged buy-out of Refco in 2004; and

  * the company's initial public offering in 2005, and Refco's
    subsequent insolvency and ultimate liquidation.

RCM records from 2002, or possibly earlier, are germane to issues
in Krys, et al. v. Aaron, et al., No. 08-7416, which directly
involves certain transfer of funds.  Therefore, any
communications regarding those transfers are potentially
relevant, Mr. Glas avers.

Mr. Glas specifies that the descriptions of these Boxes suggest
that they contain information relevant to the Krys Actions:

  -- FX credit lines, from the Refco Securities business unit,
     put in storage November 17, 2003, dated February 1, 2003 to
     June 30, 2003; and

  -- NDF /RCM FX Confirms, from the RCM business unit, put in
     storage February 26, 2004, dated March 10, 2003 to
     August 11, 2003.

The List, according to Mr. Glas, also contains general
descriptions as "RCM," "letters," and "Mayer Brown," that may be
relevant to the Krys Actions.  While certain other descriptions
of the Boxes are general and do not appear to contain documents
relevant to the Krys Actions, determination cannot be made with
any certainty without examination of the contents of the Boxes,
Mr. Glas tells the Court.

The DPM Defendants and Mr. Aaron do not object to the destruction
of the Boxes that contain simply trade tickets or items generated
before 2001, Mr. Glas clarifies.

Thus, in order to effectively protect the rights of the DPM
Defendants to the vital information that may be contained in the
Boxes, the DPM Defendants and Mr. Aaron ask the Court to require
the Plan Administrators to:

  (1) provide the DPM Defendants with a list describing the
      contents of the Boxes in greater detail; and

  (2) prohibit the disposal or destruction of the Boxes that may
      contain information relevant to the Krys Actions, and
      remain subject to subpoena for further documents and
      testimony as needed in the MDL proceedings.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: Court OKs Abandonment of Unsold Securities
-----------------------------------------------------
Bankruptcy Judge Robert Drain authorized Marc S. Kirschner, as
Plan Administrator of the estate of Refco Capital Markets, Ltd.,
to abandon these unsold equity securities held in custody accounts
at JPMorgan Chase (US) and CIBC Mellon (Canada):

  Security Name                 CUSIP             Units/Number
  -------------                 -----             ------------
  Silvio Ventures               828541102              9,516
  Smartcardesolution.Com Ltd    81370H102              1,000
  Noise Media Inc.              65527P101            351,000
  Galaxy Online                 36318D102             20,000
  Mispec Resources Inc.         604902106          1,061,300
  Remworks Inc.                 759652100             34,000
  Dynasty Components Inc.       267929107            140,000
  NTI-Resources Ltd             G66795108          9,873,100

The Court directed CIBC to transfer all of the Unsold Securities
to one or more accounts designated to hold abandoned property and
thereafter manage and dispose the Unsold Securities in a manner
consistent with policies, regulations and laws.  CIBC will close
all of the Custody Accounts in its name.

Neither RCM, the RCM estate, the RCM Plan Administrator, nor CIBC
or its affiliates, will have any liability for fees, costs or
other amounts owing with respect to any Custody Accounts or the
Unsold Securities, in each case accruing from and after, or
accrued but unpaid, as of February 24, 2010.

Deposits, if any, held in connection with any Custody Accounts at
CIBC will be returned to the RCM estate.  The Court's order will
be without prejudice to the RCM Plan Administrator's rights.

The Court directed the RCM Plan Administrator to serve a copy of
the Order on (i) the Office of the United States Trustee, (ii)
the Custodians, (iii) counsel of record to parties in litigation
with the RCM estate, the Litigation Trust or the Private Actions
Trust established pursuant to the Plan, (iv) the Securities and
Exchange Commission, (v) the Department of Justice, and (vi)
those persons who filed a notice of appearance in the Debtors'
cases.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: RCM Trustee Gets OK to Distribute from 502(H) Reserve
----------------------------------------------------------------
Marc S. Kirschner, in his capacity as plan administrator of the
estate of Refco Capital Markets Ltd., obtained the Court's
permission to distribute certain proceeds held in the 502(h)
Special Reserve in accordance with his interpretation of the
Modified Joint Chapter 11 Plan of Refco Inc. and certain of its
subsidiaries.

Among the key components of the Plan is a complete incorporation
of the terms of the RCM Settlement Agreement, which, at its core,
establishes a structure for distributing the assets of RCM
between the holders of RCM Securities Customer Claims and the
holders of RCM FX/Unsecured Claims, each as defined in the Plan.
Unfortunately, the RCM Settlement Agreement provisions have
become "cumbersome and antiquated" in the context of the
bankruptcy cases, Mark W. Deveno, Esq., at Bingham McCutchen LLP,
in New York, relates.

Mr. Deveno specifies that in the event 502(h) Claims arise, the
RCM Settlement Agreement outlines a "time-consuming, expensive
and complex process" by which the claimant parties to the
Agreement may propose distribution mechanics for the related
preference recoveries, agree to distribution mechanics and, in
the absence of agreement, commence arbitration regarding those
mechanics.

However, many of the parties to the RCM Settlement Agreement are
no longer active participants in the bankruptcy cases, as many
have sold their claims.  Moreover, those who remain relatively
active participants are not economically incented to take the
time, incur the expense, analyze and, if necessary, arbitrate
over their pro rata shares of $3 million, according to Mr.
Deveno.

As of February 2010, the RCM Plan Administrator has distributed
approximately $2.645 billion to the holders of RCM Securities
Customer Claims and approximately $447.4 million to the holders of
RCM FX/Unsecured Claims -- roughly 94.67% and 52.74% of the total
allowed amount of those Claims.

Mr. Deveno tells Judge Drain that the RCM Plan Administrator has
worked to settle most preference actions in a manner that has not
resulted in corresponding 502(h) claims against the RCM estate.
Despite those efforts, however, two preference settlements in the
amounts of $12,900,000 and $17,500,000 have resulted in 502(h)
claims against RCM, each of which constituting an RCM
FX/Unsecured Claim.  In the case of these two "gross" preference
settlements, the RCM Plan Administrator believes he has achieved
better aggregate recoveries for the estate than would have been
the case had the two settlements been achieved on a "net" basis,
Mr. Deveno says.

A remaining issue, however, is the manner in which the RCM Plan
Administrator will distribute approximately $3 million -- that
is, how the RCM Plan Administrator will distribute less than
.00097% of the distributions to be made by the RCM Plan
Administrator in the bankruptcy cases.  Hence, in the interim
distributions to allowed claims, the RCM Plan Administrator has
indicated that he would continue to maintain the 502(h) Special
Reserve, Mr. Deveno notes.

Accordingly, the RCM Plan Administrator proposes a mechanism for
distributing the 502(h) Special Reserve and provides the Court as
a forum for holders of RCM Securities Customer Claims and/or
holders of RCM FX/Unsecured Claims to articulate alternative
views, if any.

The Plan Administrator is noted to have attached an exhibit on
the proposed distribution mechanism to its Distribution Motion.
However, the exhibit has not been made public in the Court
dockets.

Mr. Deveno emphasizes that the RCM Plan Administrator's proposed
approach will result in the same outcome as contemplated by the
RCM Settlement Agreement's 502(h) provisions.  In addition, he
maintains that it is appropriate to distribute the preference
recoveries in a manner that:

  -- preserves for the holders of RCM Securities Customer Claims
     the amount of additional property that would have been
     available to them had the preference settlements been
     achieved on a net basis; and

  -- provides to the holders of RCM FX/Unsecured Claims the
     benefits obtained by having settled the applicable
     preference actions on a gross basis.

Although the RCM Plan Administrator's proposed mechanism results
in a greater pool of Additional Property being made available to
the holders of RCM FX/Unsecured Claims, the impact on recovery
percentages for each holder of an RCM FX/Unsecured Claim are
"minimal" because the aggregate pool of holders of RCM
FX/Unsecured Claims has increased to include the two 502(h)
Claims stemming from the preference settlements.  Hence, the
holders of RCM FX/Unsecured Claims must share Additional Property
with a larger pool of aggregate claimants.

More importantly, pursuant to Section 7(e) of the RCM Settlement
Agreement, in the event any 502(h) claim increases the allowed
pool of RCM FX/Unsecured Claims, the holders of a supermajority
of those claims were permitted to propose a methodology for
distributions and to submit the matter to arbitration if no
agreement on those methodologies could be reached.

The RCM Plan Administrator has consulted with, and obtained
support for its request from, the Plan Committee appointed in the
bankruptcy cases composed of holders of approximately 27% of the
allowed RCM Securities Customer Claims and approximately 14% of
the allowed RCM FX/Unsecured Claims, Mr. Deveno notes.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REMEDIAL CYPRUS: Names Clarkson Offshore to Oversee Auction
-----------------------------------------------------------
Remedial (Cyprus) PCL has named Clarkson Offshore to manage the
sale and auction process for substantially all of its assets,
according to Marine Log.

The report says bids for the Company's assets must filed by
April 9, 2010.  A sale hearing is scheduled for April 22.  The
assets will be offered for sale as one complete project.  The
assets include:

   * the Remedial ESV Solution at Cosco Shipyards in Qidong, China
     and due for delivery in April, the Remedial ESV Guardian at
     Yantai Raffles Shipyard in Yantai, China and due for delivery
     later in 2010;

   * two workover rigs each to be deployed on an ESV once
     completed, located at Advanced Rig Services yard near
     Houston, Texas;

   * equipment and spare parts to be used for the ESVs and other
     equipment purchased by Remedial in anticipation of
     constructing additional vessels; and

   * shares in the operating subsidiary, Remedial Offshore
     Limited.

                      About Remedial (Cyprus)

Based in Limassol, Cyprus, Remedial (Cyprus) Public Company owns
and operates self-propelled jack up rigs called Elevating Support
Vessels. The vessels facilitate offshore well intervention
activities and work-over services.

Remedial (Cyprus) Public Company Ltd. -- dba Brufani
Shipmanagement Limited and Remedial Cyprus Limited -- filed for
Chapter 11 bankruptcy protection on February 17, 2010 (Bankr.
S.D.N.Y. Case No. 10-10782).  Kenneth A. Rosen, Esq., at
Lowenstein Sandler, P.C., assists the Company in its restructuring
effort.  The Company estimated its assets and debts at
US$100,000,001 to US$500,000,000.


RENAISSANT LAFAYETTE: Can Use Amalgamated's Cash Until April 5
--------------------------------------------------------------
The Hon. Pamela Pepper of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin, in a March 3, 2010, status hearing,
extended Renaissant Lafayette, LLC's access to Amalgamated Bank's
cash collateral April 5, 2010.  The Court said it will look for
the third interim order in the near future.

Amalgamated Bank is the Trustee of Longview Ultra Construction
Loan Investment Fund fka Longview Ultra 1 Construction Loan
Investment Fund.

The Debtor related that Amalgamated Bank consented to the Debtor's
continued use of cash collateral.

The Court did not schedule another hearing date, indicating that
it would await word from the parties as to when they next needed a
hearing, and for what purpose.

Oak Brook, Illinois-based Renaissant Lafayette LLC is the owner of
a 280-unit luxury condominium development in Milwaukee named Park
Lafayette.  The project is at the intersection of North Prospect
Avenue and Lafayette Place in Milwaukee.  So far, 39 units were
sold.

The Company filed for Chapter 11 bankruptcy protection on December
23, 2009 (Bankr. E.D. Wis. Case No. 09-38166).  Forrest B.
Lammiman, Esq., at Meltzer, Purtill & Stelle LLC, assists the
Company in its restructuring effort.  The Company listed
$50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.


RICHARD BRUNSMAN: Files Schedules of Assets & Liabilities
---------------------------------------------------------
Richard T. Brunsman, Jr., has filed with the U.S. Bankruptcy Court
for the Southern District of Ohio his schedules of assets and
liabilities, disclosing:

     Name of Schedule           Assets          Liabilities
     ----------------           ------          -----------
A. Real Property              $4,385,000
B. Personal Property         $24,346,131
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                               $16,100,658
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $36,629,554
                             -----------         -----------
TOTAL                        $28,731,131         $52,730,212

North Bend, Ohio-based Richard T. Brunsman, Jr., owns real estate,
real estate development entities, computer technology entities,
aviation businesses, and personal property assets.  The Debtor
filed for Chapter 11 bankruptcy protection on March 5, 2010
(Bankr. S.D. Ohio Case No. 10-11371).  Charles M. Meyer, Esq., at
Santen & Hughes, assists the Debtor in his restructuring effort.
According to the schedules, the Debtor has assets of $28,731,131,
and total debts of $52,730,212.


RICHARD BRUNSMAN: Taps Santen & Hughes as Bankruptcy Counsel
------------------------------------------------------------
Richard T. Brunsman, Jr., has asked for permission from the U.S.
Bankruptcy Court for the Southern District of Ohio to employ
Santen & Hughes, LPA, as bankruptcy counsel.

Santen & Hughes will, among other things:

     (a) take necessary action to protect and preserve Debtor's
         estate, including the prosecution of actions on Debtor's
         behalf, the defense of any actions commenced against
         Debtor, negotiations concerning all litigation in which
         Debtor is involved, and objecting to claims filed against
         The estate;

     (b) prepare motions, applications, answers, orders, reports,
         on behalf of Debtors, all necessary pleadings, notices,
         schedules and other documents in connection with the
         administration of the estate;

     (c) negotiate and assist the Debtor in preparing a plan of
         reorganization, and all related documents; and

     (d) advise the Debtor of his rights, powers and duties as a
         Debtor and Debtor-In-Possession while continuing to
         operate and manage his assets.

