TCR_Public/100317.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, March 17, 2010, Vol. 14, No. 75

                            Headlines

20 BAYARD: Creditors Have Until April 1 to File Proofs of Claim
2100 NORTH: Organizational Meeting to Form Panel on March 30
374 WEST STREET: Case Summary & 10 Largest Unsecured Creditors
ABITIBIBOWATER INC: Canadian Court OKs Stakeholder Committees
ABITIBIBOWATER INC: CCAA Units Want Stay Extension Until June 18

ABITIBIBOWATER INC: Reaches Tentative CEP & Quebec Labor Deals
ABITIBIBOWATER INC: Wants to Sell Non-Core Assets to Canada Inc.
ADAM HAMILON: Files Schedules of Assets & Liabilities
ADAM HAMILON: Section 341(a) Meeting Scheduled for April 14
ADAM HAMILON: Taps Parker & DuFresne as Bankruptcy Counsel

ALERIS INT'L: Deutschland Files Schedules of Assets & Debts
ALERIS INT'L: To Present Plan for Confirmation on May 13
ALL AMERICAN: Wants to Use FMAC's Cash Collateral Until March 31
ALLIED CAPITAL: Board Declares Special Dividend; Prospect Quits
ALLIED CAPITAL: Centaurus Capital Holds 5.3% of Common Stock

AMR CORP: Capital Research Global Holds 6.9% of Common Stock
AMR CORP: Capital World Investors Holds 7.8% of Common Stock
AMR CORP: Vanguard Chester Funds Holds 4.73% of Common Stock
ANF ASBURY: Asks for Court's Nod to Use Cash Collateral
ANTHRACITE CAPITAL: To Liquidate Assets Under Chapter 7

AQUILEX HOLDINGS: Moody's Assigns 'Ba2' Rating on $235 Mil. Notes
ARLIE & COMPANY: Files Schedules of Assets and Liabilities
ARLIE & COMPANY: Gets Final OK to Access Prepetition Lenders' Cash
ARLIE & COMPANY: U.S. Trustee Amends Creditors Committee
ASPEN MAIN STREET: Case Summary & 20 Largest Unsecured Creditors

AVENTINE RENEWABLE: Successfully Emerges From Bankruptcy
BEAR ISLAND: Asks for Court OK to Continue Premium Financing Pacts
BEARINGPOINT INC: Trustee Seeks $8.1 Million From Yale
BLACK CROW: Final DIP Hearing on March 19
BLOCKBUSTER INC: Seeks to Cut DVD Costs, May File Chapter 11

BOMBARDIER INC: Fitch Assigns 'BB+' Rating on $1 Bil. Notes
BOMBARDIER INC: Moody's Assigns 'Ba2' Rating on $1 Bil. Notes
BOSTON SCIENTIFIC: Moody's Retains 'Ba1' Ratings & Stable Outlook
BRESNAN BROADBAND: S&P Puts 'B+' Rating on CreditWatch Developing
BROADWAY 401: Wins Approval of Plan to Sell Towers

BRUNDAGE-BONE CONCRETE: Wants CTO to Resolve Wells Fargo's Concern
CANNERY CASINO: S&P Downgrades Corporate Credit Rating to 'B-'
CAPITAL GROWTH: Pays All Debt Obligations Under Loan Agreement
CAPMARK FINANCIAL: Sells Advisory Business to Trecap Partners
CASCADE BANCORP: Posts $93.1 Million Net Loss in 2009

CATALYST PAPER: S&P Raises Corporate Credit Rating to 'CCC+'
CATHOLIC CHURCH: Fairbanks' Berger Wants Distribution Procedures
CATHOLIC CHURCH: Fairbanks Wants Until May to Sue Greens
CATHOLIC CHURCH: Wilmington Committee to Retain Morgan Lewis
CATHOLIC CHURCH: Wilmington Committee Wants Case Mediator

CATHOLIC CHURCH: Wilmington Panel Retains BMI as Consultant
CC MEDIA: Revenues Down 17% in 2009; Economic Downturn Blamed
CENTAUR LLC: Gets Interim Okay to Use Cash Collateral
CENTRAL GARDEN: Moody's Upgrades Ratings on New Notes to 'B2'
CENTRAL METAL: Examiner Hearing Postponed to Give Way for Talks

CHEMTURA CORP: $3.7 Mil. in Claims Change Hands in 16 Days
CHEMTURA CORP: Expands Antioxidants & UV Stabilizers Business
CHEMTURA CORP: Sues AIG Parties for Coverage on Diacetyl Claims
CIRTRAN CORPORATION: Shaher Hawatmeh Steps Down as COO
CIRTRAN CORP: Completes Rights and Responsibilities Transfer

CIT GROUP: Post-Bankruptcy Net Worth Rose to $41.99 a Share
CITADEL BROADCASTING: Wins Approval of Plan Outline
CITADEL BROADCASTING: Court Sets April 21 Claims Bar Date
CITADEL BROADCASTING: Has Final Approval for Cash Collateral Use
CLEAR CHANNEL: Posts $57.8 Million Net Loss for 2009

COLONIAL BANCGROUP: Given Exclusivity Until June 18
COMMERCIAL VEHICLE: Balance Sheet at Dec.31 Upside-Down by $37.7M
CONGOLEUM CORP: Files Fourth Amended Plan; Plan Outline Approved
CONSOL ENERGY: Moody's Affirms 'Ba2' Corporate Family Rating
CONSOL ENERGY: S&P Puts 'BB+' Rating on CreditWatch Negative

CRESCENT RESOURCES: Amends Chapter 11 Plan
DELTA PETROLEUM: KPMG LLP Raises Going Concern Doubt
DENNY'S CORP: Balance Sheet at Dec. 31 Upside-Down by $127 Mil.
DENTON LONE OAK: Case Summary & 20 Largest Unsecured Creditors
DIGICEL GROUP: Moody's Assigns 'Caa1' Rating on $775 Mil. Notes

DUBOIS & SON: Files for Chapter 7 Bankruptcy in Florida
DUNN PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
EMISPHERE TECH: Board Grants 300,000 Stock to Michael Novinski
ENRON CORP: 15 Former Employees Object to Final Distribution
ENRON CORP: ECRC Files 21st Post-Confirmation Report

ENRON CORP: Investors Partner, et al., Junk Suit vs. Lay, Others
EPV SOLAR: Has Five-Member Creditors Committee
EXACT SCIENCES: Reports $9.1 Million Net Loss for FY 2009
EXTENDED STAY: Examiner Files Report on Probe Under Seal
EXTENDED STAY: Has Revisions to Deal With Centerbridge & Paulson

EXTENDED STAY: To Seek Approval of Plan Outline on April 8
FIRETHORNE COUNTRY: Files for Bankruptcy to Avoid Receivership
FOREST CITY: S&P Assigns 'CCC+' Rating on New $220 Mil. Stocks
GENERAL GROWTH: Bonds Soar Amidst Financial Crisis
GENERAL GROWTH: Files 1st Post-Confirmation Status Report

GENERAL GROWTH: Providence, 5 Others Exit Chapter 11
GENERAL GROWTH: To Split Company in Two, May File Plan March 18
GENOIL INC: Elliott Davis No Longer Holds Shares
GMAC INC: Said to Hire Citigroup, Goldman Sachs for TARP Repayment
GOLDBERG-BAYMEADOWS: Wants to Use Cash Collateral; Wells Objects

GRAY TELEVISION: Moody's Sees Pressure on 'Caa1' Ratings
GTC BIOTHERAPEUTICS: PwC Raises Going Concern Doubt
HANMI FINANCIAL: KPMG Raises Going Concern; Needs to Raise Capital
HCA INC: Issues $1.4 Billion Senior Secured Notes Due 2020
HD SUPPLY: S&P Assigns 'BB-' Rating on $250 Mil. Senior Loan

HILL-ROM HOLDINGS: Moody's Gives Stable Outlook; Affirms Ratings
IMPERIAL CAPITAL: Amends Schedules of Assets and Liabilities
IMPERIAL CAPITAL: U.S. Trustee Forms 3-Member Creditors Panel
IMPLANT SCIENCES: Laurus, et al., Hold 9.69% of Common Stock
INNOVATIVE COMPANIES: Has Until May 14 to Propose Chapter 11 Plan

INTERNATIONAL ALUMINUM: Court Sets March 30 as Claims Bar Date
INTERNATIONAL ALUMINUM: Has Access to Lenders Cash Until May 31
INTERNATIONAL ALUMINUM: Parties Have Until April 7 to Vote on Plan
IRONHORSE COUNTRY CLUB: Sold to Thomas O'Malley for $2.85 Mil.
JOHNNY CHATMAN: Case Summary & 20 Largest Unsecured Creditors

JOSELITO ALBAN GUZMAN: Case Summary & 20 Largest Unsec. Creditors
JUAN MANUEL LUGO: Case Summary & 17 Largest Unsecured Creditors
KITCHEN GADGETRY: Files for Bankruptcy Protection under Chapter 7
LEHMAN BROTHERS: Files Chapter 11 Plan of Reorganization
LEHMAN BROTHERS: Proposes Asset Management Agreements

LEHMAN BROTHERS: Unsealed 2,200-Page Report of Examiner
LEHMAN BROTHERS: UK Regulators Ask E&Y to Produce Papers
LEWIS EQUIPMENT: Trustee Negotiates Cash Use From Frost Bank
LODGENET INT: Balance Sheet at Dec. 31 Upside-Down by $70 Mil.
LYONDELL CHEMICAL: Receives Nod for Lender Litigation Settlement