Charles M. Meyer, a partner at Santen & Hughes, says that the firm
will be paid based on the hourly rates of its personnel:

         Charles M. Meyer               $360
         Deepak K. Desai                $250

Mr. Meyer assures the Court that Santen & Hughes is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

North Bend, Ohio-based Richard T. Brunsman, Jr., owns real estate,
real estate development entities, computer technology entities,
aviation businesses, and personal property assets.  The Debtor
filed for Chapter 11 bankruptcy protection on March 5, 2010
(Bankr. S.D. Ohio Case No. 10-11371).  Charles M. Meyer, Esq., at
Santen & Hughes, assists the Debtor in his restructuring effort.
According to the schedules, the Debtor has assets of $28,731,131,
and total debts of $52,730,212.


RICHARD HINDIN: Wants Until June 25 to File Reorganization Plan
---------------------------------------------------------------
Richard J. Hindin asks the U.S. Bankruptcy Court for the Eastern
District of Virginia to extend its exclusive periods to file a
plan of reorganization from March 26, 2010, until June 25, 2010;
and to solicit acceptances of the proposed plan from May 26, 2010,
until August 24, 2010.

The Debtor relates that it is in the process of drafting a plan.

The Debtor proposed a hearing on the requested exclusivity
extension on April 6, 2010, at 11:00 a.m. at the Bankruptcy Court,
Courtroom I, 200 S. Washington Street, Alexandria, Virginia.
Objections, if any, are due on March 30, 2010.

McLean, Virginia-based Richard J. Hindin filed for Chapter 11 on
November 27, 2009 (Bankr. E.D. Va. Case No. 09-19741.)  Stephen W.
Nichols, Esq. at Cooter, Mangold, Deckelbaum & Karas, LLP
represents the Debtor in his restructuring effort.  In his
petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


ROCKIES EXPRESS: Moody's Cuts Senior Unsec. Note Rating to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service moved Rockies Express Pipeline LLC's
(REX) senior unsecured note rating to Ba1 from Baa3.  The rating
affects REX's unguaranteed $1.3 billion three tranche senior
unsecured notes maturing 2013 ($500 million), 2018 ($550 million),
and 2038 ($250 million).  This completes a review for downgrade
initiated February 25, 2010.  Moody's also assigned a Loss Given
Default Rating of LGD 4; 55% to the Ba1 notes, a Ba1 Corporate
Family Rating, and a Ba1 Probability of Default Rating.  Moody's
affirmed REX's Baa2 rating on its partner guaranteed approximately
$2 billion construction loan bank credit facility that matures
April 28, 2011.  Year-end 2009 borrowings under that facility
totaled $1.673 billion.  The rating outlook is stable.

REX is owned by subsidiaries of Kinder Morgan Energy Partners,
L.P. (Baa2; negative outlook), Sempra Energy (Baa1; stable) and
ConocoPhillips (A1; stable).  KMP owns 50% of REX and operates the
line.  Sempra and ConocoPhillips each own 25%.

The downgrade reflects the partners' decision to proceed with
establishing REX's standalone debt structure at a level of non-
amortizing debt that renders sustained leverage higher than
Moody's believe is compatible with an investment grade rating.
With REX's construction largely complete, Moody's anticipate that
in 2010 REX will issue approximately $1.7 billion of senior
unsecured bonds to retire guaranteed construction debt, which
Moody's expect will be rated Ba1.  REX would carry $3 billion in
senior unsecured bond debt and leverage of 5.4x to 5.6x
Debt/EBITDA.  Since the current policy is for all of REX's cash
flow after maintenance capital spending to be up-streamed to its
partners, there would be no debt reduction and tapering of
financial risk in concert with, by definition, rising business
uncertainty in ensuing years.

Given dynamic changes in the North American natural gas market
after REX was originally conceived and its tariffs safely locked
in, the range of possible long-term demand outcomes for specific
gas pipelines that directly serve gas producing basins appears
significantly wider than in the past.  In particular, the surge in
new major high-deliverability gas shale plays is shifting the
center of gravity of U.S. natural gas production growth to the
east of the Rocky Mountains.  REX's tariffs were largely
negotiated before the scale of the coming surge in that gas shale
production was visible and before REX's approximately $2.5 billion
in construction cost overruns.

While the majority of overruns were funded with partner equity,
the current permanent debt structure on REX's fixed revenues is
nevertheless approximately $1 billion higher than was still
planned in late third quarter 2007 when REX estimated $4.4 billion
in total protect costs and still contemplated amortization of its
permanent standalone debt structure.  REX subsequently factored in
the large scale of cost overruns and announced the current
$3 billion debt structure in June 2008 when it issued the existing
$1.3 billion of rated senior unsecured notes and committed to
funding any remaining cost overruns with equity.

Heading into a wider range of possible business outlooks than
would have been considered in the past, Moody's believe an
investment grade posture would reduce REX's debt over time.  This
would anticipate the combined competitive risks of rising gas
shale production to the east and visible westward flowing pipeline
capacity expansions that would compete for Rocky Mountain gas.
Moody's believe this warrants debt amortization and/or lower
leverage to begin with.  While not central to REX's ratings,
Moody's also note a degree of uncertainty concerning REX's future
ownership structure.

In July 2013, $500 million of REX's initial $1.3 billion of senior
unsecured notes mature.  REX will likely be refinancing those
notes into higher interest rates than it currently faces and in
markets that will have become more or less comfortable with REX's
competitive position.  At that time, there would be approximately
just over five years to run under REX's shipper contracts, which
could have greater influence than on investor perceptions of risk
and leverage.

The Ba1 ratings are supported by fixed tariffs on approximately
97% of REX's pipeline capacity, low expected capital spending
needs in the initial years after construction and the fact that,
though REX's centrality to solving the need to meet growing U.S.
gas demand is likely diminished, REX nevertheless will remain an
important gas pipeline.  REX currently benefits from firm capacity
contracts expiring during on approximately 97% of its throughput
capacity, with approximately 81% of its capacity under contract
with investment grade shippers.

The decades old assumption that the Rockies was the only region
that can meet U.S. natural gas demand growth, and that the region
would always be short of export pipeline capacity no matter how
much capacity was built, may now no longer hold.  It appears that
many more alternatives than just the Rocky Mountains will exist
for significant gas production growth, with most of that
production closer to the major U.S. consuming markets than is
Rocky Mountain gas.

The major surges in gas shale production from the MidContinent,
North/East Texas, Northern Louisiana and, on the door step of
REX's prime consuming markets, the Marcellus Shale in the
Appalachian Basin, now give consumers more sources of gas and
could cause gas Rockies producers to consider whether some capital
spending should be reallocated to other basins.  Surging gas shale
production is suppressing gas prices overall, it has shifted
relative natural gas prices across U.S. producing basins, and it
adds uncertainty to long-term rates of reinvestment for Rockies
gas production growth.  The planned Ruby Line, moving Rockies
production to the gas-short Pacific Northwest and California
markets, would compete for Rockies gas and the potential for other
competing line expansions also exists.

The last rating action was on February 25, 2010, when Moody's
placed REX's ratings under review for downgrade.

Rockies Express LLC is headquartered in Houston, Texas.  Rockies
Express is a 1,679 mile, 1.8 Bcf per day, natural gas line running
Rocky Mountain gas production from Wyoming to the eastern border
of Ohio.  REX completed construction in November 2009 and is fully
operational at high pressure over most of the line and at standard
pressure on the final 201 miles of the line.  Pending items
include completing a small FERC-permitted compression expansion in
2010 and being granted regulatory authorization to operate the
final 201 miles of the line at high pressure.


RONSON CORP: Extends Forbearance Agreement Until March 31
---------------------------------------------------------
RCLC Inc. and its wholly-owned subsidiaries, RCPC Liquidating
Corp., Ronson Aviation Inc. and RCC Inc. further extended the
previously reported forbearance agreement with their principal
lender, Wells Fargo Bank, National Association under which Wells
Fargo has agreed not to assert existing events of default under
the Borrowers' credit facilities with Wells Fargo through
March 31, 2010.

Ronson Aviation will continue to be permitted to request advances
under the Wells Fargo credit facility until March 5.  To recall,
as a result of the consummation of the sale of the Company's
consumer products business to Zippo Manufacturing Company on
February 2, 2010, RCPC and Ronson Canada are no longer permitted
to request advances under the credit facility with Wells Fargo and
any remaining assets of RCPC and Ronson Canada are no longer
considered in borrowing base calculations.

The amendment to the Forbearance Agreement maintains the maximum
revolving credit line at $1,400,000, subject to an automatic
increase to $1,900,000 upon receipt by Wells Fargo of evidence of
approval from the New Jersey Economic Development Authority of a
bond issuance to finance the acquisition by Hawthorne TTN
Holdings, LLC of the assets of RAI pursuant to the previously
disclosed Asset Purchase Agreement dated as of May 15, 2009, as
amended, among the Company, RAI and Hawthorne.  Further, the
amendment to the Forbearance Agreement maintains the overadvance
limit at $1,000,000, subject to an automatic increase to
$1,500,000 upon receipt of evidence of the EDA Approval.  The EDA
Approval was received on March 9, 2010, and, as such, the
increases in each of the revolving credit line and the overadvance
limit have been put into effect.

RAI will continue to be permitted to request advances under the
Wells Fargo credit facility until March 31, 2010; provided,
however, that Wells Fargo will have no obligation to make advances
to RAI if (a) the Governor of the State of New Jersey vetoes or
fails to confirm the EDA Approval or (b) Wells Fargo, in its
reasonable discretion, believes that the bond issuance pursuant to
the EDA Approval is not expected to occur by March 31, 2010.

Based on currently available information, the Company expects that
the closing of the sale of the RAI assets will occur by March 31,
2010.

As previously reported, as a result of the consummation of the
sale of the Company's consumer products business to Zippo
Manufacturing Company on February 2, 2010, RCPC and Ronson Canada
are no longer permitted to request advances under the credit
facility with Wells Fargo and any remaining assets of RCPC and
Ronson Canada are no longer considered in borrowing base
calculations.

A full-text copy of the 12th Amendment to the Forbearance
Agreement is available for free at:

               http://ResearchArchives.com/t/s?58d7

                   About Ronson Corporation

Somerset, New Jersey-based Ronson Corporation (Pink Sheets: RONC)
-- http://www.ronsoncorp.com/-- is the parent company of three
operating units: Ronson Aviation, Inc., an aircraft fueling and
servicing company; Ronson Consumer Products Corp., a maker and
distributor of Ronsonol lighter fluid and various other lighter
accessories; and Ronson Corporation of Canada Ltd., which markets
the company's products throughout Canada. The company is engaged
in a series of asset sales as a condition of a forbearance
agreement with its primary lender Wells Fargo Bank, NA.

At September 30, 2009, the Company had $15,333,000 in total assets
against total current liabilities of $16,516,000, long-term debt
of $13,000, other long-term liabilities of $1,724,000, and other
long-term liabilities of discontinued operations of $494,000,
resulting in $3,414,000 in stockholders' deficiency.

At September 30, 2009, the Company had both a deficiency in
working capital and a stockholders' deficit.  In addition, the
Company was in violation of certain provisions of certain short-
term and long-term debt covenants at September 30, 2009 and
December 31, 2008.

The Company's losses and difficulty in generating sufficient cash
flow to meet its obligations and sustain its operations, as well
as existing events of default under its credit facilities and
mortgage loans, raise substantial doubt about its ability to
continue as a going concern.


ROTHSTEIN ROSENFELDT: Suit Seeks $1MM from Rothstein's Wife
-----------------------------------------------------------
Miami Herald reports that Kim Rothstein, the wife of convicted
Ponzi schemer Scott Rothstein, was sued in federal bankruptcy
court by a team of attorneys trying to recover more than
$1 million from the purported shopaholic.  In particular, the
bankruptcy lawyers have their eyes on hundreds of thousands of
dollars that she spent on shoes, jewelry, clothing and designer
purses while her husband ripped off investors using his Fort
Lauderdale law firm as cover.  In total, they're seeking about
$1.1 million in "fraudulent transfers" between the husband and
wife, married in January 2008.

Scott Rothstein, co-founder to Rothstein Rosenfeldt, has been
suspected of running a multimillion-dollar Ponzi scheme.  U.S.
authorities claimed in a civil forfeiture lawsuit filed Nov. 9
that Mr. Rothstein, the firm's former chief executive officer,
sold investments in non-existent legal settlements.  Mr. Rothstein
hasn't been charged criminally by U.S. authorities, who continue
to investigate the case.

Creditors of Rothstein Rosenfeldt Adler PA signed a petition
sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case
No. 09-34791).  The petitioners include Bonnie Barnett, who says
she lost $500,000 in legal settlement investments; Aran
Development, Inc., which said it lost $345,000 in investments; and
trade creditor Universal Legal, identified as a recruitment firm,
which said it is owed $7,800.  The creditors alleged being owed
money invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the Chapter
11 trustee in the involuntary bankruptcy case.


SALANDER-O'REILLY: Robert De Niro Recovers Father's Artwork
-----------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that actor Robert De Niro Jr., won his quest to recover six pieces
of art by his late father from Salander-O'Reilly Galleries LLC
amid accusations the gallery was selling art it hadn't paid for.

Bloomberg reports European sculpture and paintings entangled in
what prosecutors called the biggest art fraud in New York history
are headed to auction.  Robert Feinstein, Esq., a lawyer who
represents unsecured creditors in the Salander-O'Reilly Galleries
case, said the pieces may be offered in June.  Bloomberg says
Salander-O'Reilly acquired the artwork, some of which dates back
to the 12th century, before the gallery's bankruptcy in 2007.

Ms. Palank says Salander-O'Reilly disputed Mr. De Niro's ownership
claim for most of the artwork.  Under a settlement that won
bankruptcy court approval March 4, Mr. De Niro will get the art in
exchange for $14,000 payment.

According to Ms. Palank, paving the way for Mr. De Niro and the
gallery to settle their differences, a bankruptcy judge in January
confirmed a plan divvying up the proceeds of the gallery's
liquidation among its creditors.  According to Ms. Palank, the
plan assured those who were fighting the gallery for ownership of
artwork that those pieces wouldn't be sold until the ownership
question was answered.

                      About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibited and managed fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries was owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also had membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.,
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq., at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.  The U.S. Bankruptcy
Judge in Poughkeepsie, New York, converted the Chapter 11 case of
Salander and his wife to a liquidation in Chapter 7 in May 2008,
automatically bringing the appointment of a trustee.


SCO GROUP: Secures Funding for $2MM in Postpetition Financing
-------------------------------------------------------------
The SCO Group, Inc., had secured Bankruptcy Court approval and
funding for $2MM in postpetition financing in the form of a
secured super-priority credit facility from a group of private
lenders. Proceeds from the financing will be used to fund the
company's operating and administrative expenses, as well as
litigation-related expenses.

This financing is intended to allow for the preservation of the
value of the Company's business while enabling the Company to
proceed with asset sales, continue supporting SCO's loyal UNIX
customer base and to pursue litigation against, among others, IBM
and Novell.

"The financing is intended to enable SCO to continue to sell and
support its products while servicing the needs of our customers
and partners on a worldwide basis through the bankruptcy period,"
said Ken Nielsen, chief financial officer, The SCO Group.

                         About SCO Group

The SCO Group (SCOXQ.PK) -- http://www.sco.com/-- is a leading
provider of UNIX software technology.  Headquartered in Lindon,
Utah, SCO has a worldwide network of resellers and developers.
SCO Global Services provides reliable localized support and
services to partners and customers.

The Company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on September 14, 2007 (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsel.  Epiq Bankruptcy
Solutions LLC acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in the Debtors' cases due to insufficient
response from creditors.

As of January 31, 2009, the Company had $8.78 million in total
assets and $13.30 million in total liabilities, resulting in
a $4.52 million in stockholders' deficit.


SENSATA TECH: Prices Initial Public Offering at $18 Per Share
-------------------------------------------------------------
Sensata Technologies Holding N.V. priced the initial public
offering of 31,600,000 ordinary shares at $18.00 per share.

The shares will begin trading on the New York Stock Exchange on
March 11, 2010 under the ticker symbol "ST."  Sensata Technologies
is offering 26,315,789 ordinary shares and selling shareholders
are offering 5,284,211 ordinary shares.  The underwriters have a
30-day option to purchase up to an additional 4,740,000 ordinary
shares from the selling shareholders at the initial public
offering price.

Morgan Stanley, Barclays Capital, Goldman, Sachs & Co., BofA
Merrill Lynch and J.P. Morgan are acting as joint book-running
managers for the offering.  Citi, Credit Suisse, BMO Capital
Markets, Oppenheimer & Co. and RBC Capital Markets are acting as
co-managers.

                    About Sensata Technologies

Almelo, Netherlands-based Sensata Technologies B.V. --
http://www.sensata.com/-- supplies sensing, electrical
protection, control and power management solutions.  Owned by
affiliates of Bain Capital Partners, LLC, a global private
investment firm, and its co-investors, Sensata employs
approximately 9,500 people in nine countries.  Sensata's products
improve safety, efficiency and comfort for millions of people
every day in automotive, appliance, aircraft, industrial,
military, heavy vehicle, heating, air-conditioning, data,
telecommunications, recreational vehicle and marine applications.

                           *     *     *

As reported by the Troubled Company Reporter on December 7, 2009,
Moody's Investors Service has upgraded Sensata Technologies B.V.'s
Corporate Family and Probability of Default ratings to Caa1 from
Caa2, as well as the company's senior secured credit facility to
B2, senior unsecured notes to Caa2, and senior subordinated notes
to Caa3.  In a related rating action, Moody's affirmed the
company's Speculative Grade Liquidity rating at SGL-3.  The
outlook is positive.


SGD TIMBER: Has Until March 17 to Comply with Deficiency Notice
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado extended
until March 17, 2010, SGD Timber Canyon, LLC's time to comply with
the Court's notice of deficiency dated February 17, 2010.

Parker, Colorado-based SGD Timber Canyon, LLC, filed for Chapter
11 bankruptcy protection on February 16, 2010 (Bankr. D. Colo.
Case No. 10-12804).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.


SIRIUS XM: Moody's Assigns 'Caa2' Rating on $550 Mil. Notes
-----------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Sirius XM
Radio Inc.'s proposed $550 million senior unsecured guaranteed
notes due 2015.  Sirius XM plans to utilize the net proceeds to
redeem its $500 million 9.625% senior unsecured notes due 2013 and
for general corporate purposes.  Moody's believes the offering
improves the intermediate-term liquidity profile by reducing the
sizable amount of 2013 debt maturities to approximately
$1.3 billion with minimal effect on overall cash interest expense.
Debt-to-EBITDA increases moderately to 9.0x from 8.8x
(incorporating Moody's standard adjustments) and remains very high
given the long-term reinvestment needs, but the improvements in
the liquidity position over the last 12 months provide management
additional flexibility to execute its growth plan and potentially
reduce leverage to a more sustainable level.  Sirius XM's Caa1
Corporate Family Rating, B3 Probability of Default Rating (PDR)
and the individual debt instrument ratings in the consolidated
entity are not affected and the rating outlook remains stable.

Assignments:

Issuer: Sirius XM Radio Inc.

  -- Senior Unsecured Regular Bond due 2015, Assigned Caa2, LGD5 -
     76%

The notes are effectively subordinated to the $501 million of
secured debt at Sirius XM with respect to the legacy Sirius
operating assets.  Because XM Satellite Radio Inc. and XM
Satellite Radio Holdings, Inc. will not be guarantors, the
proposed notes are also structurally subordinated to the XM Radio
and XM Holdings debt with respect to the legacy XM operating
assets.  However, the refinancing removes one potential
restriction to merging Sirius XM with XM Radio and/or XM Holdings
in that the 9.625% notes have a covenant limiting secured debt to
$500 million.  Sirius XM and XM Radio combined have approximately
$1 billion of secured debt that limits the ability to merge within
the 9.625% note indenture.  The remaining restrictions include a
merger prohibition in Sirius XM's term loan and 6x debt incurrence
tests.  Moody's anticipates that the company would seek to merge
Sirius XM with XM Radio and/or XM Holdings if it is economically
sensible to do so and if permitted within its various debt
agreements (such as through a refinancing or amendment to the
instruments).

Moody's does not anticipate a merger of Sirius XM and the XM
entities would affect the CFR, PDR or individual instrument
ratings.  The XM and Sirius operating networks are similarly sized
with XM having 9.7 million subscribers at the end of 2009 and
$1.3 billion of revenue and Sirius having 9.0 million subscribers
and $1.23 billion of revenue in the comparable periods.  In
addition, Sirius XM and XM Radio each have approximately
$500 million of secured debt with senior unsecured and
unsubordinated debt at XM Radio ($784 million) similar to that of
Sirius XM ($780 million) upon completion of the proposed offering.
Because the operations are similarly sized and the amount of
secured and senior unsecured unsubordinated debt is similar at
each entity, the obligations of the same class within the
respective debt silos are ranked the same in Moody's loss given
default model.  These factors also drive Moody's decision to
utilize one CFR for the combined entity.

XM Radio/XM Holdings have an additional $664 million of unrated
debt that is subordinated to the secured and senior unsecured debt
at XM Radio, but is currently structurally senior to the Sirius XM
debt with respect to the legacy XM system assets.  In the event of
a merger, the Sirius XM loans/notes would benefit from an
elimination of the structural subordination to the XM debt and a
receipt of a more direct claim on those assets.  Moody's believes
this benefit would be largely offset by the doubling of the amount
of pari passu claims on the legacy Sirius system assets in the
secured and senior unsecured debt classes and the incremental
burden from the addition of $664 million of subordinated debt
claims on the legacy Sirius system assets.

The proposed notes have a change of control put at 101% (except a
merger of Sirius XM with XM Radio or XM Holdings is permitted), a
6x debt incurrence test, a restricted payments basket equal to
operating cash flow (as defined) less 1.4x interest expense, and a
limitation on secured debt equal to the greater of 3x operating
cash flow and $502 million ($1.028 billion if Sirius XM is merged
with XM Radio or XM Holdings).  The notes do not cross default to
the debt at XM Radio or XM Holdings.  Moody's will withdraw the
ratings on the existing 9.625% senior unsecured notes due 2013 if
the notes are fully redeemed.

The last rating action was on February 1, 2010, when Moody's
upgraded Sirius XM's CFR to Caa1 from Ca PDR to B3 from Caa3, and
speculative-grade liquidity rating from SGL-3 to SGL-2.
Individual debt instrument ratings were upgraded by two or three
notches depending on the position within the debt structure.

Sirius XM's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (iii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Sirius XM's core industry
and believes Sirius XM's ratings are comparable to those of other
issuers with similar credit risk.

Sirius XM., headquartered in New York, NY, is a provider of
subscription-based satellite radio services.  Annual revenue is
approximately $2.5 billion.


SIRIUS XM: S&P Assigns 'B-' Rating on $550 Mil. Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned satellite
radio company Sirius XM Radio Inc.'s proposed $550 million senior
notes due 2015 S&P's issue-level rating of 'B-' (one notch lower
than the 'B' corporate credit rating).  S&P also assigned the
notes a recovery rating of '5', indicating its expectation of
modest (10%-30%) recovery for debtholders in the event of a
payment default.

The notes will be privately placed under Rule 144A.  The company
plans to use proceeds to refinance the $500 million 9 5/8% notes
due Aug. 1, 2013, which are callable.

At the same time, S&P affirmed the ratings on the company and its
subsidiaries XM Satellite Radio Holdings Inc. and XM Satellite
Radio Inc. (which S&P analyzes on a consolidated basis), including
the 'B' corporate credit ratings.  The rating outlook is positive.

New York City-based Sirius XM had total debt outstanding of
$3.1 billion as of Dec. 31, 2009.

"The 'B' rating reflects the company's high debt leverage, weak
interest coverage, and dependence on weak U.S. automotive sales,"
said Standard & Poor's credit analyst Hal F. Diamond.  Sirius XM's
position as the only U.S. satellite radio operator, integration-
related operating synergies, and cost savings arising from the
2008 acquisition of XM Satellite Radio Holdings Inc. are modest
positives that do not offset these risks.


SIX FLAGS: Plan Confirmation Trial to End March 19
--------------------------------------------------
The two-week trial to consider confirmation of Six Flags, Inc.'s
and its debtor-affiliates' Fourth Amended Joint Plan of
Reorganization commenced on March 8, 2010, before Judge
Christopher S. Sontchi of the United States Bankruptcy Court for
the District of Delaware.  The hearing is expected to wrap up on
March 19, according to papers filed with the Court.

At the series of hearings, Six Flags will try to defend its
proposed plan supported by holders of senior secured notes issued
by Six Flags Operations, Inc., as holders of junior notes issued
by Six Flags, Inc. offer an alternative proposal that undertakes
full cash recovery to creditors and management control.

The Debtors' proposed plan will give holders of senior secured
notes 90% of the equity in the new company, a condition strongly
opposed to by the SFI Noteholders, which complained that SFO
Noteholders will receive far more than the value of their claims.

Six Flags' chief financial officer, Jeffrey Speed, in a testimony
during the opening day hearing, said that "further delays in
emerging from bankruptcy could have a significant negative impact
on the company, which depends heavily on the summer vacation
season for much of its theme park revenue," the Associated Press
reported.

            Creditors See Six Flags-Cedar Fair Merger

The Official Committee of Unsecured Creditors is speculating that
the troubled amusement park operator is considering a post
bankruptcy fusion with its business rival, Cedar Fair LP, the
Wall Street Journal said.

This came after the panel's attorney, Andrew Dash, Esq., at Brown
Rudnick LLP, disclosed that Avenue Capital Management, one of Six
Flags' biggest senior secured lenders, had sent a representative
to Cedar Fair last fall purportedly to contemplate a Six Flags-
Cedar Fair merger once Avenue Capital gains control of the
troubled theme park owner, the Journal added.

Questioning Six Flags chief financial officer Jeffrey Speed at
the witness stand during the second day of Six Flags' Plan
confirmation trial, Mr. Dash asked Mr. Speed if anyone informed
him why Avenue Capital sent representatives to Cedar Fair, the
Journal related.  Mr. Speed rebuffed saying he could "only
speculate" that Avenue was trying to learn more about the
amusement park business now that it was committed to leading a
$450 million equity raise to liberate Six Flags out of
bankruptcy, the report said.

Another factor that allegedly led the Creditors' Committee to
suspect that Avenue Capital is contemplating a merger with Cedar
Fair is an e-mail that indicated that Six Flags' backers were
eyeing Apollo Management LP as a potential source of investment,
the Journal said.  Apollo has offered $2.4 billion to buy Cedar
Fair, including the refinancing of outstanding debt last December
2009, the Journal noted.

Both Avenue Capital and Cedar Fair declined to comment on a
possible Six Flags connection or Apollo connection, the Journal
reported.