LYONDELL CHEMICAL: U.S. Court OKs Equity Commitment Agreement
LYONDELL CHEMICAL: U.S. Court OKs Reorganization Plan Outline
LYONDELLBASELL INDUSTRIES: Moody's Puts 'B1' Corp. Family Rating
MAGNACHIP SEMICONDUCTOR: To Raise $250 Million Public Offering
MALLARD CREEK: Files for Chapter 7 Bankruptcy

MGM MIRAGE: Contractor Files Mechanics' Liens on CityCenter
MGM MIRAGE: Settles With New Jersey Over Borgata Hotel Sale
MIDWEST BANC: Transfer of Listing to Nasdaq Capital Market Okayed
MIDWEST MANUFACTURING: Files for Bankruptcy Protection
MOLECULAR INSIGHT: Recurring Losses Prompt Going Concern Doubt

MSJ INVESTMENT: Alliance Bank Disputes Use of Hotel Revenues
MSJ INVESTMENT: U.S. Trustee Fails to Appoint Creditors Panel
MUZAK HOLDINGS: GE Arranges $109 Million Exit Facility
NATIONWIDE PARKING: Files for Chapter 11 Bankruptcy in Colorado
NLP ACQUISITION: Gets Interim OK to Use FirstMerit Collateral

NORTH COUNTRY BBQ: Sells to Franchiser Famous Dave's
NORTHSIDE TOWER REALTY: Case Summary & 11 Largest Unsec. Creditors
ORLEANS HOMEBUILDERS: DIP Financing Plea Final Hearing on April 6
OTTER TAIL: Disclosure Statement Hearing on April 7
PACIFIC CAPITAL: Moody's Junks Rating on Long-Term Deposits

PARK AVENUE BANK: Former CEO Arrested on TARP Fraud
PHILIPS-VAN HEUSEN: Moody's Reviews 'Ba2' Corp. Family Rating
PUREDEPTH INC: Files Form 15 to Cancel Registration of Shares
QUALITY HOME: Moody's Assigns 'Caa1' Corporate Family Rating
RADNET MANAGEMENT: Moody's Affirms 'B2' Corp. Family Rating

RADNET MANAGEMENT: S&P Assigns 'B+' Rating on $375 Mil. Loan
RATHGIBSON INC: Has Exclusivity Until June 30
REFCO INC: Deutsche Bank's $16 Million in Claims Allowed
REFCO INC: Ex-Lawyer J. Collins Loses Bid for New Trial
REFCO INC: Togut Segal Charges $422,000 for 7 Months' Work

REPROS THERAPEUTICS: Posts $27.2 Million Net Loss in 2009
RICHARD FISCH: Case Summary & 20 Largest Unsecured Creditors
RITZ CAMERA: Hearing on Liquidating Plan Set for April 20
ROBERT CLARK GILBERT: Case Summary & 1 Largest Unsecured Creditor
SALANDER-O'REILLY: Preparing for Art Works Auction

SCIENTIFIC GAMES: S&P Cuts Corporate Family Rating to 'Ba3'
SELECT COMFORT: Dismisses KPMG, Hires Deloitte & Touche
SIRIUS XM: Moody's Upgrades Rating on Senior Notes to 'Caa1'
SIX FLAGS: Amends Texas General Liability Policy
SIX FLAGS: Gets Nod to Reject Kentucky Theme Park Leases

SIX FLAGS: SFI Unsecured Noteholders Split on Plan Voting
SMART ONLINE: Atlas Capital Holds 40% of Common Stock
STANDARD FORWARDING: Sells Business for $1.5-Mil Plus Debt
STATION CASINOS: Gets Nod of Occidental Energy Deal
STATION CASINOS: Panel Has OK for Maupin Cox as Nevada Counsel

STATION CASINOS: Proposes to Pay Employee Contract Bonuses
SWOOZIE'S INC: DIP Financing Gets Interim OK; Committee Objects
SYMBIO SOLUTIONS: Can Hire Goodrich as General Bankr. Counsel
SYMBIO SOLUTIONS: Files Schedules of Assets & Liabilities
SYMBIO SOLUTIONS: Gets Court's Nod to Use Cash Collateral

SYMBIO SOLUTIONS: U.S. Trustee Appoints Members to Creditors Panel
TENET HEALTHCARE: McDonald Williams Resigns as Board Member
TENET HEALTHCARE: Fitch Affirms 'B-' Issuer Default Rating
TOTES ISOTONER: S&P Gives Stable Outlook; Affirms 'B-' Rating
TRONOX INC: Plan Exclusivity Extension Hearing on March 25

TRONOX INC: Proposes Settlement With Century Indemnity
TRONOX INC: Wants Removal Period Extended Until Sept. 30
TROPICANA ENTERTAINMENT: Admin. Claims vs. OpCo Due April 7
TROPICANA ENTERTAINMENT: LV Unit Names Marcou-Stafford as Sales VP
TROPICANA ENTERTAINMENT: NJCC OKs Tropicana AC Sale to Icahn

UNO RESTAURANT: Files Bankruptcy Plan, Plans Offering
VISTEON CORP: Files Amended Plan of Reorganization
VUE AT LAKE: Sells Assets to Condo Developer for $25.9 Million
WYLE HOLDINGS: S&P Affirms 'B+' Corporate Credit Rating

* Arent Fox Reveals White Collar Defense Partners in Washington
* Deloitte Taps Langford to Lead Distressed Asset & Debt Practice

* Upcoming Meetings, Conferences and Seminars


                            *********


20 BAYARD: Creditors Have Until April 1 to File Proofs of Claim
---------------------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York has established April 1, 2010, at
5:00 p.m. (prevailing Eastern Time), as the last day for any
individual or entity to file proofs of claim against 20 Bayard
Views, LLC.

The Court also set June 29, 2010, at 5:00 p.m. (EST) as the last
date and time by which governmental units may file proofs of
claims.

Proofs of claim may be filed with the Bankruptcy Court by:

   (i) mailing the original proof of claim to the Bankruptcy Clerk
       for at 271 Cadman Plaza East, Brooklyn, NY 11201-1800, by
       first class U.S. Mail or by overnight delivery;

  (ii) hand delivery to the Bankruptcy Court Clerk's Office at the
       Bankruptcy Court; or

(iii) electronically filing the proof of claim in the Bankruptcy
       Court's Electronic Case Filing System.

Brooklyn, New York-based 20 Bayard Views, LLC, filed for Chapter
11 bankruptcy protection on December 4, 2009 (Bankr. E.D.N.Y.
Case No. 09-50723).  Leslie A. Berkoff, Esq., at Moritt Hock
Hamroff Horowitz, 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 in its petition.


2100 NORTH: Organizational Meeting to Form Panel on March 30
------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on March 30, 2009, at
10:00 a.m. in the bankruptcy case of 2100 North Central Road, LLC.
The meeting will be held at U.S. Trustee's Office, One Newark
Center, 21st Floor, Room 2106, Newark, NJ 07102.

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

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

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

2100 North Central Road, LLC, filed for Chapter 11 bankruptcy
protection on March 9, 2010 (Bankr. D. N.J. 10-14233).  Timothy G.
Griffin, Esq., at the Law Office of Timothy G. Griffin, assists
the Debtor in its restructuring effort.  The Company listed less
than $10 million assets.


374 WEST STREET: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 374 West Street, LLC, a Corporation
        21515 Hawthorne Blvd., #975
        Torrance, CA 90503

Bankruptcy Case No.: 10-19554

Chapter 11 Petition Date: March 15, 2010

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Scott C. Clarkson, Esq.
                  3424 Carson St., Ste. 350
                  Torrance, CA 90503
                  Tel: (310) 542-0111
                  Fax: (310) 214-7254
                  Email: sclarkson@lawcgm.com

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

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

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

             http://bankrupt.com/misc/cacb10-19554.pdf

The petition was signed by Tony Ashai, president of the Company.


ABITIBIBOWATER INC: Canadian Court OKs Stakeholder Committees
-------------------------------------------------------------
In the context of the CCAA Proceedings and as a result of the
ongoing restructuring process of Abiti-Consolidated Inc. and its
Canadian affiliates' businesses, certain actions taken by or
imposed on the Applicants have impacted, and will continue
impacting, various and diverse groups of their stakeholders,
including bondholders, employees, former employees, pensioners and
other groups, Stikeman Elliott LLP, in Montreal, Canada, asserts.

While certain groups of stakeholders are well-organized and have
been represented throughout the course of the CCAA Proceedings,
other stakeholders, including non-unionized employees, former
non-unionized employees and pensioners who were non-unionized
while employed by the Applicants -- or the "Affected
Stakeholders" -- have not formally been represented for reasons
particular to their situation.

At the behest of ACI and its units, Mr. Justice Gascon authorized
the formation of ad hoc committees of stakeholders, or
Consultative Committees, by:

  (a) any and all groups of non-unionized employees, former non-
      unionized employees and pensioners who were non-unionized
      while employed by the CCAA Applicants;

  (b) who are affected by the restructuring efforts undertaken
      by the CCAA Applicants; and

  (c) who remain, as of March 9, 2010, unrepresented in the
      CCAA Proceedings.

The Canadian Court also authorized the Consultative Committees to
appoint lead representatives charged with coordinating the tasks
of consulting and representing their committee, as well as
participating in discussions with, and formulating non-binding
suggestions, to the CCAA Applicants.

Members of the Consultative Committees and their Lead
Representatives, if any, will act in an advisory and consultative
role only, and they will have neither authority to bind any
Affected Stakeholder of the CCAA Applicants, nor responsibility
to any Affected Stakeholder of the CCAA Applicants, except as may
explicitly be agreed by the Parties and approved by the Canadian
Court.

Mr. Justice Gascon also authorized the CCAA Applicants to consult
with the Lead Representatives of the Consultative Committees, it
being understood that said Committees will be formed for advisory
and consultative purposes only, and that the CCAA Applicants will
incur no further liability or obligation as a result of the
Committees' formation.

The Consultative Committees may hire legal counsel to make
representations before the Canadian Court.  The Representations,
however, will bind no Affected Stakeholder except the members of
the Consultative Committee or other Affected Stakeholders who
agree to be so bound.  The expenses of counselors and other
experts that may be engaged by the Consultative Committees will
be for the account of only those members who explicitly agree on
the retention, the Canadian Court clarified.

Consultative Committees members, including the Lead
Representatives, will incur no liability or obligation as a
result of the advisory and consultative role they assumed, Mr.
Justice Gascon held.  No action or other proceedings may be
commenced against any Consultative Committee member relating to
(i) its appointment as Lead Representative, and (ii) its conduct
as Consultative Committee member or Lead Representative, except
with prior leave of the Canadian Court on a seven-day notice to
the Consultative Committee member concerned, the monitor
appointed in the CCAA Proceedings, and the monitor's counsel.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: CCAA Units Want Stay Extension Until June 18
----------------------------------------------------------------
Abitibi-Consolidated Inc., Bowater Inc. and certain of their
affiliates, as applicants under the Companies' Creditors
Arrangement Act of Canada asked Honorable Mr. Justice Clement
Gascon, J.S.C., of the Superior Court Commercial Division for the
District of Montreal in Quebec, Montreal, Canada, to extend the
period within which no right may be exercised and no proceeding
may be commenced or proceeded against them or any of their
property, assets, rights and undertakings, through and including
June 18, 2010.

The CCAA Applicants' current CCAA Stay Period expired on
March 15, 2010.

On behalf of the CCAA Applicants, Stikeman Elliott LLP, in
Montreal, Canada, related that since the issuance of the Third
Stay Extension Order, the CCAA Applicants have made, and continue
to make, significant efforts to address the concerns of all
stakeholders.  They have also continued to implement and maintain
effective procedures to permit an efficient monitoring of their
financial situation.

Specifically, the CCAA Applicants are:

  (1) continuing their pre-filing initiatives to dispose of non-
      productive or redundant assets;

  (2) in the process of reviewing and recording the significant
      volume of claims that have been filed in the CCAA and the
      U.S. Chapter 11 Proceedings;

  (3) expecting to file a request for the nomination of
      additional Claims Officers and Grievance Claims Officers;
      and

  (4) continuing the pension deficit funding discussions with
      various stakeholders including the Government of Quebec.

Moreover, on February 2, 2010, Bridgewater Paper Company Limited,
a subsidiary of the CCAA Applicants with operations in the United
Kingdom, filed for administration.

In March 2010, the CCAA Applicants resumed talks with their
unions with respect to the renewal of their collective bargaining
agreements, a key condition to emergence from the present
proceedings under the CCAA.  The CCAA Applicants and the Syndic
at des communications, de l'energie et du papier also reached a
Memorandum of Agreement concerning the renewal of the SCEP
collective bargaining agreements, which has yet to be ratified by
individual SCEP union members and concerns approximately 3,000
workers and 8,000 pensioners represented by 23 locals in 12
locations in Quebec and Ontario.

According to Stikeman, the extension of the Stay Period is
necessary in order to provide the CCAA Applicants "an adequate
period of time to move forward with the claims process and to
continue discussions with their stakeholders with a view to
assembling a restructuring plan under the CCAA."

"It is estimated that the requested extension of the Stay Period
until June 18, 2010, will, afford the [CCAA Applicants] an
adequate period of time to make material progress towards that
goal," Stikeman added.

The CCAA Applicants believe that no creditor will suffer any
undue prejudice by the extension of the Stay Period because the
CCAA Applicants have forecast to have "sufficient liquidity"
during that period.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Reaches Tentative CEP & Quebec Labor Deals
--------------------------------------------------------------
After a series of arduous talks, AbitibiBowater Inc. and the
Communications, Energy and Paperworkers Union of Canada have
struck a tentative agreement covering 4,500 workers and 8,000
retirees from 23 AbitibiBowater local unions at 12 pulp and paper
mills in Eastern Canada.

The Agreement, reached on March 7, 2010, requires about 4,000
workers at 12 pulp and paper mills in Quebec, Ontario and
Atlantic Canada to accept wage concessions that would be used to
fund pension contributions for existing employees and 8,000
retirees, according to The Canadian Press.

AbitibiBowater took off the table its proposal to terminate the
pension plans, which would have reduced pension benefits by an
average of 25%.  Provincial government will now bear the
responsibility to adopt the appropriate regulatory changes to
allow the Company to financially fix the pension plans, CEP
Canada said in an official statement.

"We have the best possible agreement, given the precarious
financial condition of the Company," said CEP President Dave
Coles.  "We are proud to have been able to protect retirees and
to have created a new stable pension plan for the active workers.
Our members will no longer have to fear the shadow of an
insolvency of [the Company's] plan."

"It is our members who had to make sacrifices to save
[AbitibiBowater] from bankruptcy.   The last federal budget fully
demonstrated the contempt of this government for forestry
workers.  It is now clear for our workers, our retirees and our
communities that the Conservatives have abandoned them," Mr.
Coles said in an interview with The Canadian Press.

Mr. Coles said the CEP Agreement, reached after six months of
talks, was difficult and historic for CEP because it reflected
how the Union "bargained backwards."  "It's going to be a tough
pill to swallow but the alternative is [far worse]," he
emphasized.

Reports have indicated that the tentative CEP Agreement may be
material to AbitibiBowater's efforts to exit bankruptcy.  The
Montreal Gazette reported, however, that the Agreement "has been
overshadowed" by ministerial orders issued by the government of
Newfoundland and Labrador, which obligate the CCAA Applicants to
clean up sites where they and their predecessors carried on
industrial activity since at least 1905.

The Applicants' incurred statutory obligations to the Province
for environmental remediation are noted in orders issued on
November 12, 2009, by Her Majesty the Queen in Right of the
Province of Newfoundland and Labrador, through the Minister of
Environment and Conservation in the Province and pursuant to the
Canadian Environmental Protection Act.

"If Newfoundland was successful in the current issue before the
courts, it would compromise AbitibiBowater's ability to emerge
from creditors' protection," Jean-Philippe Cote, AbitibiBowater's
director of public affairs for Canada, told the Montreal Gazette.

Details of the tentative CEP Agreement have not yet been publicly
disclosed, they are yet to be presented to the union workers.
Sources familiar with the talks told The Canadian Press that the
deal matches the 10% wage cut accepted by workers at privately
held Kruger Inc.

Subsequently, AbitibiBowater and the Quebec Federation of Labor
reached a separate tentative agreement following nine days of
negotiations, reported The Canadian Press on March 13, 2010.

The Quebec Agreement will affect some 1,000 workers at four pulp
and paper mills across Quebec, with its ratification depending on
AbitibiBowater's exit from bankruptcy protection.  Workers will
vote on the pact in the coming days, the newspaper said.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Wants to Sell Non-Core Assets to Canada Inc.
----------------------------------------------------------------
The Abitibi Group currently own "non-core" properties situated in
the Province of Newfoundland and Labrador, which are (i) subject
to potential environmental liability exposure, (ii) not required
for future operations, and (iii) in any event, of little utility
as a result of their "Environmental Exposure" status.

The Non-Core Properties consist of:

  (a) the site of a former shipping terminal and related
      facilities situated in Botwood, closed in February 2009;
      and

  (b) the site of a newsprint mill situated in Stephenville,
      idled in October 2005 and closed in December 2005.

"Environmental Exposure" refers to historic liabilities arising
from ownership or occupation of the Non-Core Properties.  The
Non-Core Properties are alleged to have been contaminated as a
result of events which occurred prior to, and in some cases long
before, the filing of the CCAA proceedings, related Stikeman
Elliott LLP, in Montreal, Canada, on behalf of the CCAA
Applicants.

The CCAA Applicants note that they incurred statutory obligations
for environmental remediation, which are noted in orders issued
on November 12, 2009, by Her Majesty the Queen in Right of the
Province of Newfoundland and Labrador, through the Minister of
Environment and Conservation in the Province and pursuant to the
Canadian Environmental Protection Act.

The EPA Orders, to the extent they apply to the Non-Core
Properties, are primarily founded on the Abitibi Group's status
as owner or person in control.  They relate to alleged
contamination which, where it exists, largely, if not
exclusively, results from actions by third parties, and in all
cases, relates to past activities, according to Stikeman.

The Environmental Exposure related to the Non-Core Properties is
estimated to be material with the amount claimed by the Province
estimated to be in the tens of millions of dollars.  Given the
order of magnitude of the Environmental Exposure, the Non-Core
Properties "have little utility, if any," Stikeman further
related.

Given the applicable environmental regulatory context, which
generally creates liability as a result of control or management
of a property, the Abitibi Group would remain subject to the
Environmental Exposure should they continue to own or occupy the
Non-Core Properties upon CCAA emergence.  This potential
continuing liability may be material and thus, adversely impact
the formulation of a viable restructuring plan by the CCAA
Applicants, Stikeman said.

On the other hand, sale of the Non-Core Properties will allow the
Abitibi Group to crystallize any potential former
"owner/occupier" environmental liabilities associated with the
Non-Core Properties and adequately deal with any claims resulting
in the restructuring plan to be filed by the CCAA Applicants,
without having to contend with the potentially material
contingency of the Environmental Exposure upon emergence.