The DealBook also related that during the cross-examination, Mr.
Jeffrey was asked why he did not try to engage potential
investors that had shown an interest in Six Flags while it was in
bankruptcy, to which he replied as saying that none of the
interested parties was willing to value the company at a level
above what is proposed in the existing plan.

The interested investors, according to the testimony, included
private equity group MidOcean Partners, real estate magnate Sam
Zell, Providence Equity Partners, Apollo Management and Far East
International Holdings of Hong Kong, the DealBook said.

                          Six Flags Plan

Six Flags Inc. and its units have filed a proposed plan and
disclosure statement.

In broad terms, the Plan, as thrice amended, envisions new debt
financing and a rights offering that will repay the existing
secured debt in full, while allowing enhanced recoveries for
senior unsecured noteholders at both the Six Flags Inc. and Six
Flags Operations Inc. levels.  In this general sense, the Plan
incorporates the central features of an alternative plan put
forward by a committee of noteholders and the group has indicated
it will support the Plan.

The Plan provides for a recovery of 100.0% to holders of SFTP
Prepetition Credit Agreement Claims, a 100% recovery for the
holders of all Other Secured Claims, a 100% recovery for the
holders of Unsecured Claims against all Debtors other than SFO and
SFI, 31.2% to 47.1% to holders of SFO Unsecured Claims, 3.2% to
4.8% to holders of SFI Unsecured Claims, and no recovery for
holders of Funtime, Inc. Claims, Subordinated Securities Claims
and Preconfirmation Equity Interests in SFI.

                           About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Increases Exit Financing to $830 Million
---------------------------------------------------
The lenders providing Six Flags Inc.'s bankruptcy exit financing,
spearheaded by JP Morgan Chase Bank, N.A., and Bank of America,
N.A., filed with the Court an amendment to the JPM/BOA Commitment
Letter dated March 4, 2010.

The amendment confirmed that the Facilities committed by the
Lenders consist of a Term Loan Facility in an aggregate principal
amount of $730,000,000 and a Revolving Credit Facility in an
aggregate principal amount of $100,000,000.  JPMorgan recapped
that the Term Loans will interest at either the Base Rate of
2.75% or the Eurocurrency Rate plus 3.75%.

                           About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Revenue Decreases 11% in 2009; Net Loss at $229MM
------------------------------------------------------------
Six Flags, Inc. (OTCBB: SIXFQ) announced its consolidated
operating results for the year and quarter ended December 31,
2009.

Revenue in 2009 totaled $912.9 million compared to $1.02 billion
in 2008, representing an 11% decrease.  The decrease is
attributable to a 1.5 million (6%) decrease in attendance coupled
with a $1.94 (5%) decrease in total revenue per capita
(representing total revenue divided by total attendance).  The
attendance reduction was driven by a decline in group sales,
reflecting cutbacks in outings by companies, schools and other
organizations, as well as reduced complimentary and free
promotional tickets.  The reduction in total revenue per capita
reflects decreased guest spending on admissions, food and
beverages, games and merchandise and other in-park offerings, as
well as decreased licensing and other fees.

Per capita guest spending, which excludes sponsorship, licensing
and other fees, decreased $1.39 (4%) to $36.58 from $37.97 in
2008.  Admissions revenue per capita decreased $0.53 (3%) in 2009
compared to the prior year, and was driven by the exchange rate
impact on admissions revenue at the Company's parks in Mexico and
Canada ($0.27) as well as price and ticket mix (i.e. season pass,
main gate, group sales and other discounted or complimentary
tickets).  Decreased revenues from food and beverages, games,
retail, and other in-park offerings resulted in a $0.86 (5%)
decrease in non-admissions per capita guest spending in 2009
compared to 2008, of which approximately $0.26 was attributable to
the exchange rate impact at the Company's parks in Mexico and
Canada.

Revenues for 2009 were also impacted by a decline in international
licensing and other fees of $16.9 million compared to the prior
year.

The 2009 results reflect the overall impacts of the negative
macroeconomic environment, the Company's bankruptcy filing under
chapter 11 of the United States Bankruptcy Code, which occurred
in June 2009, and adverse weather compared to the prior-year
period.  In addition, attendance at the Company's parks in Mexico
and Texas was adversely affected by the second quarter outbreak
of the swine flu.

Cash operating expenses for 2009 decreased by 2% to $696.6 million
compared to such expenses in 2008.  The decrease reflects
favorable currency impacts at the Mexico City and Montreal parks,
reduced cash-based incentive compensation, lower cost of sales
due to decreased in-park revenues, and decreased insurance
expense, partially offset by higher labor costs at the parks
primarily reflecting increased minimum wages, as well as
increased pension and workers compensation costs.

Non-cash operating expenses of depreciation, amortization, stock-
based compensation and loss on disposal of assets decreased
$2.7 million, or 2%, in 2009 to $160.8 million, compared with
$163.5 million in 2008, driven by decreased loss on disposal of
assets and decreased stock-based compensation, partially offset
by an increase in depreciation expense.

The Company incurred a loss from continuing operations of
$205.9 million in 2009 compared to a $63.4 million loss in 2008.
The increase of $142.5 million was driven by $138.9 million of
reorganization items associated with the Chapter 11 Filing,
$108.4 million decrease in revenues and the prior-year debt
extinguishment gain of $107.7 million.  The increase was
partially offset by a $113.7 million decrease in income tax
expense primarily reflecting the prior-year increase in the
valuation allowance for deferred tax assets, $77.6 million of
reduced net interest expense reflecting the cessation of interest
accruals on the Company's debt subject to compromise as a result
of the Chapter 11 Filing, the write-off of discounts, premiums
and deferred financing costs and lower effective interest rates,
and the decreased cash and non-cash operating expenses.

Adjusted EBITDA for 2009 was $193.7 million, which represents a
decrease of $81.6 million from the Adjusted EBITDA of $275.3
million for 2008, reflecting the impact of reduced revenues
partially offset by lower cash operating expenses and lower third
party interest in the EBITDA of certain operations.

                      Three Month Results

Total revenue of $101.8 million decreased 14% from the prior-year
quarter's total of $118.1 million, primarily reflecting reduced
attendance and a reduction in licensing and other fees.
Attendance for the quarter was 2.6 million, a decrease of 16% from
3.1 million in the fourth quarter of 2008, primarily due to a loss
of approximately 450,000 in attendance in October 2009 compared to
October 2008, reflecting adverse weather conditions, especially on
the east coast of the United States.

Per capita guest spending increased 6% to $35.47 from $33.60 in
the fourth quarter of 2008, reflecting increased per capita
admissions driven by timing of revenue recognition for 2009
tickets purchased and not used, partially offset by decreased per
capita spending on food, games, retail and catering.  Included in
the higher guest spending is the favorable exchange rate impact
at the Company's parks in Mexico and Canada in the current-year
quarter, affecting U.S. dollar translated results.  Exchange
rates accounted for approximately $0.12 of the guest spending per
capita increase for the quarter compared to the prior-year
quarter.

Revenues for the quarter also were affected by a decline in
sponsorship, licensing and other fees of $4.3 million compared to
the prior-year quarter, primarily driven by lower international
licensing and other fees.

Cash operating expenses for the quarter of $118.6 million were
stable compared to the fourth quarter of 2008, reflecting
increased repair and maintenance expense, currency impact at the
Mexico City and Montreal parks, and increased sales taxes,
partially offset by reduced cash-based incentive compensation and
reduced cost of sales.

Non-cash operating expenses of depreciation, amortization, stock-
based compensation and loss on disposal of assets increased
$6.9 million, or 18%, in the fourth quarter of 2009 to $45.2
million, compared with $38.2 million in the fourth quarter of
2008, primarily driven by increased depreciation expense and loss
on disposal of assets.

The Company's loss from continuing operations in the fourth
quarter of 2009 decreased to $125.9 million compared to
$203.6 million in the prior-year quarter.  The decrease of $77.7
million was driven by a $111.8 million decrease in income tax
expense primarily reflecting the prior-year increase in the
valuation allowance for deferred tax assets, a $28.0 million
decrease in interest expense reflecting the cessation of interest
accruals on the Company's debt subject to compromise as a result
of the Chapter 11 Filing and lower effective rates, and a
$14.6 million change in other (income) expense.  The reduced loss
from continuing operations was partially offset by a $53.1 million
increase in reorganization costs associated with the Chapter 11
Filing, as well as a $16.2 million reduction in revenues and
increased non-cash operating expenses.

Adjusted EBITDA for the quarter decreased by $16.5 million to an
$11.3 million loss compared to $5.2 million positive Adjusted
EBITDA for the prior-year quarter, reflecting the impact of
reduced revenues.

                       Recent Developments

On June 13, 2009, Six Flags, Inc., Six Flags Operations Inc., Six
Flags Theme Parks Inc. ("SFTP") and certain of SFTP's domestic
subsidiaries filed a voluntary petition for relief under chapter
11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.  As a result, the
financial statements reflect the Company's status as debtor in
possession since that date.

As of December 31, 2009, the Company had unrestricted cash of
$164.8 million.  Based on the final orders by the Bankruptcy Court
with respect to the use of cash, the Company does not currently
expect it will require DIP financing during the chapter 11
proceedings.  However, if the Company's emergence is delayed
beyond mid-April, it may require DIP financing to fund operations
and obligations to redeem limited partnership units that are "put"
to the Company related to the Six Flags Over Texas and Six Flags
Over Georgia, including White Water Atlanta, parks.

In February 2010, in connection with the Chapter 11 Filing, the
Company decided to reject the lease with the Kentucky State Fair
Board relating to the Company's Louisville park and the Company
will no longer operate the park.  Matters relating to the closure
of the Louisville park, including lease and contract rejection
issues, remain pending in the Bankruptcy Court and the Company is
unable to estimate precisely the rejection damages that may
result.  The Company has recorded appropriate provisions for
impairment of the Louisville park operations, which is included in
reorganization items in the statement of operations for the
quarter ended December 31, 2009.

The Company's proposed reorganization plan contemplates that its
existing common and preferred stockholders as well as certain
unsecured creditors will have their claims compromised by order of
the Bankruptcy Court.   As a result, interest accruing after the
date of the Chapter 11 Filing has not been recognized as interest
expense, except for interest on the Company's Senior Secured
Credit Facility dated May 25, 2007, which is not expected to be
compromised pursuant to the Company's proposed reorganization
plan.

A full-text copy of Six Flags' 2009 Fourth Quarter and
Annual Results filed on Form 10-K with the Securities and
Exchange Commission is available at no charge at:

            http://ResearchArchives.com/t/s?579c


                Six Flags, Inc. and Subsidiaries
                  Consolidated Balance Sheets
                    As of December 31, 2009

Assets
Current assets                                    $164,830,000
Accounts receivable                                 19,862,000
Inventories                                         21,809,000
Prepaid expenses and other current assets           48,646,000
                                              ---------------
Total current assets                               255,147,000

Other assets:
Debt issuance costs                                 12,478,000
Restricted-use investment securities                 2,387,000
Deposits and other assets                           98,583,000
                                               --------------
Total other assets                                 113,448,000
Property and equipment, at cost                  2,699,566,000
Less accumulated depreciation                    1,221,134,000
                                               --------------
Total property and equipment                     1,478,432,000
Intangible assets, net                           1,060,625,000
                                               --------------
Total assets                                    $2,907,652,000
                                               ==============

Liabilities and Stockholders' Deficit
Liabilities not subject to compromise:
Current liabilities:
Accounts payable                                   $25,323,000
Accrued compensation, payroll taxes, benefits       15,836,000
Accrued insurance reserves                          18,542,000
Accrued interest payable                            14,332,000
Other accrued liabilities                           20,761,000
Deferred income                                     19,904,000
Liabilities from discontinued operations                     -
Current portion of long-term debt                  308,749,000
                                               --------------
Total current liabilities not subject              423,447,000
to compromise

Long-term debt                                     829,526,000
Liabilities from discontinued operations                     -
Other long-term liabilities                         71,094,000
Deferred income taxes                              120,602,000
                                               --------------
Total liabilities not subject                    1,444,669,000
to compromise

Liabilities subject to compromise                1,691,224,000
                                               --------------
Total liabilities                               $3,135,893,000

Redeemable non-controlling interest                355,933.000

Common stock                                         2,458,000
Capital in excess par value                      1,506,152,000
Accumulated deficit                             (2,059,487,000)
Accumulated other comprehensive loss               (33,297,000)
                                               --------------
Total stockholders' deficit                       (584,174,000)

Total liabilities and
stockholders' deficit                           $2,907,652,000
                                               ==============

                Six Flags, Inc. and Subsidiaries
          Unaudited Consolidated Statements of Income
              For the Year Ended December 31, 2009

Theme park admissions                             $489,482,000
Theme park food, merchandise and other             380,998,000
Sponsorship, licensing and other fees               42,381,000
                                                -------------
Total revenue                                      912,861,000

Operating expenses                                 425,367,000
Selling, general and administrative                196,874,000
Cost of products sold                               76,907,000
Depreciation                                       144,919,000
Amortization                                           972,000
Loss on disposal of assets                          12,361,000
Interest expense                                   106,313,000
Interest income                                       (878,000)
Equity in (income) loss of partnerships             (3,122,000)
Net (gain) loss on debt extinguishment                       -
Other expense                                       17,304,000
                                                -------------
Income(loss) from continuing operations
before reorganization items, income
taxes and discontinued operations                  (64,156,000)
Reorganization items                               138,864,000
                                                -------------
Income (loss) from continuing operations
before income taxes and discontinued
operations                                        (203,020,000)
Income tax expense                                   2,902,000
                                                -------------
Loss from continuing operations before
discontinued operations                           (205,922,000)