Against this backdrop, Abitibi-Consolidated, Inc., and Abitibi-
Consolidated Company of Canada asked the Canadian Court to
authorize them as vendors to enter into an indenture with 4513541
Canada Inc., as purchaser, in connection with the Non-Core
Properties.

The Indenture contemplates the Sale, on an "as is, where is"
basis, of all of the Vendors' rights, title and interest in and
to the Non-Core Properties to 4513541 Canada Inc., a wholly owned
indirect subsidiary of AbitibiBowater Inc.

The purchase price for the Non-Core Properties will be satisfied
by the issuance of non-interest bearing promissory note that
contemplates these features:

  * Amounts owing under the Purchaser Note will be paid out of
    the actual net proceeds generated by the sale of the Non-
    Core Properties to a third party by the Purchaser or any
    appointed receiver.

  * Recourse for any principal owed under the Purchaser Note
    will be limited to the Non-Core Properties, and will be
    subordinated to (i) the costs of complying with any orders
    issued with respect to the Non-Core Properties under the
    EPA; (ii) any costs which would have priority pursuant to
    the CCAA or the Bankruptcy and Insolvency Act; and (iii) the
    costs of any appointed receiver with respect to the
    Purchaser or the Purchaser's interest in the Non-Core
    Properties.

  * All amounts owed under the Purchaser Note will be secured in
    favor of the Vendors by (i) a general security agreement to
    be registered under the appropriate personal property
    security register, and (ii) an equitable mortgage.

The Indenture further contemplates the appointment of a receiver
under the BIA with respect to the Non-Core Properties.  The
Receiver will have the powers to, inter alia, safeguard the Non-
Core Properties and proceed to develop a plan for the Sale, or
negotiate and reach with the relevant environmental authorities
an accommodation on a remediation plan, which could allow
purchasers to be solicited.

The Abitibi Group have agreed to provide the Receiver with
financing up to a maximum amount to be determined per Non-Core
Property, which financing will be evidenced by receiver
certificates in form and substance satisfactory to the Vendors.

Following the successful transfer of the Non-Core Properties to
the Purchaser as contemplated under the Indenture, the relevant
environmental authorities will be notified of their potential
claims and will be invited to submit a proof of claim if they
intend to do so.

"Stakeholders with environmental claims with respect to the Non-
core Properties will not be prejudiced as the treatment these
claims will receive in these CCAA proceedings will be equivalent
or superior to the treatment such claims would receive in the
context of liquidation," Stikeman assured Mr. Justice Gascon.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ADAM HAMILON: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Adam Hamilon Klayman and Karla Ann Klayman have filed with the
U.S. Bankruptcy Court for the Middle District of Florida their
schedules of assets and liabilities, disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
A. Real Property                     $9,700,000
B. Personal Property                    $41,617
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $9,964,447
E. Creditors Holding
   Unsecured Priority
   Claims                                                     $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                             $40,296,614
                                    -----------        ----------
TOTAL                                $9,741,617       $50,261,061

Ponte Vedra Beach, Florida-based Adam Hamilon Klayman and Karla
Ann Klayman filed for Chapter 11 bankruptcy protection on March 8,
2010 (Bankr. M.D. Fla. Case No. 10-01752).  Brett A. Mearkle,
Esq., at Parker & Dufresne, P.A., assists the Debtors in their
restructuring effort.


ADAM HAMILON: Section 341(a) Meeting Scheduled for April 14
-----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Adam Hamilon Klayman and Karla Ann Klayman's Chapter 11 case on
April 14, 2010, at 1:00 p.m.  The meeting will be held at First
Floor, 300 North Hogan Street, Suite 1-200, Jacksonville, FL
32202.

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

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

Ponte Vedra Beach, Florida-based Adam Hamilon Klayman and Karla
Ann Klayman filed for Chapter 11 bankruptcy protection on March 8,
2010 (Bankr. M.D. Fla. Case No. 10-01752).  Brett A. Mearkle,
Esq., at Parker & Dufresne, P.A., assists the Debtors in their
restructuring effort.  According to the schedules, the Debtors
have assets of $9,741,617, and total debts of $50,261,061 as of
the Petition Date.


ADAM HAMILON: Taps Parker & DuFresne as Bankruptcy Counsel
----------------------------------------------------------
Adam Hamilon Klayman and Karla Ann Klayman have sought permission
from the U.S. Bankruptcy Court for the Middle District of Florida
to employ the Law Offices of Parker & DuFresne, P.A., as
bankruptcy counsel, nunc pro tunc to the Petition Date.

Parker & DuFresne will, among other things:

     a. advise the Debtors with respect to its powers and duties
        as debtors-in-petition;

     b. prepare motions, pleadings, orders, applications,
        disclosures statements, plans of reorganization and other
        legal documents necessary in the administration of the
        Debtors' bankruptcy case;

     c. represent the Debtors in negotiations with their creditors
        and in preparation of the disclosure statement and plan of
        reorganization; and

     d. advise the Debtors with respect to their responsibilities
        in complying with the U.S. Trustee's Operating Guidelines
        and Reporting Requirements and with the Local Rules of the
        Court.

Brett A. Mearkle, a member of Parker & DuFresne, says that the
firm will be paid based on the hourly rates of its personnel:

        Attorney             $300
        Paralegal            $100

Mr. Mearkle assures the Court that Parker & DuFresne is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Ponte Vedra Beach, Florida-based Adam Hamilon Klayman and Karla
Ann Klayman filed for Chapter 11 bankruptcy protection on March 8,
2010 (Bankr. M.D. Fla. Case No. 10-01752).  Brett A. Mearkle,
Esq., at Parker & Dufresne, P.A., assists the Debtors in their
restructuring effort.  According to the schedules, the Debtors
have assets of $9,741,617, and total debts of $50,261,061.


ALERIS INT'L: Deutschland Files Schedules of Assets & Debts
-----------------------------------------------------------
A.   Real Property                                         None

B.   Personal Property
B.1  Cash on hand                                             0
B.2  Bank Accounts
      Deutsche Bank                                       ($954)
      Key Bank N.A.                                       9,500
B.3  Security Deposits                                        0
B.4  Household goods                                          0
B.5  Collectibles                                             0
B.6  Wearing apparel                                          0
B.7  Furs and Jewelry                                         0
B.8  Firearms and other equipment                             0
B.9  Interests in Insurance Policies                          0
B.10 Annuities                                                0
B.11 Interests in an education IRA                            0
B.12 Interests in IRA, ERISA or other Pension Plans           0
B.13 Business Interests and stocks
      Investment in Aleris Aluminum GmbH            630,360,707
      Investment in Aleris D. Vierte Verwaltungs         17,895
      Investment in Aleris D. Beteilig Duffel GmbH       35,790
      Investment in Aleris Holdings Belgium BVBA    311,297,084
B.14 Interests in partnerships
      Investments in Aleris D. Vier GmbH & Co. KG    36,973,142
B.15 Government and Corporate Bonds                           0
B.16 Accounts Receivable
      Deductible VAT                                     95,142
      Other Receivables                                 995,561
      Receivables to be charged                             389
      Receivable from Corus For 2006 Taxes            1,732,000
      A/V-Wallersheim                                    19,729
B.17 Alimony                                                  0
B.18 Other Liquidated Debts                           6,866,180
B.19 Equitable or Future Interests                            0
B.20 Interests in estate of a debt benefit plan               0
B.21 Other Contingent & Unliquidated claims                   0
B.22 Patents and other intellectual property                  0
B.23 Licenses, franchises, and other intangibles
      Debt Costs Accumulated Amortization           (14,510,494)
      Debt Costs                                     23,489,043
B.24 Customer lists or other compilations                     0
B.25 Vehicles                                                 0
B.26 Boats, motors, and accessories                           0
B.27 Aircraft and accessories                                 0
B.28 Office equipment, furnishings and supplies               0
B.29 Machinery                                                0
B.30 Inventory                                                0
B.31 Animals                                                  0
B.32 Crops                                                    0
B.33 Farming Equipments and implements                        0
B.34 Farm supplies, chemicals, and feed                       0
B.35 Other Personal Property
      Other prepaid expenses                            100,000
      LN Receivable C-Pool GVG Obj. Wallersheim       3,519,442
      LN Receivable C-Pool Al. Recyc. Holding B.V.           47
      LN Receivable C-Pool Aluminum GmbH             57,264,000
      Manual IC With Aluminum GmbH                   13,608,439
      Receivable IC From Aleris Ohio Mgmt             3,430,070

       TOTAL SCHEDULED ASSETS                    $1,075,302,711
       ========================================================

C.   Property Claimed as Exempt                            None

D.   Secured Claim
      Deutsche Bank AG New York Branch              386,319,267
      Deutsche Bank AG New York Branch               20,594,872

E.   Unsecured Priority Claims                                0

F.   Unsecured Non-priority Claims
      Aleris International Inc.                       8,786,815
      Aleris Aluminum Duffel BVBA                   186,899,236
      Aleris Hylite B.V.                              1,439,625
      Aleris Aluminum Koblenz GmbH                      140,386
      Aleris Gibraltar Limited                      329,694,381
      Aleris Recycling Holding BV                        60,843
      Aleris Holdings Belgium BVBA                        3,649
      Aleris Deutschland Vier GmbH Co.KG              2,325,686



       TOTAL SCHEDULED LIABILITIES                 $936,264,760
       ========================================================

                Statement of Financial Affairs

Aleris Deutschland Holding GmbH tells the Court that it earned
income from operation of business within two years before the
Petition Date:

Amount             Source
------             ------
($53,533,948)       2009 Net Income
($58,895,128)       2008 Net Income
($45,671,226)       2007 Net Income

The Debtor relates that it made payments to creditors within 90
days immediately preceding the Petition Date, a list of which is
available for free at:

            http://bankrupt.com/misc/Aleris_GmbH3b.pdf

The Debtor also made payments to creditors who were insiders:

Insider                Date            Amount Paid
-------              --------         -----------
Aleris Gibraltar     03/17/09         EUR4,405,121
Aleris Gibraltar     05/26/09         EUR4,405,121
Aleris Gibraltar     08/26/09         EUR4,405,121
Aleris Gibraltar     11/23/09         EUR4,405,121

                    About Aleris International

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

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

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


ALERIS INT'L: To Present Plan for Confirmation on May 13
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved Aleris International, Inc.'s Disclosure Statement filed
in connection with its proposed Chapter 11 Plan of
Reorganization, disclosed a company statement dated March 12,
2010.

The Court has also authorized the Company to begin the process of
soliciting approval for the Plan from eligible creditors, the
statement said.

A confirmation hearing for the Plan has been scheduled for
May 13, 2010.

With these developments, Aleris and its co-debtor subsidiaries
are positioned to emerge from Chapter 11 protection by mid-year,
according to the statement.  Aleris said it expects to emerge
from its reorganization process with a strong balance sheet,
significantly reduced operating costs and greater financial
flexibility.

"We are nearing the completion of the chapter 11 process," said
Steven J. Demetriou, Aleris Chairman and CEO.  "With our
operational improvements, combined with the new financial
structure that will be in place upon emergence, we believe that
we will be well-positioned to grow and continue building Aleris
into a global aluminum enterprise for the long-term benefit of
our customers, suppliers, business partners and employees."

              Aleris Files First Amended Plan

Prior to Aleris's announcement of the Court's approval of its
Disclosure Statement, it delivered to the Court its First Amended
Joint Plan of Reorganization and Disclosure Statement on
March 11, 2010.

The Amended Plan provides that nothing will affect the
subordination rights among the 2006 Senior Notes, 2007 Senior
Notes, Senior Subordinated Notes, any outstanding industrial
revenue bond, the U.S. Term Loan Facility, and any other Debt
Claims, including, without limitation, any applicable Indenture
Trustee's rights to exercise charging liens with respect to any
distributions.

The Debtors also changed the definition of Solicitation Date to
mean their deadline to complete the mailing of solicitation
packages.

                        Asset Transfer

The Plan effectively contemplates the transfer of substantially
all the Debtors' assets to the holders of U.S. Roll-Up Term Loan
Claims, European Roll-Up Term Loan Claims, and European Term Loan
Claims.  To that end, the Plan contemplates preserving
substantial portions of the Debtors' corporate structure for the
benefit of those holders, which, in turn, requires the
preservation of the U.S. Affiliate Claims in U.S. Debtors Class 6
and Other U.S. Equity Interests in U.S. Debtors Class 10.  Any
"recovery" that would be provided to holders of U.S. Affiliate
Claims or U.S. Equity Interests is essentially coming from the
collateral of the holders of U.S. Roll-Up Term Loan Claims,
which, after satisfaction of the DIP ABL Facility and the DIP New
Money Term Loan Facility, have liens on substantially all the
assets of the U.S. Debtors and superpriority Administrative
Expenses against each of the U.S. Debtors.  Accordingly, the
Debtors believe that the unimpairment of the U.S. Affiliate
Claims and Other U.S. Equity Interests does not prejudice any
other creditor or equity interest holder, is fair and equitable,
and does not unfairly discriminate against any rejecting class.

                         Equity Interests

Under the Amended Plan, each Allowed Other U.S. Equity Interest
is preserved, and the holders of the Allowed Other U.S. Equity
Interests are deemed to accept the Plan.  The Debtors believe the
reinstatement of the Allowed Other U.S. Equity Interests is
appropriate because, through the Plan and the Rights Offering,
holders of U.S. Roll-Up Term Loan Claims are indirectly acquiring
the value of the equity of the U.S. Debtors through their
ownership of HoldCo, which will indirectly hold the Allowed Other
U.S. Equity Interests.  By reinstating the Allowed Other U.S.
Equity Interests, while distributing the New Common Stock in
HoldCo to the U.S. Debtors' secured creditors, the Plan simply
effectuates a transfer of the value of the U.S. Debtors' assets
to their senior secured creditors without requiring those
creditors to first take direct ownership of the Allowed Other
U.S. Equity Interests and then transfer those Equity Interests to
HoldCo.

                           German Tranche

The German Tranche of U.S. DIP Loan Claims are secured by the
U.S. Debtors' assets and constitute super-priority administrative
expenses against the U.S. Debtors.  They are also secured by
certain assets of Aleris Deutschland Holding GmbH and are
guaranteed by certain European non-debtor entities, which have
pledged their own assets to secure these claims.  These ADH and
non-debtor assets include German and Belgian mortgages and
pledges over Belgian inventory and moveable assets and pledges of
stock, and the Debtors estimate those assets have a value well in
excess of the balance of the German Tranche of U.S. DIP Loan
Claims.

              U.S. Debtors Class 4 Convenience Claims

The Debtors believe that the creation of U.S. Debtors Class 4
Convenience Claims is a reasonable and necessary means to ease
the administrative burdens of their Chapter 11 cases.
Specifically, the Debtors believe, in their business judgment,
that the administrative burden of reconciling and making multiple
distributions on account of claims equal to or less than $10,000
outweighs the relative size of those claims.

                        USW Stipulation

The Debtors disclose that they are parties to three separate
collective bargaining agreements with the United Steel, Paper and
Forestry, Rubber, Manufacturing, Energy, Allied Industrial and
Service Workers International Union, AFL-CIO covering employees
at the Debtors' facilities at Lewisport, Kentucky, Ashville,
Ohio, and Bens Run, West Virginia.  The Debtors are required to
maintain certain defined benefit pension plans pursuant to the
Lewisport and Ashville CBAs, which include Commonwealth Aluminum
Lewisport, LLC Hourly Employees Pension Plan and the Alsco Metals
Corp. Retirement Plan for Bargained Employees.  Pursuant to Plan,
entry of the confirmation order is subject to the termination of
certain pension plans, including the USW Plans.  The Debtors tell
the Court that as March 11, 2010, the parties have yet to
commence bargaining and the Debtors have yet to present the USW
with proposals to modify the USW CBAs.

According to the Debtors, because the USW Plans are maintained
pursuant to the USW CBAs, the contractual obligation to maintain
the USW Plans must be modified in order for the conditions set
forth in Section 10.1 of the Plan to be met and the USW Plans to
be terminated.  If the Debtors were unable to reach a consensual
agreement with the USW concerning the termination of the USW
Plans, and they determined to still seek termination of the USW
Plans, the Debtors would be obligated to reject the USW CBAs and
to meet the procedural and substantive requirements of Section
1113 of the Bankruptcy Code in order to obtain a court order
rejecting the USW CBAs.  If that application were granted, the
USW would have certain rights, including the right to strike,
which could have a material impact on the financial condition of
the Debtors, projections, and valuations.

However, as long as the Debtors are pursuing the Joint Plan of
Reorganization of Aleris International, Inc., and its Affiliated
Debtors, dated February 5, 2010, as it may be modified, the
Debtors have agreed to waive the right to utilize Section 1113
and have entered into a stipulation with the USW including that
waiver.  The Debtors further disclosed in a certification of
counsel that part of the stipulation provides that as long as the
Debtors are pursuing the February 5, 2010 Plan, neither the
Debtors nor any affiliate will file or support any motion seeking
rejection or modification of the USW CBAs, and USW will not file
an objection to the Disclosure Statement.  The Court approved the
parties' stipulation on March 11, 2010.

The Debtors maintain that the termination of the USW Plans, as
well as the Debtors' other pension plans, will dilute the
recovery for unsecured creditors.  The Official Committee of
Unsecured Creditors has not yet taken a position as to whether it
will support or oppose the approval of motions that would be
required to terminate the USW Plans.

Prior to the Disclosure Statement Hearing, Erin Ostenson,
advertising clerk of the Publisher of The Wall Street Journal,
informed parties-in-interest that a notice regarding the Debtors'
Disclosure Statement Hearing has been published in the
Journal.

Clean and redlined copies of the First Amended Plan is available
for free at:

       http://bankrupt.com/misc/Aleris_1stAmendedPlan.pdf
       http://bankrupt.com/misc/Aleris_1stAmendedRedPlan.pdf

A clean and redlined copy of the First Amended Disclosure
Statement is available for free at:

       http://bankrupt.com/misc/Aleris_1stAmendedDS.pdf
       http://bankrupt.com/misc/Aleris_1stAmDSRed.pdf

               Disclosure Statement Objections

Prior to the hearing on the Disclosure Statement, various parties
filed objections to the Disclosure Statement.