Discontinued operations                             11,827,000
Net loss                                          (194,095,000)
Less: Net income attributable to
     non-controlling interests                    (35,072,000)
                                                -------------
Net loss attributable to Six Flags, Inc.         ($229,167,000)
                                                =============

                Six Flags, Inc. and Subsidiaries
        Unaudited Consolidated Statements of Cash Flows
              For the Year Ended December 31, 2009

Net loss                                         ($194,095,000)

Depreciation and amortization                      145,891,000
Reorganization items                               138,864,000
Stock-based compensation                             2,597,000
Interest accretion on notes payable                  2,785,000
Net(gain) loss on debt extinguishment                        -
(Gain)loss on discontinued operations               (8,130,000)
Amortization of debt issuance costs                  4,044,000
Other including loss on disposal of assets          21,170,000
(Increase)decrease in accounts receivable             (988,000)
Increase in inventories, prepaid expenses
and other current assets                            (4,553,000)
Increase(decrease) in deposits and
other assets                                       (32,412,000)
Increase(decrease) in accounts payable,
deferred income, accrued liabilities and
other long-term liabilities                          4,648,000
Increase(decrease) in accrued interest payable      21,252,000
Deferred income tax expense(benefit)                (1,650,000)
                                                -------------
Total adjustments                                  293,518,000

Net cash provided by operating
activities before reorganization activities         99,423,000

Cash flow from reorganization activities:
Cash used in reorganization activities             (21,660,000)
                                                -------------
Total net cash provided by
Operating activities                                77,763,000

Cash flow from investing activities:
Additions to property and equipment               (100,940,000)
Property insurance recovery                          2,223,000
Purchase of identifiable intangible assets            (108,000)
Capital expenditures of
discontinued operations                                      -
Acquisition of theme park assets                             -
Acquisition of equity interest in partnership                -
Purchase of restricted-use investments              (1,964,000)
Maturities of restricted-use investments            15,638,000
Proceeds from sale of
discontinued operations                                      -
Proceeds from sale of assets                         1,963,000
                                                 ------------
Net cash provided by(used in)
investing activities                              ($83,188,000)
                                                 ============

                           About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SPANN BUILDERS: Files for Chapter 7 Bankruptcy Liquidation
----------------------------------------------------------
G. Chambers Williams III at The Tennessean says Spann Builders LLC
of Burns filed for Chapter 7 bankruptcy liquidation, listing $20
in assets and $1.14 million in liabilities.

According to the report, the Company owes $648,000 to E.W Stewart
Lumber Co. of Dickson; Cynthia Davis and Leila Vartanian of
Nashville, $342,000 in a lawsuit arbitration award; and Bank of
America, $95,000.

Spann Builders LLC operates custom homebuilder company.


SPHERIS INC: Wants Court's Approval to Pay Employees
----------------------------------------------------
Getahn Ward at The Tennessean reports that Spheris Inc. asked a
federal bankruptcy court for permission to pay its employees in
cash for up to 40 hours of accrued and unused leave time to
encourage workers to stay on the job.

According to the Company, it has experienced a 34% spike in days
off because some employees are afraid they could lose their paid
leave time once Spheris is sold to MedQuist Inc. of Mt. Laurel,
New Jersey under a pending sale agreement.

The deal between the Company and MedQuist is facing opposition
from Nuance Communications Inc., a creditor of Spheris, the report
notes.

Based in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is a global provider of clinical
documentation technology and services.

Spheris Inc., along with five affiliates, filed for Chapter 11 on
Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352).  Attorneys at
Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher
LLP represent the Debtors in their Chapter 11 effort.  Jefferies &
Company serve as financial advisors to the Debtors.  Attorneys at
Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as
counsel to the prepetition and DIP lenders.  Garden City Group
Inc. is claims and notice agent.  The petition says that assets
range from $50,000,001 to $100,000,000 while debts range from
$100,000,001 to $500,000,000.


STANDARD MOTOR: Files Annual Financial Report for 2009
------------------------------------------------------
Standard Motor Products Inc. filed its Form 10-K for the fiscal
year ended December 31, 2009, with the Securities and Exchange
Commission.

The Company reported net earnings of $3.48 million on revenue of
$735.42 million for 12 months ended Dec. 31, 2009, compared with a
net loss of $22.89 million on net sales of $775.24 million for the
same period a year ago.

A full-text copy of the Company's annual report is available for
free at http://ResearchArchives.com/t/s?58fd

                      About Standard Motor

Standard Motor Products, Inc. (NYSE: SMP), headquartered in Long
Island City, New York, is a manufacturer and distributor of
replacement parts for the automotive aftermarket industry.  The
company is organized into two principal divisions: (i) Engine
Management (ignition and emission parts; ignition wires; battery
cables; and fuel system parts) and (ii) Temperature Control (air
conditioning compressors; other air conditioning parts; and heater
parts).  Standard Motor's annualized revenues currently
approximate $775 million.

                          *     *     *

As reported by the Troubled Company Reporter on July 17, 2009,
Moody's Investors Service withdrew all ratings of Standard Motor
Products' after the only rated debt having been redeemed upon
maturity.  Ratings withdrawn include the Corporate Family Rating
at Caa1, and $32 million convertible subordinated debentures due
July 2009 at Caa2.  The last rating action occurred on June 30,
2009, when its CFR was upgraded to Caa1 from Caa2.

On June 23, the TCR said Standard & Poor's Ratings Services
withdrew its 'CC' corporate credit rating and other debt ratings
on Standard Motor Products at the company's request.  There is a
small amount of rated debt remaining after the recently completed
exchange offer.


STEPHEN RIGGS: Section 341(a) Meeting Scheduled for March 17
------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Stephen C. Riggs III's Chapter 11 case on March 17, 2010, at
12:00 p.m.  The meeting will be held at 220 W. Garden Street,
Suite 700, Pensacola, FL 32502.

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.

Destin, Florida-based Stephen C. Riggs, III, filed for Chapter 11
bankruptcy protection on February 16, 2010 (Bankr. N.D. Fla. Case
No. 10-30236).  David S. Jennis, Esq., at Jennis Bowen & Brundage,
P.L., assists the Debtor in his restructuring effort.  The Debtor
listed $1,000,001 to $10,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


TARAZ KOOH LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Taraz Kooh, LLC
        1981 N. Central Expressway
        Richardson, TX 75080

Bankruptcy Case No.: 10-31814

Chapter 11 Petition Date: March 14, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: John Mark Chevallier, Esq.
                  McGuire, Craddock & Strother, P.C.
                  2501 N. Harwood, Suite1800
                  Dallas, TX 75201
                  Tel: (214) 954-6800
                  Fax: (214) 954-6850
                  Email: mchevallier@mcslaw.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Alireza Morirahimi, the company's mvice
president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Alireza Morirahimi and     Loan                   $1,750,000
Parvin Mosavi
4605 Kellner Place
Plano, TX 75093

Hatchett Hospitality,      Service                $57,106
Inc.

AT&T                       Service                $50,041

Hilton Hotels Corporation  Franchise Fee          $30,490

Hilton Hotels Corporation  Service                $25,285

City of Richardson         Occupancy Tax          $24,564
Tax Department

ASSA ABLOY Hospitality     Service                $15,574
Inc.

City of Richardson         Service [Water/Trash]  $11,358
[Water/Trash]

Chandler Signs             Service                $12,275

Alliant-Food-Service       Service                $6,830
[U.S. Food]

LodgNet Entertainment      Service                $5,203
Corp.

Guest Supply, Inc.         Service                $4,711

Sysco Food Services of     Service                $4,619
Dallas

Cabling Solutions          Service                $4,498

Am Trust North America     Insurance              $3,897
Inc.

Pierce Pump Co., Inc.      Service                $3,816

Hardie Fruit & Vegetable   Service                $2,393
Co., LP

Precision Landscape Mgmt.  Service                $2,197

HD Supply Facilities       Service                $2,087
Maint.

Trane                      Service                $1,422


TN MASTER TILE: Files for Chapter 11 in Houston
-----------------------------------------------
TN Master Tile LP filed for Chapter 11 protection in its Houston
hometown on March 5 (Bankr. S.D. Tex. Case No. 10-31965).

According to Bloomberg News, TN Master sought bankruptcy
protection to stop the secured lender from seizing bank accounts.

Houston-based TN Master is a tile distributor with 15 locations in
Texas and Oklahoma.  The Company, in business for 55 years, had
sales of $50 million in 2009, representing a 28% decline from
2008.  Revenue in 2008 in turn was 17% below 2007.

TN listed assets of $37.6 million against debt totaling
$23.4 million in its petition.  Wells Fargo Bank NA is owed $12.7
million on a revolving credit and term loan. Although interest
payments were current, the bank defaulted the loan in February as
a result of covenant violations, court papers say.  The bank said
it would seize bank accounts on March 5.


TRW AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its
corporate credit rating on Livonia, Mich.-based auto supplier TRW
Automotive Inc. to 'B+' from 'B' and raised all S&P's debt ratings
on the company.  At the same time, S&P removed the ratings from
CreditWatch positive, where they had been placed on Feb. 26, 2010.
The outlook is stable.

"The upgrade reflects S&P's belief that TRW's improved financial
risk profile, which S&P now view as aggressive, is sustainable,"
said Standard & Poor's credit analyst Nancy Messer.  TRW's
earnings and cash flow for the fourth quarter were better than S&P
expected; reported EBITDA was $384 million, excluding nonrecurring
charges, and cash flow after capital expenditures was
$432 million.  TRW reported 2009 EBITDA of $911 million and free
cash flow of $254 million.  The strong fourth-quarter performance
allowed the company to reach S&P's $900 million annual EBITDA
expectation.  In addition, S&P had assumed that TRW would continue
to generate negative cash flow into 2010, but the company's cash
flow for 2009 turned positive, and S&P believes this will also
occur in 2010.

To support its improved liquidity at the 'B+' rating, S&P expects
the company to retain meaningful cash balances and limit
acquisition activity to small bolt-on transactions.  S&P believes
that, based on second-half 2009 financial performance, TRW will be
able to maintain a lower cost base.  S&P also believes the
company's lower breakeven point will allow it to generate improved
margins and free cash flow in 2010, despite S&P's expectation that
auto production will remain relatively weak in North America and
Europe.

S&P views TRW's business risk profile as weak, reflecting the
company's narrow market focus as a major Tier 1 supplier to
automakers in the global light-vehicle market.

Auto markets in the U.S. and Europe appear to be stabilizing,
although S&P expects sales in Europe to be down in 2010 compared
to 2009.  S&P assumes that the global market for light vehicles in
2010 will remain weak, even relative to 2008 demand, as S&P is not
expecting a strong economic rebound this year.  S&P expects North
American light-vehicle sales to increase by about 11% in 2010, to
11.6 million units (still well below the 2008 level of
13.2 million).  S&P also expects registrations in Europe to be
about 10% to 12% lower in 2010 than in 2009.  Still, inventory
buildup should support improved revenue for TRW in the first half
of 2010; in North America, production could rise about 16% year
over year, and in Europe, production will likely be flat.  In
addition, TRW could benefit from improved product mix in Europe in
2010.

The stable outlook reflects S&P's view that TRW's intermediate-
term financial prospects can support the 'B+' rating.  S&P bases
this on its assumption that TRW's aggressive restructuring
activities in the past year have created some sustainable margin
improvement that should support improving earnings and improve
cash generation as vehicle production rises with expected
improvement in U.S. economic growth.  In Europe, S&P assumes the
company can benefit from improved product mix, despite its
expectation that auto production there will be about flat, year
over year, in 2010.  In addition, the company's balance sheet has
been restructured to eliminate near-term maturities and reduce
debt slightly.

S&P could raise the ratings if TRW can achieve and sustain
meaningful free cash generation, adjusted leverage of less than
3.5x, and margin improvement from its recent and ongoing
restructuring actions.  For example, S&P assumes TRW could reach
3x adjusted leverage if it could achieve EBITDA of at least
$1 billion and reported EBITDA margin of 8% or better for any 12-
month period.  S&P would also need to believe that any use of its
large cash balances would be consistent with S&P's expectations
for a higher rating.

Alternatively, S&P could lower the ratings if S&P believed auto
industry markets would not improve as S&P assume or if the
economic recovery falters, thereby preventing the company from
achieving the financial assumptions that S&P expects for the 'B+'
rating in 2010.  S&P could also lower the ratings if S&P believed
the company's cash generation would be compromised in 2010 by
lower revenues, unexpected higher capital spending, or impaired
margins, or if TRW makes a transforming acquisition with available
cash or a debt-financed acquisition.  S&P views these outcomes as
less likely.


TSAFRIR AVIEZER: Section 341(a) Meeting Scheduled for March 31
--------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Tsafrir Aviezer's Chapter 11 case on March 31, 2010, at
2:00 p.m.  The meeting will be held at 21051 Warner Center Lane,
#105, Woodland Hills, CA 91367.

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.

Agoura Hills, California-based Tsafrir Aviezer, aka Jeff Aviezer,
filed for Chapter 11 bankruptcy protection on February 16, 2010
(Bankr. C.D. Calif. Case No. 10-11670).  M Jonathan Hayes, Esq.,
at the Law Office of M Jonathan Hayes, assists the Debtor in his
restructuring effort.  The Debtor listed $1,000,001 to $10,000,000
in assets and $10,000,001 to $50,000,000 in liabilities.


TSAFRIR AVEIZER: Schedules and Statement Due Today
--------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has extended, at the behest of Tsafrir Aveizer and Maritza
Aveizer, the deadline for the filing of schedules of assets and
liabilities and statement of financial affairs until March 16,
2010.