The Official Committee of Unsecured Creditors said the Disclosure
Statement lack certain information about the inadequacies of the
Plan and its opposition.  The Committee believes that the
Disclosure Statement and is accompanying solicitation materials
should include a copy of a letter, the Committee provided to the
Debtors on March 4, 2010.  In the letter, the Committee asked
unsecured creditors of the Debtors to reject the Plan as proposed
because it fails to return an appropriate recovery to creditors
through the Chapter 11 process.  The Committee avers that it does
not support the Plan because the Plan:

  (a) rewards Oaktree Capital Management, LP, Apollo Investment
      Fund VII, LP and Sankaty Advisors LLC or "the Plan
      Supporters" that have purchased their claims at a discount
      and stand to gain substantial return of value when the
      economy improves;

  (b) pays less than 0.3% to the holders of large, unsecured
      claims, principally related to several series of unsecured
      notes;

  (b) provides for a separate class of certain unsecured
      creditors that could receive up to 50% distribution on
      account of their claims;

  (c) does not allocate appropriate value to unsecured creditors
      for assets which were not subject to liens at the time of
      the Debtors' Chapter 11 filing; and

  (d) unduly rewards the Plan Supporters who already received
      extraordinary fees and expected to receive another
      $24.5 million as compensation for underwriting the rights
      offering proposed in the Plan.

The Committee relates that it raised its concerns with the
Debtors and continues to explore resolutions to its objections.

The Central States, Southeast and Southwest Areas Pension Fund
asserted that the Disclosure Statement contains inadequate
information because (a) it does not adequately explain how fully
liquidated claims will be paid by Aleris Deutschland Holding GmbH
and (b) it does not adequately explain the calculation of the
administrative expense portion of multi-employer pension plans'
claims for withdrawal liability.  Central States is a not-for-
profit employee benefit plan and trust which is operated in
accordance with a trust agreement.

Caspian Capital Advisors LLC and its affiliated funds, Marblegate
Asset Management and its affiliated funds, Highland Capital
Management, L.P. on behalf of its managed accounts, Halcyon
Structured Asset Management European CLO 2006-II B.V., on behalf
of itself and its affiliate funds, Bank of America, N.A., GSC
Group, ING Capital LLC and RiverSource Investments, LLC, each in
its capacity as a holder of prepetition term loans to Aleris
Deutschland Holding GmbH, assert that the Disclosure Statement
cannot be approved unless it is significantly supplemented and
amended.  The European Term Lenders maintain that the Disclosure
Statement does not provide adequate information as to, among other
things:

  * The proposed Intercreditor Settlement with Apollo
    Management, L.P. and Oaktree Capital Management, L.P., which
    underpins the Plan;

  * The dilutive impact that the concessions granted to Apollo
    and Oaktree will have on the recovery to ADH Class 3;

  * The Debtors' Enterprise Value, Plan Value or the basis for
    the allocation of Plan Value between the U.S. Plan Value and
    the ADH Plan Value;

  * The nature of the dispute over the priority of liens between
    the European Term Loans and the European Roll-Up Term Loans;

  * The DIP Loan's absence of security interests in certain
    Prepetition European Collateral;

  * Plans to merge the Reorganized Debtors after emergence;

  * The Debtors' Liquidation Value; and

  * The risk that the ADH Plan cannot be confirmed by "cramdown"
    if ADH Class 3 votes to reject the Plan.

Moreover, the European Term Lenders aver that the Disclosure
Statement reveals a number of deficiencies in the Plan that must
be addressed by the Debtors before the Plan can be confirmed.
Namely, the European Term Lenders note, the Plan, in its current
form, cannot be confirmed because it:

  * is not proposed in good faith;

  * proposes to treat Apollo and Oaktree, in their capacities as
    Lenders, differently from other lenders;

  * cannot be confirmed over the rejection by ADH Class 3
    because the "cramdown" standard under Section 1129(b) of the
    Bankruptcy Code cannot be met; and

  * fails to classify the European Term Loan's deficiency claim
    as a separate class.

Wilmington Trust Company, as indenture trustee, avers that the
Debtors should either (i) disclose the basis and justification
for the Convenience Class or (ii) disclose that they do not
provide any basis to find that the Convenience Class provides
equality of treatment among creditors or is "reasonable and
necessary for administrative convenience" as required by Section
1122(b) of the Bankruptcy Code.

Law Debenture Trust Company, as successor indenture trustee for
the 10% Senior Subordinated Notes Due 2016 issued by Aleris
International, Inc., objects to the Disclosure Statement and
joins in Wilmington Trust Company's Objection to the Disclosure
Statement because, among others, the Disclosure Statement
describes a Plan that improperly fails to provide for the full
payment of its fees and expenses and does not include other
standard provisions that routinely are included in plans and
disclosure statements where indenture trustees are involved.

The Pension Benefit Guaranty Corporation, on its own and on
behalf of the Commonwealth Aluminum Lewisport, LLC Hourly
Employees Pension Plan, the Commonwealth Industries, Inc. Cash
Balance Plan, the Alsco Metals Corporation Retirement Plan for
Bargained Employees, and the Alsco Metals Corporation Cash
Balance Plan, objects to the approval of the Disclosure Statement
for failure to provide "adequate information" as defined under
Section 1125(a) of the Bankruptcy Code with regard to:

  (a) the Debtors' obligations and liabilities to PBGC and the
      Pension Plans;

  (b) the broad release, exculpation and injunction provisions;

  (c) the lengthy process required to effect the proposed
      distress termination of the Pension Plans and the
      uncertainty of success;

  (d) the basis for a "deemed" substantive consolidation of the
      Debtors' estates and the impact of substantive
      consolidation on the pension claims; and

  (e) the potential violation of the unfair discrimination
      test.

                    About Aleris International

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

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

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


ALL AMERICAN: Wants to Use FMAC's Cash Collateral Until March 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
will consider at a hearing on March 23, 2010, at 10:00 a.m., All
American Properties, Inc.'s request to access cash securing
repayment of its obligations to Franchise Mortgage Acceptance
Company.  The hearing will be held at 3rd & Walnut Sts.,
Bankruptcy Courtroom (3rd Floor), Ronald Reagan Federal Building,
Harrisburg, Pennsylvania.

The Debtor is seeking permission to use the secured creditor's
cash collateral until March 31, 2010.  The Debtor would use the
money to fund its Truck Plaza Business operations postpetition.

The Debtor has debt secured by a lien on the Clarks Ferry
Properties, Inc., and Frystown All American Properties, Inc., as
well as a lien on the collateral and proceeds therefrom regardless
of location.

The Debtor proposes that, as adequate protection for use of the
cash collateral, the secured creditor will be granted replacement
lien on postpetition assets of the Debtor, including cash and
receivables.

The Debtor will also pay monthly payments of $20,000 from each of
the Clarks Ferry Property and the Frystown Property to the secured
creditor, totaling $40,000, beginning March 15, 2010, and
continuing on the 15th day on each month thereafter.

In the event that the postpetition assets of the Debtor prove
insufficient to provide a replacement lien in full, then the
secured creditor will have an administrative claim having priority
over all other administrative claims, except that it will be, pari
passu with fees owed to the Office of the U.S. Trustee, and the
claims of professionals in the case.

                   About All American Properties

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


ALLIED CAPITAL: Board Declares Special Dividend; Prospect Quits
---------------------------------------------------------------
Allied Capital Corporation's Board of Directors intends to declare
a special dividend of $0.20 per share on the date Allied's merger
with Ares Capital Corporation is approved, payable to Allied
Capital shareholders of record on that date.  The 0.325 exchange
ratio would currently result in $4.61 per share of merger
consideration, as compared to $3.47 per share on the date of the
announcement and Allied Capital's closing price on October 23,
2009 of $2.73 per share.

Total value to Allied Capital shareholders if the merger is
approved and closes would currently be $4.81 per share, including
the $0.20 dividend.

Meanwhile, Prospect Capital Corporation has decided to drop its
bid for a combination with Allied.  Prospect continues to believe
greater value could be achieved for shareholders of Allied beyond
that offered by Ares Capital.

On October 26, 2009, Ares Capital and Allied Capital announced a
strategic business combination in which ARCC Odyssey Corp., a
wholly owned subsidiary of Ares Capital, would merge into Allied
Capital and, immediately thereafter, Allied Capital would merge
into Ares Capital.  If the merger is completed, holders of Allied
Capital common stock will have a right to receive 0.325 shares of
Ares Capital common stock for each share of Allied Capital common
stock held immediately prior to such merger.  In connection with
such merger, Ares Capital expects to issue a maximum of
approximately 58.5 million shares of its common stock -- assuming
that holders of all "in-the-money" Allied Capital stock options
elect to be cashed out -- subject to adjustment in certain limited
circumstances.

In a regulatory filing, Allied management said the expected
Benefits of the Merger are:

     -- Resumption of Dividend Payments.  Management believes
        shareholders will benefit from the potential to receive
        dividend payments by taking advantage of Ares Capital's
        dividend, which has been consistently paid on a quarterly
        basis since its inception and in an amount of at least
        $0.35 per share since April 2006.

     -- Improved Access to the Debt Capital Markets.  Management
        anticipates that the combined company will be able to
        access debt capital at a lower cost and with better terms
        than are available to Allied Capital on a stand-alone
        basis.  Ares Capital currently has an investment grade
        rating from both Standard & Poor's and Fitch Ratings and
        recently renewed and expanded the total commitments under
        its credit facilities.

     -- Improved Access to the Equity Capital Markets.  Since the
        announcement of the merger agreement, Ares Capital's
        trading price has generally exceeded its net asset value
        per share and it has raised approximately $278 million in
        net proceeds from new equity above its net asset value.
        Management believes the combined company should enjoy
        similar access to capital to facilitate its growth.

     -- Increased Portfolio Diversity. The merger will increase
        portfolio diversity for the combined company.