The deadline for the filing of schedules was initially set for
March 2, 2010, but the Debtors have set an additional 14 days,
saying that they have been unable to complete the schedules so
that they may be timely filed.

Agoura Hills, California-based Tsafrir Aviezer, aka Jeff Aviezer,
and Maritza Aviezer, aka Herran Santiago Libertad, filed for
Chapter 11 bankruptcy protection on February 16, 2010 (Bankr. C.D.
Calif. Case No. 10-11670).  M Jonathan Hayes, Esq., at the Law
Office of M Jonathan Hayes, assists the Debtors in their
restructuring efforts.  The Debtors listed $1,000,001 to
$10,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


TSAFRIR AVEIZER: Wants Jonathan Hayes as Gen. Bankruptcy Counsel
----------------------------------------------------------------
Tsafrir Aveizer and Maritza Aveizer have sought authorization from
the U.S. Bankruptcy Court for the Central District of California
to employ M. Jonathan Hayes as general bankruptcy counsel.

Mr. Hayes will, among other things:

     a. advise and assist the Debtors regarding compliance with
        the requirements of the U.S. Trustee;

     b. conduct examinations of witnesses, claimants or adverse
        parties and prepare and assist in the preparation of
        reports, accounts and pleadings;

     c. assist with the negotiation, formulation, confirmation and
        implementation of a Chapter 11 plan; and

     d. make any appearances in the Court on behalf of the
        Debtors.

Mr. Hayes will be paid based on the hourly rates of his personnel:

        M. Jonathan Hayes                      $385
        Roksana Moradi, Associate              $165

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

Agoura Hills, California-based Tsafrir Aviezer, aka Jeff Aviezer,
and Maritza Aviezer, aka Herran Santiago Libertad, filed for
Chapter 11 bankruptcy protection on February 16, 2010 (Bankr. C.D.
Calif. Case No. 10-11670).  M Jonathan Hayes, Esq., at the Law
Office of M Jonathan Hayes, assists the Debtors in their
restructuring efforts.  The Debtors listed $1,000,001 to
$10,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


U.S. DRY CLEANING: Section 341(a) Meeting Scheduled for April 26
----------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in U.S. Dry Cleaning Services Corporation's Chapter 11 case on
April 26, 2010, at 11:00 a.m.  The meeting will be held at RM 1-
154, 411 W Fourth Street, Santa Ana, CA 92701.

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.

Newport Beach, California-based U.S. Dry Cleaning Services
Corporation, a Delaware corporation, aka US Dry Cleaning
Corporation, filed for Chapter 11 bankruptcy protection on
March 4, 2010 (Bankr. C.D. Calif. Case No. 10-12748).  Garrick A.
Hollander, Esq., and Marc J Winthrop, Esq., at Winthrop Couchot,
assist 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.


US AIRWAYS: Has $1.1-Mil. Settlement with U.S. Bank
---------------------------------------------------
U.S. Bank National Association, as successor Trustee to Wachovia
Bank, N.A., in its capacity as Trustee under various trust
agreements related to lease financing arrangements for certain
aircraft which were assumed by the Reorganized Debtors in the
Bankruptcy Cases, filed multiple proofs of claims.

The Reorganized Debtors objected to some or all of the U.S. Bank
Aircraft Claims in the (A) Debtors' Fourth Omnibus Objection to
Certain, (B) Reorganized Debtors' Sixth Omnibus Objection to
Claims, and (C) Debtors' Second Omnibus Objection to Claims.

The Reorganized Debtors and U.S. Bank conducted a mediation in
relation to the U.S. Bank Aircraft Claims on October 15 and 16,
2009, and resolved all outstanding disputes as to the U.S. Bank
Aircraft Claims.

Thus, the Reorganized and U.S. Bank ask the Court to approve
their Stipulation, the salient terms of which are:

  1. These Proof of Claim Nos. are allowed as Allowed
     Administrative Claims:

     Claim No. 5973 (N406US)
     Claim No. 5974 (N409US)
     Claim No. 5975 (N425US)
     Claim No. 5976 (N532AU)
     Claim No. 5977 (N533AU)
     Claim No. 6021 (N522AU)
     Claim No. 6023 (N577US)
     Claim No. 6031 (N511AU)
     Claim No. 6032 (N512AU)
     Claim No. 6033 (N514AU)
     Claim No. 6034 (N515AU)
     Claim No. 6035 (N517AU)
     Claim No. 6036 (N518AU)
     Claim No. 6037 (N525AU)
     Claim No. 6038 (N526AU)
     Claim No. 6039 (N527AU)
     Claim No. 6040 (N588US)
     Claim No. 6041 (N589US)
     Claim No. 6042 (N590US)
     Claim No. 6043 (N591US)
     Claim No. 6044 (N592AU)

  2. The Reorganized Debtors have made, and U.S. Bank
     acknowledges receipt of, payment of $1,100,000 in
     satisfaction of the Allowed Claims.

  3. Any and all claims by or on behalf of U.S. Bank regarding
     the Assumed Aircraft accruing on or before October 16,
     2009, are withdrawn and disallowed in their entirety for
     all purposes in the bankruptcy cases.

  4. The Stipulation resolves, and U.S. Bank, on its behalf and
     on behalf of its beneficiaries under the aircraft lease and
     trust documents, releases, all claims that U.S. Bank has or
     may have against the Reorganized Debtors and their estates,
     and their heirs, successors, assigns, affiliates, officers,
     directors and employees, to and through October 16, 2009,
     regarding the Assumed Aircrafts, including any amounts that
     may be due under the aircraft lease financing documents for
     the Assumed Aircraft that may have arisen after the
     Effective Date.  The Stipulation does not resolve, and U.S.
     Bank does not release, any claims against the Reorganized
     Debtors, or their successors or assigns, arising after
     October 16, 2009.

  5. The Reorganized Debtors will pay the Administrative Annual
     Fee of $5,000 and any other fees arising after Oct. 16,
     2009 for any of those Assumed Aircraft that the
     Reorganized Debtors continue to lease from U.S. Bank.

  6. The Reorganized Debtors will pay Cover & Rossiter, CPA, or
     any other certified public accountant designated by U.S.
     Bank for the cost and expenses arising after October 16,
     2009, for the preparation of any required tax filings
     covering any of the Assumed Aircraft that the Reorganized
     Debtors continue to lease from U.S. Bank, provided,
     however, that the total amount of the bills for that
     preparation of tax filings related to the Assumed Aircraft
     will not exceed $25,000 per year and the bills for that
     tax preparation will be sent directly to the Reorganized
     Debtors for direct payment to the CPA.

                          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.


US AIRWAYS: Reports February Traffic Results
--------------------------------------------
US Airways Group, Inc. (NYSE: LCC) announced February and year-to-
date 2010 traffic results.  Mainline revenue passenger miles
(RPMs) for the month were 3.9 billion, down 4.7 percent versus
February 2009.  Mainline capacity was 5.0 billion available seat
miles (ASMs), down 5.3 percent versus February 2009.  Passenger
load factor for the month of February was 77.6 percent, up 0.4
points versus February 2009.

US Airways President Scott Kirby said, "Our February consolidated
(mainline and Express) passenger revenue per available seat mile
(PRASM) increased approximately eight percent versus the same
period last year while total revenue per available seat mile
increased approximately nine percent on a year-over-year basis.
The revenue environment continues to show material signs of
improvement with corporate booked revenue up more than 35 percent
on a year-over-year basis."

With more departures than any carrier on the East Coast, US
Airways' February operations were severely impacted by the extreme
weather in that region.  Due to the length and severity of the
storms, flight operations were suspended for a total of six days
at three of the hardest hit major airports (three days at
Washington National, two days at Philadelphia, and one day at
New York- LaGuardia).

These weather-related cancellations drove a completion factor for
February of 92.9 percent.  The corresponding cancellation rate of
7.1 percent is the highest since the merger of US Airways and
America West in 2005, exceeding the previous high by 3.3 points,
or 87.9 percent.  US Airways' preliminary on-time performance as
reported to the U.S. Department of Transportation (DOT) was 75.3
percent.  The Company estimates weather related cancellations
reduced February's revenue by approximately $30 million.  In
addition, due to its storm-related reduction in ASMs, the Company
estimates a benefit to PRASM of approximately one-half of one
percentage point.

These summarizes US Airways Group's traffic results for the month
and year-to-date ended February 28, 2010 and 2009, consisting of
mainline operated flights as well as US Airways Express flights
operated by wholly owned subsidiaries PSA Airlines and Piedmont
Airlines:

                      US Airways Mainline
                            February

                                    2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                       3,020,588   3,232,490      (6.6)
Atlantic                         375,812     378,812      (0.8)
Latin                            456,528     432,087       5.7
                               ---------   ---------
Total                          3,852,928   4,043,389      (4.7)

Mainline Available Seat Miles (000)

Domestic                       3,735,066   4,039,918      (7.5)
Atlantic                         623,079     631,481      (1.3)
Latin                            603,879     566,933       6.5
                               ---------   ---------
Total                          4,962,024   5,238,332      (5.3)

Mainline Load Factor (%)

Domestic                            80.9        80.0   0.9  pts
Atlantic                            60.3        60.0   0.3  pts
Latin                               75.6        76.2  (0.6) pts
                               ---------   ---------
Total Mainline Load Factor          77.6        77.2   0.4 pts

Mainline Enplanements

Domestic                       3,190,467   3,403,824  (6.3)
Atlantic                          91,473      98,112  (6.8)
Latin                            327,962     341,099  (3.9)
                               ---------   ---------
Total Mainline Enplanements    3,609,902   3,843,035  (6.1)

                          Year To Date

                                    2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                       6,353,625   6,710,358      (5.3)
Atlantic                         862,510     834,784       3.3
Latin                            929,848     850,291       9.4
                               ---------   ---------
Total                          8,145,983   8,395,433      (3.0)

Mainline Available Seat Miles (000)

Domestic                       8,060,480   8,503,245      (5.2)
Atlantic                       1,368,716   1,343,626       1.9
Latin                          1,252,312   1,135,360      10.3
                               ---------   ---------
Total                         10,681,508  10,982,231      (2.7)

Mainline Load Factor (%)

Domestic                            78.8        78.9  (0.1) pts
Atlantic                            63.0        62.1   0.9  pts
Latin                               74.3        74.9  (0.6) pts
                               ---------   ---------
Total Mainline Load Factor          76.3        76.4  (0.1) pts

Mainline Enplanements

Domestic                       6,617,578   7,003,531  (5.5)
Atlantic                         211,685     216,113  (2.0)
Latin                            664,395     671,681  (1.1)
                               ---------   ---------
Total Mainline Enplanements    7,493,658   7,891,325  (5.0)

                       US Airways Express
               (Piedmont Airlines, PSA Airlines)
                          February

                                   2010        2009    % Change

Express Revenue Passenger Miles (000)
Domestic                        137,840     148,355    (7.1)

Express Available Seat Miles (000)
Domestic                        209,951     241,407   (13.0)

Express Load Factor (%)
Domestic                           65.7        61.5     4.2  pts

Express Enplanements
Domestic                        499,594     554,389    (9.9)

                          Year To Date

                                  2010        2009    % Change

Express Revenue Passenger Miles (000)
Domestic                        282,834     294,786    (4.1)

Express Available Seat Miles (000)
Domestic                        454,081     497,446    (8.7)

Express Load Factor (%)
Domestic                           62.3        59.3     3.0  pts

Express Enplanements
Domestic                      1,034,906   1,101,886    (6.1)

             Consolidated US Airways Group, Inc.
                            February

                                  2010         2009  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                      3,158,428    3,380,845    (6.6)
Atlantic                        375,812      378,812    (0.8)
Latin                           456,528      432,087     5.7
                             ----------   ----------
Total                         3,990,768    4,191,744    (4.8)

Consolidated Available Seat Miles (000)

Domestic                      3,945,017    4,281,325    (7.9)
Atlantic                        623,079      631,481    (1.3)
Latin                           603,879      566,933     6.5
                             ----------   ----------
Total                         5,171,975    5,479,939    (5.6)

Consolidated Load Factor (%)

Domestic                           80.1        79.0   1.1  pts
Atlantic                           60.3        60.0   0.3  pts
Latin                              75.6        76.2  (0.6) pts
                             ----------  ----------
Total                              77.2        76.5   0.7  pts

Consolidated Enplanements

Domestic                      3,690,061   3,958,213    (6.8)
Atlantic                         91,473      98,112    (6.8)
Latin                           327,962     341,099    (3.9)
                             ----------  ----------
Total                         4,109,496   4,397,424    (6.5)

                          Year To Date

                                    2010       2009  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                      6,636,459    7,005,144    (5.3)
Atlantic                        862,510      834,784     3.3
Latin                           929,848      850,291     9.4
                             ----------   ----------
Total                         8,428,817    8,690,219    (3.0)

Consolidated Available Seat Miles (000)

Domestic                      8,514,561    9,000,691    (5.4)
Atlantic                      1,368,716    1,343,626     1.9
Latin                         1,252,312    1,135,360    10.3
                             ----------   ----------
Total                        11,135,589   11,479,677    (3.0)

Consolidated Load Factor (%)

Domestic                           77.9        77.8   0.1  pts
Atlantic                           63.0        62.1   0.9  pts
Latin                              74.5        74.9  (0.6) pts
                             ----------  ----------
Total                              75.7        75.7     -  pts

Consolidated Enplanements

Domestic                      7,652,484   8,105,417    (5.6)
Atlantic                        211,685     216,113    (2.0)
Latin                           664,395     671,681    (1.1)
                             ----------  ----------
Total                         8,528,564   8,993,211    (5.2)

US Airways is also providing a brief update on notable company
accomplishments during the month of February:

   * Launched year-round service from Charlotte, N.C. to
     Melbourne, Fla.; offering Melbourne customers the ability
     to connect to more than 125 domestic and international
     destinations through the airline's largest hub.  All three
     daily flights will be operated by wholly owned US Airways
     Express carrier PSA Airlines, utilizing 70-seat Bombardier
     CRJ700 regional jets.

   * Announced a new bilateral codeshare agreement with Brussels
     Airlines.  This agreement, subject to both U.S. DOT and
     Belgium government approval, will provide a convenient,
     single-source booking, ticketing and baggage connection
     option for more than 20 new destinations in Europe and
     Africa, including points in Gambia, Senegal, Cameroon and
     Kenya.  Customers may purchase tickets starting April 3 for
     flights April 7 and beyond at http://www.usairways.comor
     by calling 1-800-428-4322.

                          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.


US AIRWAYS: Inks Codeshare Agreement with Brussels Airlines
-----------------------------------------------------------
US Airways disclosed on February 25, 2010, that customers will
soon enjoy greater access to Europe and Africa thanks to a new
codeshare agreement with Brussels Airlines.  The agreement is
subject to both U.S. Department of Transportation (DOT) and
Belgium government approval.

The two Star Alliance carriers have agreed to a bilateral
codeshare relationship which means that each airline may market
flights operated by the other carrier as if the flying were its
own.

For US Airways customers, this agreement will eventually provide
a convenient, single-source booking, ticketing and baggage
connection option for more than 20 new destinations in Europe and
Africa, including points in Gambia, Senegal, Cameroon and Kenya.
And, thanks to Brussels Airlines' entrance into Star Alliance, US
Airways customers will also enjoy Brussels Airlines lounge
access.

Customers may purchase tickets starting April 3 for flights April
7 and beyond at www.usairways.com or by calling 1-800-428-4322.
Also on April 7, US Airways will resume service to Brussels from
its primary international gateway at Philadelphia International
Airport.  The daily Brussels service, previously operated only
during the summer season, will now operate year-round.

US Airways Senior Vice President Marketing and Planning Andrew
Nocella said, "Our codeshare offerings continue to expand for our
customers in 2010 which means more destinations in more
countries.  Just a few examples from this new agreement with
Brussels Airlines include Nairobi, Kenya, Nice, France and
Florence, Italy.  Customers can book these flights directly from
US Airways and enjoy a convenient booking and travel experience
just as they would on a US Airways-operated flight."

                          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.


UTSTARCOM INC: Reports $39.3-Mil. Net Loss for Fourth Quarter
-------------------------------------------------------------
UTStarcom Inc. reported financial results for the fourth quarter
of 2009 and for the full year ended December 31, 2009.

The Company reported a net loss of $39.3 million on $116.3 million
of net sales for the three months ended Dec. 31, 2009, compared
with a net loss of $80.9 million net loss on $241.0 million of net
sales for the same period a year earlier.

Net sales for the year 2009 were $386 million as compared to
$1.6 billion for the year 2008.  Gross profit for the year 2009
was $65 million as compared to $261 million for the year 2008.
Gross margins for the year 2009 were 17% as compared to 16% in
2008.  The operating loss for the full year 2009 and 2008 was
$219 million and $176 million, respectively.

"I am pleased we managed to deliver sequential revenue growth in
the fourth quarter, particularly as we have repositioned the
Company to focus on our core IP-based technology.  Our fourth
quarter results also reflect continued progress towards executing
our restructuring aimed at returning the Company to
profitability," said Peter Blackmore, UTStarcom's chief executive
officer and president.

The Company's balance sheet at Dec. 31, 2009, showed
$929.1 million in total assets and $672.9 million in total
liabilities for a $256.1 million stockholders' equity.

Net cash, cash equivalents and short-term investments as of
December 31, 2009 was $267 million compared to $314 million on
December 31, 2008.  The cash balance of $267 million includes
$7 million deposit related to the sale of the Company's Hangzhou
facility, and the remaining net proceeds are expected to be
received upon closing of the transaction.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?58fb

                      Going Concern Doubt

At September 30, 2009, the Company's consolidated balance sheets
showed $1.004 billion in total assets, $707.0 million in total
liabilities, and $297 million in total stockholders' equity.

The Company incurred net losses of $150.3 million, $195.6 million
and $117.3 million during the years ended December 31, 2008, 2007,
and 2006, respectively.  During the nine months ended
September 30, 2009, the Company incurred a net loss of
$186.3 million.  The Company recorded operating losses in 18 of
the 19 consecutive quarters in the period ended September 30,
2009.  At September 30, 2009, the Company had an accumulated
deficit of $1.03 billion.  The Company incurred net cash outflows
from operations of $55.2 million and $225.1 million in 2008 and
2007 respectively.  Cash used in operations was $89.2 million
during the nine months ended September 30, 2009.  The Company
said it expects to continue to incur losses and negative cash
flows from operations over at least the remainder of 2009.

The Company's only committed source for borrowings is a credit
facility in China.  During the third quarter of 2009, a
$263.5 million credit facility expired and was not renewed.  The
remaining approximately $58.6 million credit facility expires in
the fourth quarter of 2009.

While improvements in operating results, cash flows and liquidity
are anticipated as management's initiatives to control and reduce
costs while maintaining and growing its revenue base are fully
implemented, the Company believes its recurring losses and
expected negative cash flows from operations raise substantial
doubt about its ability to continue as a going concern.  The
Company's  independent registered public accounting firm included
an explanatory paragraph highlighting this uncertainty in the
Company's annual Report on Form 10-K for the year ended
December 31, 2008.

                          About UTStarcom

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company was
founded in 1991 and is headquartered in Alameda, California.


VERENIUM CORPORATION: Posts $11.8 Million Net Loss for 2009
-----------------------------------------------------------
Verenium Corporation reported financial results for the fourth
quarter and year ended December 31, 2009.  The Company also
provided a summary of recent highlights and accomplishments.

The Company reported $11.8 million net loss for the three months
ended Dec. 31, 2009, compared with $19.3 million net loss for the
same period a year ago.

"I am pleased to report that although 2009 was a challenging year
both from an economic and industry perspective, Verenium remained
focused on its overall goals and continued to execute against key
corporate initiatives," said Carlos A. Riva, President and Chief
Executive Officer of Verenium. " Verenium made significant
progress throughout 2009 creating a stronger business platform and
better positioning it for future commercial success."

"The growth we achieved in our product gross margin dollars in
2009 demonstrates the underlying strength of our enzyme business,"
said James E. Levine, Executive Vice President and Chief Financial
Officer.  "We look forward to further progress in 2010."

Total revenues for the fourth quarter and year ended December 31,
2009, were $16.6 million and $65.9 million, respectively, compared
to $19.7 million and $69.7 million for the same periods in the
prior year, with product revenues representing more than 60
percent of total revenues in all periods.

Product revenues for the fourth quarter and year ended
December 31, 2009, were $11.9 million and $44.0 million,
respectively, compared to $12.1 million and $49.1 million for same
periods in the prior year, representing a 2 percent decrease for
the fourth quarter and 10 percent decrease for the year ended
December 31, 2009, primarily reflecting the impact of a shift in a
portion of manufacturing volume of Phyzyme from the Company's toll
manufacturing facility in Mexico City to Genencor's manufacturing
facility. Pursuant to current accounting rules, for sales of
Phyzyme manufactured by Genencor, an affiliate of Danisco, the
Company recognizes revenue only for the amount of the royalty
from Danisco, whereas for product supplied through the toll
manufacturing facility in Mexico City, the Company recognizes
revenue for the sale of the product to Danisco at cost, along with
the royalty revenue.  The decrease in product revenue for the year
ended December 31, 2009, also reflects the Company's
discontinuation of its Bayovac-SRS and Quantum product lines
during early 2008.  The decrease in these product revenues was
offset in part by an increase in revenues from the Company's
Fuelzyme, Veretase and Xylathin enzymes.

Product gross margin dollars increased in the fourth quarter and
for the full year ended December 31, 2009, versus the same periods
in the prior year, due primarily to an increase in Phyzyme
royalties from Danisco, a shift in product mix to higher margin
products and a reduction in inventory losses compared to 2008
related to contamination issues in the Phyzyme enzyme
manufacturing process, which resulted in a lower product gross
margin dollars in 2008.

Excluding cost of product revenues, total operating expenses
decreased to $20.4 million and $102.3 million for the fourth
quarter and year ended December 31, 2009 from $30.7 million and
$214.4 million for the fourth quarter and year ended December 31,
2008.  The year-over-year decrease in total gross operating
expenses relates primarily to the $106.1 million non-cash goodwill
impairment charge recorded in September 2008.  Excluding the
goodwill impairment charge, total operating expenses decreased
$5.9 million for the year ended December 31, 2009, as compared to
the same period in 2008, primarily due to aggressive expense
management.  Total operating expenses include gross expenses
incurred to support ongoing development related to the Company's
consolidated joint ventures with BP, Galaxy and Vercipia. BP's
share of the total operating expenses of the joint ventures was
$8.8 million and $34.3 million for the fourth quarter and year
ended December 31, 2009, and $7.5 million and $12.5 million for
the fourth quarter and year ended December 31, 2008, and is
included below operating expenses as "Loss attributed to non-
controlling interest in consolidated entities" on the Company's
Consolidated Income Statement.  On a non-GAAP basis, net of BP's
share of expenses, pro forma net operating expenses decreased as
compared to prior periods, reflecting the cost sharing and the
Company's expense minimization efforts.

Interest expense related almost exclusively to the cash and non-
cash interest expense from the Company's convertible debt
instruments.  Of total net interest expense for the fourth quarter
and year ended December 31, 2009, $0.5 million and $4.0 million,
respectively, represents non-cash interest expense related to the
Company's convertible notes, compared to $1.6 million and
$5.4 million in non-cash interest for the same periods in 2008.

Net loss attributed to Verenium for the quarter and year
ended December 31, 2009 was $3.0 million and $21.9 million,
respectively, compared to $11.9 million and $176.5 million for the
same periods in 2008.  Adjusted for the non-cash impact of
accounting related to the 8% and 9% convertible notes and non-cash
goodwill impairment charge, the Company's non-GAAP pro-forma net
loss for the quarter and year ended December 31, 2009, was
$3.5 million and $40.1 million, as compared to $14.1 million and
$70.1 million for the same periods in the prior year.  The Company
believes that excluding the non-cash impact of these items
provides a more consistent measure of operating results.

As of December 31, 2009, the Company had unrestricted cash and
cash equivalents totaling approximately $32.1 million, of which
$7.2 million was held by the Company's consolidated joint venture
with BP, Vercipia, which is available solely for the operations of
Vercipia.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?58a9

                         About Verenium

Based in Cambridge, Mass., Verenium Corporation (NASDAQ: VRNM)
-- http://www.verenium.com/-- is a leader in the development and
commercialization of cellulosic ethanol, an environmentally-
friendly and renewable transportation fuel, as well as high-
performance specialty enzymes for applications within the
biofuels, industrial, and animal health markets.

                 Going Concern/Bankruptcy Warning

The Company has incurred a net loss of $18.9 million for the nine
months ended September 30, 2009, and has an accumulated deficit of
$632.5 million as of September 30, 2009.

Based on the Company's current operating plan, which includes
payments to be received by the Company or its consolidated
entities from BP relating to the first and second phases of the
strategic partnership, as well as proceeds from the Company's
recent equity financing, the Company says its existing working
capital may not be sufficient to meet the cash requirements to
fund the Company's planned operating expenses, capital
expenditures, required and potential payments under the 2007
Notes, the 2008 Notes, and the 2009 Notes, and working capital
requirements through 2010 without additional sources of cash
and/or the deferral, reduction or elimination of significant
planned expenditures.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.

The Company adds that while it believes that it will be successful
in raising or generating additional cash through a combination of
corporate partnerships and collaborations, federal, state and
local grant funding, selling or financing assets, incremental
product sales and the additional sale of equity or debt
securities, if it is unsuccessful in raising additional capital
from any of these sources, it may need to defer, reduce or
eliminate certain planned expenditures, restructure or
significantly curtail its operations, file for bankruptcy or cease
operations.


WARNACO GROUP: Moody's Upgrades Corporate Family Rating to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service upgraded The Warnaco Group, Inc.'s
Corporate Family and Probability of Default Ratings to Ba1 from
Ba2.  Moody's Senior Analyst Scott Tuhy said "The upgrade reflects
Warnaco's continued improvement in operating performance, with
sustained organic revenue growth and operating margin expansion."
The rating outlook is stable.

Warnaco's Ba1 Corporate Family Rating reflects its solid market
position and strong credit metrics.  The rating is further
supported by strong brand awareness, broad channel
diversification, and good liquidity.  The company's rating is
constrained by its narrow product focus, high concentration on the
reputation and image of the Calvin Klein brand, as well as
susceptibility to weakness in discretionary consumer spending
inherent in the apparel industry.

As a result of the Corporate Family Rating upgrade, the senior
unsecured notes were also upgraded to Ba2 from Ba3.  The senior
secured revolving facility was affirmed at Baa2.  The affirmation
of the senior secured revolving facility reflects the upgrade of
the Corporate Family Rating, partly offset by the lower level of
unsecured debt following an approximately $50 million redemption
of the company's senior unsecured notes in early 2010.