     -- Strategic and Business Considerations. Because Allied
        Capital's shareholders will be shareholders of Ares
        Capital following the merger, Allied Capital shareholders
        will benefit from the experience of Ares Capital's
        investment adviser and participate in any future growth of
        Ares Capital. Ares Capital is managed by Ares Management,
        an asset manager with approximately $33 billion of
        committed capital under management as of December 31, 2009
        and a solid performance history.

     -- Increased Liquidity and Flexibility. The merger would
        reduce the need to sell assets to retire debt and increase
        asset coverage. Allied Capital currently has limited
        liquidity, which has required and would continue to
        require it to sell assets. Sales of income producing
        assets could further reduce Allied Capital's earnings and
        future dividend potential.

     -- Value Creation. The 0.325 exchange ratio would currently
        result in $4.61 per share of merger consideration,(1) as
        compared to $3.47 per share on the date of the
        announcement(2) and Allied Capital's closing price on
        October 23, 2009 of $2.73 per share. Total value to Allied
        Capital shareholders if the merger is approved and closes
        would currently be $4.81 per share, including the $0.20
        dividend.  Management is hopeful that the combined
        company's growth prospects will continue to be reflected
        in increased value to shareholders over time.

A Special Stockholders' Meeting will take place on March 26, 2010,
to consider approval of the merger.  Allied expects the merger to
close around the end of the first quarter.

                        Prospect Drops Bid

"While we disagree with the Allied board's refusal to respond in
any constructive way to any of our offers, we believe that
Prospect's efforts to shine a spotlight on the proposed Allied-
Ares combination have succeeded in unlocking additional value for
Allied's shareholders, as shown by the newly announced Allied
special dividend," Prospect said in a statement on March 5, 2010.

"After careful review and in light of the Allied board's manifest
unwillingness to engage in any constructive discussions with
Prospect, we have decided that it is not in the interest of
Prospect and its shareholders to expend further resources on a
solicitation in opposition to the proposed Allied-Ares
combination.  Accordingly, we have terminated our solicitation.
Should the proposed Allied-Ares combination not be consummated and
the Allied board wish to engage in a productive dialogue with us,
we would welcome that opportunity," Prospect said.

Prospect -- http://www.prospectstreet.com/-- is a closed-end
investment company that lends to and invests in private and
microcap public businesses.

               Amendment to Allied Capital Term Loan

On March 2, 2010, Allied Capital amended its Term Loan by entering
into Amendment No. 1 to the Second Amended and Restated Credit
Agreement dated as of January 29, 2010.  Pursuant to the
Amendment, Allied Capital is permitted to declare a one-time
special cash dividend upon approval of the merger by the
affirmative vote of the holders of two-thirds of the outstanding
shares of Allied Capital common stock, so long as no default or
event of default has occurred and is continuing or would result
from the declaration and payment of the special dividend.
Pursuant to the Amendment, the payment of the special dividend is
contingent on the consummation of the merger and may not exceed
the lesser of $0.20 per share or $40 million.

In addition, the Amendment makes modifications to certain of the
mandatory repayment requirements under the Term Loan. The
Amendment requires the use of a minimum of 75%, an increase from
56%, of all net cash proceeds from asset dispositions, subject to
certain conditions and exclusions, to be used to repay the Term
Loan prior to the consummation of the merger.  Prior to the
Amendment, Allied Capital was required to use 100% of available
cash in excess of a $125 million cash floor at any month end to
repay the Term Loan, and on April 30, 2010, the Cash Floor
decreases to $100 million.

In addition, the Amendment also includes a new prepayment
provision, which requires Allied Capital to use 75% of principal
collections -- other than net cash proceeds from asset
dispositions -- received as of the 15th and last day of each month
to repay the Term Loan, beginning with the period from March 1,
2010 to March 15, 2010.  Upon consummation of the merger, the Cash
Floor decreases to $0 and the percentage of principal collections
and net cash proceeds from asset dispositions required to repay
the Term Loan increases to 100%.

Copies of supplemental documents to the merger proxy statement are
available at no charge at:

              http://ResearchArchives.com/t/s?5957
              http://ResearchArchives.com/t/s?5958

A full-text copy of excerpts of the Ares Capital and Allied
Capital Conference Call on March 3, 2010, is available at no
charge at http://ResearchArchives.com/t/s?5959

A full-text copy of Allied's slide presentation is available at no
charge at http://ResearchArchives.com/t/s?595a

                       About Allied Capital

Allied Capital (NYSE: ALD) -- http://www.alliedcapital.com/-- is
a business development company that is regulated under the
Investment Company Act of 1940.  Allied Capital has a portfolio of
investments in the debt and equity capital of middle market
businesses nationwide.  Founded in 1958 and operating as a public
company since 1960, Allied Capital has been investing in the U.S.
entrepreneurial economy for 50 years.  Allied Capital has a
diverse portfolio of investments in 88 companies across a variety
of industries.

At December 31, 2009, the Company had total assets of $2,665,497
against total liabilities of $1,467,295, resulting in
stockholders' equity of $1,198,202.

                       Going Concern Doubt

In its audit report on the Company's financial statements for the
fiscal year ended December 31, 2008, KPMG LLP, the Company's
independent registered public accounting firm, expressed
substantial doubt about the Company's ability to continue as a
going concern.  Prior to the Company's debt restructure, certain
events of default occurred under the Company's bank credit
facility and the Company's private notes.  These events of default
provided the respective lenders the right to declare immediately
due and payable unpaid amounts approximating $1.1 billion at
June 30, 2009.

With the completion of the comprehensive restructuring of the
Company's private notes and bank facility during the third quarter
of 2009, the factors that gave rise to the uncertainty about the
Company's ability to continue as a going concern have been
remediated.

                           *     *     *

As reported by the Troubled Company Reporter on January 26, 2010,
Standard & Poor's Ratings Services kept its 'BB+' long-term
counterparty credit rating and 'BB' senior unsecured debt rating
on Allied Capital Corp. on CreditWatch with positive
implications.  S&P also kept its 'BBB' long-term counterparty
credit rating on Ares Capital Corp. on CreditWatch with negative
implications.


ALLIED CAPITAL: Centaurus Capital Holds 5.3% of Common Stock
------------------------------------------------------------
Centaurus Capital LP and Centaurus Capital Limited disclosed that
as of February 25, 2010, they may be deemed to beneficially own
9,510,887 shares or roughly 5.3% of the common stock of Allied
Capital Corporation.

Centaurus Capital LP is a limited partnership organized under the
laws of the United Kingdom, and serves as investment manager to
Centaurus International Risk Arbitrage Master Fund Limited,
Centaurus/Lyxor International Risk Arbitrage Fund Limited,
Centaurus Small and Mid Cap International Risk Arbitrage Master
Fund Limited.  Centaurus Capital Limited serves as the general
partner to Centaurus.

                       About Allied Capital

Allied Capital (NYSE: ALD) -- http://www.alliedcapital.com/-- is
a business development company that is regulated under the
Investment Company Act of 1940.  Allied Capital has a portfolio of
investments in the debt and equity capital of middle market
businesses nationwide.  Founded in 1958 and operating as a public
company since 1960, Allied Capital has been investing in the U.S.
entrepreneurial economy for 50 years.  Allied Capital has a
diverse portfolio of investments in 88 companies across a variety
of industries.

At December 31, 2009, the Company had total assets of $2,665,497
against total liabilities of $1,467,295, resulting in
stockholders' equity of $1,198,202.

                       Going Concern Doubt

In its audit report on the Company's financial statements for the
fiscal year ended December 31, 2008, KPMG LLP, the Company's
independent registered public accounting firm, expressed
substantial doubt about the Company's ability to continue as a
going concern.  Prior to the Company's debt restructure, certain
events of default occurred under the Company's bank credit
facility and the Company's private notes.  These events of default
provided the respective lenders the right to declare immediately
due and payable unpaid amounts approximating $1.1 billion at
June 30, 2009.

With the completion of the comprehensive restructuring of the
Company's private notes and bank facility during the third quarter
of 2009, the factors that gave rise to the uncertainty about the
Company's ability to continue as a going concern have been
remediated.

                           *     *     *

As reported by the Troubled Company Reporter on January 26, 2010,
Standard & Poor's Ratings Services kept its 'BB+' long-term
counterparty credit rating and 'BB' senior unsecured debt rating
on Allied Capital Corp. on CreditWatch with positive
implications.  S&P also kept its 'BBB' long-term counterparty
credit rating on Ares Capital Corp. on CreditWatch with negative
implications.


AMR CORP: Capital Research Global Holds 6.9% of Common Stock
------------------------------------------------------------
Los Angeles, California-based Capital Research Global Investors is
deemed to be the beneficial owner of 23,352,779 shares or 6.9% of
the 332,455,775 shares of Common Stock of AMR Corporation as of
December 31, 2009, as a result of CRMC acting as investment
adviser to various investment companies.  The shares include
5,577,779 shares resulting from the assumed conversion of
$55,220,000 Principal Amount of the 6.25% Convertible Senior Notes
due 2014.

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: Capital World Investors Holds 7.8% of Common Stock
------------------------------------------------------------
Los Angeles, California-based Capital World Investors is deemed to
be the beneficial owner of 26,293,072 shares or 7.8% of the
335,172,945 shares of Common Stock of AMR Corporation as of
December 31, 2009, as a result of CRMC acting as investment
adviser to various investment companies.  The shares include
2,717,170 shares resulting from the assumed conversion of $26,900
principal amount of the 6.25% Convertible Senior Note due
10/15/2014.