These ratings were upgraded:

* Corporate Family Rating to Ba1 from Ba2

* Probability of Default Rating to Ba1 from Ba2

* $111 million senior unsecured notes to Ba2 (LGD 5, 72%) from Ba3
  (LGD 5, 71%)

This rating was affirmed and its LGD estimate adjusted:

* $300 million senior secured asset-backed revolving credit
  facility at Baa2 (LGD 2, 20%)

Moody's last rating action on Warnaco was on September 14, 2009,
when the outlook was revised to positive from stable.

The Warnaco Group, Inc., headquartered in New York, NY, designs,
sources, markets, licenses and distributes a broad line of
intimate apparel, sportswear and swimwear worldwide under a
variety of brands such as Calvin Klein, Speedo, Chaps, Warner's
and Olga.  Revenues for the twelve months that ended Jan 2, 2010,
were approximately $2.0 billion.


WATERSIDE CAPITAL: Delisted From Nasdaq
---------------------------------------
On January 7, 2010, the Registrant disclosed that its common stock
would be delisted from the Nasdaq Stock Market. The Registrant's
common stock was suspended on January 11, 2010, and has not traded
on the Nasdaq Stock Market since that time. On March 9, 2010,
Nasdaq filed a Form 25 with the Securities and Exchange Commission
to complete the delisting. The delisting becomes effective on
March 19, 2010, ten days after the Form 25 was filed.

Waterside Capital Corporation is a Small Business Investment
Company (SBIC) headquartered in Virginia Beach, Virginia with a
portfolio of approximately $17.8 million of loans and investments
in 13 companies located primarily in the Mid-Atlantic region.
Waterside Capital's individual investments range from $500,000 to
over $3 million.


ZALE CORPORATION: Reports $6.6 Mil. Profit for Jan. 31 Quarter
--------------------------------------------------------------
Zale Corporation filed its quarterly report on Form 10-Q,
reporting a $6.6 million profit on $582.2 million of revenues for
the three months ended Jan. 31, 2010, compared with $31.7 million
net loss on $679.3 million of revenues for the same period a year
ago.

The Company's balance sheet at Jan. 31 revealed $1.2 billion in
total assets, $316.1 million total current liabilities, $367.6
million long-term debt, and $192.8 million other liabilities for a
$325.8 million stockholders' equity.

A full-text copy of the Form 10-Q is available for free at
http://ResearchArchives.com/t/s?58ac

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.


* Increasing Bankruptcy Judgeships Passes House
-----------------------------------------------
Bill Rochelle, citing a report by Congressional Quarterly Today,
Said that the House of Representatives, with support from both
sides, passed a bill on March 12 that would create 13 new
bankruptcy judgeships while giving permanent status to 22
judgeships that are now temporary.  The vote in the House was 345-
5, the report said.  If passed in the Senate and signed by the
President, there would be 365 bankruptcy judges.  The new judges
would be paid for by raising the Chapter 7 filing fee by $1 and
the fee for Chapter 11 by $42, the report said.


* Paul Kellogg Named Partner at Hughes Watters Askanase
-------------------------------------------------------
Hughes Watters Askanase, L.L.P., has promoted Paul Kellogg to
partner. Kellogg, who joined HWA in 2001, also has been named as
the leader of HWA's Business Planning and Strategy Practice Area.

Kellogg's practice focuses on consumer and commercial financial
services (including auto and retail credit, identity fraud, and
privacy issues), regulatory compliance, mortgage lending and
compliance, fundamental issues facing small- and medium-sized
businesses, and the formation and divestiture of business
entities.  He has been named a Rising Star by Texas Monthly
magazine every year since 2004 in its Super Lawyers issue and was
inducted into the College of the State Bar of Texas in 2008.  He
also serves as a source for media outlets such as The Houston
Business Journal and KUHF-FM Houston Public Radio.

"We are pleased to welcome Paul Kellogg to the ranks of HWA
partnership," said Larry Young, another partner with HWA. "In the
consumer area, Paul's experience in consumer financial services
with retailers, banks, home mortgage lenders, auto dealers and
auto finance companies has proved invaluable.  In the corporate
area, his acumen in creating and representing corporations,
partnerships and limited liability companies and in handling
private placements has been extremely important to HWA business
clients.  Paul also brings to his work the kind of diligence and
'don't let it go until it is done' mentality that are difficult to
find in any field."

Kellogg previously worked as an attorney with Bond & Taylor,
L.L.P., where he specialized in start-up companies, venture
capital and private securities transactions.  Prior to becoming a
lawyer, he worked as a business manager for two small retail
businesses and as a community liaison and issue analyst for former
Houston mayors Kathy Whitmire and Bob Lanier.  He earned a
Bachelor of Arts degree in political science from Rice University
in 1987, a Master of Arts degree in public administration from the
University of Houston in 1996 and a Juris Doctorate, cum laude,
from University of Houston Law Center in 1999.

Kellogg is a member of several professional associations,
including the American Bar Association - Section of Business Law,
Consumer Financial Services Committee; Houston Bar Association -
Consumer and Commercial Law Committee; Mortgage Bankers
Association (National and Texas); National Reverse Mortgage
Lenders Association; State Bar of Texas - Consumer and Financial
Law Committee; and Business Law Committee.

"I am honored to join this extraordinary group of people who are
respected leaders in their legal fields. We have the practical
knowledge and experience to offer a wide range of advice and
assistance for the whole life cycle of a business," Kellogg
commented.

                   About Hughes Watters Askanase

For more than 32 years, Hughes Watters Askanase, LLP has helped
business organizations, financial institutions and individuals
succeed with their business endeavors.  The firm's attorneys play
a strategic role and support clients through every stage of
existence and operation, from formation to liquidation. The
practice focuses on the various interrelated areas which provide
the greatest opportunities and most challenging obstacles: banking
and credit union representation, business bankruptcy, business
planning and strategy, default servicing, real estate and finance,
consumer financial services, commercial litigation, and wills and
probate.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                         Total
                                              Total     Share-
                                   Total    Working   Holders'
                                  Assets    Capital     Equity
  Company          Ticker          ($MM)      ($MM)      ($MM)
  -------          ------         ------    -------   --------
AUTOZONE INC       AZO US        5,425.0     (100.6)    (421.7)
DUN & BRADSTREET   DNB US        1,749.4      (99.5)    (734.0)
MEAD JOHNSON       MJN US        2,070.3      235.9     (664.3)
BOARDWALK REAL E   BEI-U CN      2,378.3        -        (45.0)
NAVISTAR INTL      NAV US        9,126.0    1,277.0   (1,622.0)
UNISYS CORP        UIS US        2,956.9      308.6   (1,271.7)
TAUBMAN CENTERS    TCO US        2,606.9        -       (474.7)
BOARDWALK REAL E   BOWFF US      2,378.3        -        (45.0)
INTERMUNE INC      ITMN US         114.7       73.5     (105.8)
CHOICE HOTELS      CHH US          340.0       (3.9)    (114.2)
WR GRACE & CO      GRA US        3,968.2    1,134.0     (290.5)
DEX ONE CORP       DEXO US       4,498.8     (402.9)  (6,919.0)
MOODY'S CORP       MCO US        2,003.3     (223.1)    (596.1)
LINEAR TECH CORP   LLTC US       1,512.8      673.5     (114.3)
WEIGHT WATCHERS    WTW US        1,087.5     (336.1)    (733.3)
CABLEVISION SYS    CVC US        9,325.7      (14.9)  (5,143.3)
IPCS INC           IPCS US         559.2       72.1      (33.0)
PETROALGAE INC     PALG US           3.2       (6.6)     (40.1)
SUN COMMUNITIES    SUI US        1,181.4        -       (111.3)
DISH NETWORK-A     DISH US       8,295.3      188.7   (2,091.7)
UAL CORP           UAUA US      18,684.0   (1,368.0)  (2,811.0)
HEALTHSOUTH CORP   HLS US        1,681.5       34.8     (510.2)
NATIONAL CINEMED   NCMI US         628.2       92.8     (493.1)
REGAL ENTERTAI-A   RGC US        2,637.7       32.4     (246.9)
REVLON INC-A       REV US          794.2       94.3   (1,033.6)
VECTOR GROUP LTD   VGR US          735.5      240.2       (4.7)
CHENIERE ENERGY    CQP US        1,859.5       37.3     (480.3)
TEAM HEALTH HOLD   TMH US          940.9       17.4      (92.3)
OVERSTOCK.COM      OSTK US         144.4       34.1       (3.1)
EPICEPT CORP       EPCT SS           7.5       (6.5)      (9.1)
JUST ENERGY INCO   JE-U CN       1,387.1     (387.0)    (356.5)
VENOCO INC         VQ US           739.5      (20.6)    (174.5)
DOMINO'S PIZZA     DPZ US          453.8       59.2   (1,321.0)
KNOLOGY INC        KNOL US         646.9       26.2      (33.9)
FORD MOTOR CO      F US        197,890.0   (8,112.0)  (6,515.0)
INCYTE CORP        INCY US         712.4      523.2     (102.4)
LIBBEY INC         LBY US          797.8      146.5      (66.9)
THERAVANCE         THRX US         181.4      123.1     (189.0)
ARVINMERITOR INC   ARM US        2,499.0       98.0   (1,112.0)
TALBOTS INC        TLB US          839.7       (3.9)    (190.6)
WORLD COLOR PRES   WC CN         2,641.5      479.2   (1,735.9)
WORLD COLOR PRES   WCPSF US      2,641.5      479.2   (1,735.9)
JAZZ PHARMACEUTI   JAZZ US         107.4      (22.3)     (72.8)
WORLD COLOR PRES   WC/U CN       2,641.5      479.2   (1,735.9)
GRAHAM PACKAGING   GRM US        2,126.3      167.2     (763.1)
BLOUNT INTL        BLT US          483.6      149.5       (6.7)
CARDTRONICS INC    CATM US         460.4      (47.3)      (1.3)
EXTENDICARE REAL   EXE-U CN      1,668.1      122.8      (40.9)
BLUEKNIGHT ENERG   BKEP US         316.8       (4.3)    (133.6)
PROTECTION ONE     PONE US         628.1       29.1      (83.3)
MANNKIND CORP      MNKD US         247.4        8.8      (59.2)
AFC ENTERPRISES    AFCE US         116.6       (2.7)     (18.2)
AMER AXLE & MFG    AXL US        1,986.8       71.1     (559.9)
AMR CORP           AMR US       25,438.0   (1,086.0)  (3,489.0)
DEXCOM             DXCM US          46.9       18.1      (18.4)
FORD MOTOR CO      F BB        197,890.0   (8,112.0)  (6,515.0)
CENVEO INC         CVO US        1,525.8      162.5     (176.5)
CENTENNIAL COMM    CYCL US       1,480.9      (52.1)    (925.9)
SALLY BEAUTY HOL   SBH US        1,529.7      360.6     (580.2)
UNITED RENTALS     URI US        3,859.0      244.0      (19.0)
SANDRIDGE ENERGY   SD US         2,780.3       30.4     (195.9)
US AIRWAYS GROUP   LCC US        7,454.0     (458.0)    (355.0)
ACCO BRANDS CORP   ABD US        1,106.8      238.2     (117.2)
GREAT ATLA & PAC   GAP US        3,025.4      248.7     (358.5)
WARNER MUSIC GRO   WMG US        3,934.0     (599.0)     (97.0)
LIN TV CORP-CL A   TVL US          790.5       20.4     (169.2)
PDL BIOPHARMA IN   PDLI US         338.4       22.3     (416.0)
LODGENET INTERAC   LNET US         508.4       (4.9)     (71.0)
VIRNETX HOLDING    VHC US            4.3       (0.1)      (0.1)
EXELIXIS INC       EXEL US         343.4       22.9     (163.7)
RURAL/METRO CORP   RURL US         275.4       35.2     (105.3)
RESVERLOGIX CORP   RVX CN           12.4        3.7       (9.2)
ZYMOGENETICS INC   ZGEN US         319.3      110.1       (4.0)
CYTORI THERAPEUT   CYTX US          24.7        9.9       (3.7)
EASTMAN KODAK      EK US         7,691.0    1,407.0      (33.0)
SINCLAIR BROAD-A   SBGI US       1,597.7       23.1     (202.2)
PALM INC           PALM US       1,326.9       61.0     (151.2)
VIRGIN MOBILE-A    VM US           307.4     (138.3)    (244.2)
QWEST COMMUNICAT   Q US         20,380.0     (483.0)  (1,178.0)
GENCORP INC        GY US           935.7      111.2     (289.1)
HOVNANIAN ENT-A    HOV US        2,100.2    1,222.4     (110.7)
NPS PHARM INC      NPSP US         159.6       71.3     (222.8)
CONEXANT SYS       CNXT US         273.7       65.8      (66.7)
DYAX CORP          DYAX US          51.6       23.6      (49.2)
CC MEDIA-A         CCMO US      17,696.1    1,508.0   (7,020.6)
PRIMEDIA INC       PRM US          239.7       (3.3)    (102.2)
ENERGY COMPOSITE   ENCC US           -         (0.0)      (0.0)
SEALY CORP         ZZ US         1,015.5      157.2     (108.0)
WAVE SYSTEMS-A     WAVX US           6.3       (2.0)      (1.9)
CHENIERE ENERGY    LNG US        2,732.6      220.1     (432.1)
AMERICAS ENERGY    AENY US           1.4        1.3       (0.0)
ARIAD PHARM        ARIA US          85.2       37.1      (72.3)
CINCINNATI BELL    CBB US        2,064.3       (2.8)    (654.6)
DENNY'S CORP       DENN US         312.6      (33.8)    (127.5)
GLG PARTNERS-UTS   GLG/U US        500.8      167.4     (283.6)



                           *********

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 ***