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: Vanguard Chester Funds Holds 4.73% of Common Stock
------------------------------------------------------------
Vanguard Chester Funds -- Vanguard Primecap Fund disclosed that as
of December 31, 2009, it may be deemed to beneficially own
15,754,550 shares or roughly 4.73% 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 ASBURY: Asks for Court's Nod to Use Cash Collateral
-------------------------------------------------------
ANF Asbury Park, LLC, has sought permission from the U.S.
Bankruptcy Court for the Central District of California to use
cash collateral until May 31, 2010.

The Debtor is the owner of 234-unit apartment building community
Asbury Park Apartments in Miami Gardens, Florida.  The property is
subject to numerous lease agreements which provide the Debtor
rental income, which are cash collateral.

Vicki L. Schennum, Esq., at Law Offices of Michael G. Spector, the
attorney for the Debtor, explains that the Debtor needs the money
to fund its Chapter 11 case, pay suppliers and other parties.

In exchange for using the cash collateral, the Debtors propose to
grant the prepetition lender a first-priority lien on all rents
and other proceeds received by the Debtor or its agents after the
Petition Date arising from or relating to the Property.  As
adequate protection, the prepetition lender is authorized to
deduct these monthly payments: (i) interest to the lender under
the Note at the non-default rate of interest; (ii) real property
taxes; (iii) insurance; and (iv) lock box account fees.

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.


ANTHRACITE CAPITAL: To Liquidate Assets Under Chapter 7
-------------------------------------------------------
Anthracite Capital Inc. filed for Chapter 7 liquidation in the
U.S. Bankruptcy Court in Southern District of New York, after
defaulting on its debt.  The court will name a bankruptcy trustee
to oversee the company's liquidation process.

The Company listed assets of between $100 million and
$500 million, and debts of between $500 million and $1 billion in
its Chapter 7 petition, Reuters said.

                    About Anthracite Capital

Anthracite Capital, Inc., is a specialty finance company focused
on investments in high yield commercial real estate loans and
related securities.  Anthracite is externally managed by BlackRock
Financial Management, Inc., which is a subsidiary of BlackRock,
Inc., one of the largest publicly traded investment management
firms in the United States with approximately $1.435 trillion in
global assets under management at September 30, 2009.  BlackRock
Realty Advisors, Inc., another subsidiary of BlackRock, provides
real estate equity and other real estate-related products and
services in a variety of strategies to meet the needs of
institutional investors.

At September 30, 2009, the Company had $2,601,125,000 in total
assets against $2,064,290,000 in total liabilities, $23,237,000 in
12% Series E-1 Cumulative Convertible Redeemable Preferred Stock,
and $23,237,000 in 12% Series E-2 Cumulative Convertible
Redeemable Preferred Stock, resulting in stockholders' equity of
$490,361,000.


AQUILEX HOLDINGS: Moody's Assigns 'Ba2' Rating on $235 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 to Aquilex Holdings
new $235 million senior secured credit facilities and has affirmed
Aquilex's Corporate Family and Probability of Default rating at
B2.  The company's ratings outlook remains negative.

The B2 corporate family rating considers Aquilex's high leverage,
low interest coverage, and weak demand in the company's core
businesses.  The rating also considers the company's favorable
position as a leading provider of service, repair, overhaul and
industrial cleaning services to the power generation and energy
sectors.  The rating benefits from the expectation for increased
demand for the company's services during 2010.

The Ba2 rating on the company's planned $235 million of senior
secured bank credit facilities reflects the seniority in the
company's capital structure.  The credit facilities are comprised
of a $50 million revolver that matures in 2015 and a $185 million
term loan that matures in 2016.  The use of proceeds includes the
refinancing of the current senior credit facility.  The notching
on the senior credit facilities reflects the significant level of
junior debt in the company's capital structure that is in a first
loss position in the event of default per Moody's Loss Given
Default methodology.

The negative outlook reflects the view that the company is weakly
positioned in its ratings category due to weakness in its credit
metrics arising from the slowdown in industrial cleaning and in
its specialty repair and overhaul business.  The negative outlook
also reflects Moody's view that the company's business may rebound
more slowly than the general economy.  The outlook could be
changed to stable if the company was anticipated to show improving
free cash flow to debt and was expected to de-lever so that debt
to EBITDA was anticipated to be below 4 times within the next
twelve months.  The ratings could be downgraded if EBITDA to
interest was anticipated to decline to under 1.25 times on a
projected basis or debt to EBITDA was anticipated to increase over
5.5 times.

The last rating action was December 8, 2009, when Moody's rated
the company's new $225 million unsecured notes offering and
affirmed the company's B2 corporate family and probability of
default ratings.

Assignments:

Issuer: Aquilex Holdings LLC

  -- Senior Secured Bank Credit Facility, rated Ba2, LGD2, 21%

LGD adjustment:

Issuer: Aquilex Holdings LLC

  -- Senior Unsecured Regular Bond/Debenture, changed to LGD5, 77%
     from LGD5, 76%

Withdrawals:

Issuer: Aquilex Holdings LLC

  -- Senior Secured Bank Credit Facility, Withdrawn, previously
     rated Ba2, LGD2, 21%

Aquilex Holdings, LLC, headquartered in Atlanta, Georgia, is a
leading provider of service, repair and overhaul services, and
industrial cleaning services to the energy and power generation
sectors.  Revenues for 2009 were approximately $480 million.


ARLIE & COMPANY: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Arlie & Company filed with the U.S. Bankruptcy Court for the
District of Oregon its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property              $219,566,889
  B. Personal Property            $7,697,959
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $63,419,100
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $873,734
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,119,386
                                 -----------      -----------
        TOTAL                   $227,264,848      $65,412,220

Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/--
is a property developer.  It is doing business as DHF Corp., and
formerly dba Arlie Land and Cattle Company and Crescent Village
Community Gardens, LLC.

The Company filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Ore. Case No. 10-60244).  Albert N.
Kennedy, Esq., at Tonkon Torp LLP in Portland, Oregon, assists the
Company in its restructuring effort.  The Company listed
$100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


ARLIE & COMPANY: Gets Final OK to Access Prepetition Lenders' Cash
------------------------------------------------------------------
The Hon. Albert E. Radcliffe of the U.S. Bankruptcy Court for the
District of Oregon, in a final order, authorized Arlie & Company
to access cash collateral in which Bank of America, Century bank,
Siuslaw Bank, Summit Bank, Umpqua Bank, and Washington Federal
claim a security interest in.

The Debtor would use the cash collateral to fund its Chapter 11
case, pay suppliers and other parties.

As reported in the Troubled Company Reporter on February 4, 2010,
in exchange for using the cash collateral, the Debtor will grant
the prepetition lenders replacement security interest in and
lien upon Debtor's property and revenue from each of Debtor's
properties in which each respective lender held a valid and
perfected prepetition lien and security interest.  The lenders'
replacement security interest and lien upon the assets from and
after the petition date will be of the same category, kind,
character, and description as were subject to perfected and valid
security interest in existence on the petition date.  The adequate
protection lien granted to the lenders will not enhance or improve
the position of any lender.  Debtor believes the value of the real
property securing the indebtedness owing to each lender exceeds
the amount of the indebtedness to each lender.

The authority of the Debtor to use the cash collateral of any
lender will terminate on the earlier of (i) July 31, 2010, or (ii)
in the occurrence of an event of default or termination event.

Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/--
is a property developer.  It is doing business as DHF Corp., and
formerly dba Arlie Land and Cattle Company and Crescent Village
Community Gardens, LLC.

The Company filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Ore. Case No. 10-60244).  Albert N.
Kennedy, Esq., at Tonkon Torp LLP in Portland, Oregon, assists the
Company in its restructuring effort.  The Company listed
$100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.  In its schedules, it listed total
assets of $227,264,848 and total liabilities of $65,412,220.


ARLIE & COMPANY: U.S. Trustee Amends Creditors Committee
--------------------------------------------------------
Robert D. Miller Jr., the Acting U.S. Trustee for Region 18,
amended, for the second time, the Official Committee of Unsecured
Creditors in Arlie & Company's Chapter 11 cases.

The Creditors Committee now consists of:

1. James R. Hanks, Chairperson
   JRH Transportation Engineering
   4765 Village Plaza Loop, Suite 201
   Eugene, OR 97401
   Tel: (541) 687-1081
   Fax: (541) 345-6599

2. Gregory Brokaw
   Rowell Brokaw Architects, PC
   1 East Broadway, Suite 300
   Eugene, OR 97401
   Tel: (541) 485-1003
   Fax: (541) 485-7344

3. David E. Bomar
   Balzhiser & Hubbard Engineers, Inc.
   100 W. 13 th Avenue
   Eugene, OR 97401
   Tel: (541) 686-8478
   Fax: (541) 345-5303

4. Mike Broadsword
   Eugene Sand & Gravel/Eugene Sand Construction
   P.O. Box 1067
   Eugene, OR 97440
   Tel: (541) 683-6400
   Fax: (541) 683-5798

5. Jerry Vicars
   Fabrication & Mechanical Group, Inc.
   P.O. Box 42173
   Eugene, OR 97404
   Tel: (541) 689-9617
   Fax: (541) 689-9617

Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/--
is a property developer.  It is doing business as DHF Corp., and
formerly dba Arlie Land and Cattle Company and Crescent Village
Community Gardens, LLC.

The Company filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Ore. Case No. 10-60244).  Albert N.
Kennedy, Esq., at Tonkon Torp LLP in Portland, Oregon, assists the
Company in its restructuring effort.  The Company listed
$100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.  In its schedules, it listed total
assets of $227,264,848 and total liabilities of $65,412,220.


ASPEN MAIN STREET: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Aspen Main Street Partners, L.P.
        14881 Quorum Drive, Suite 200
        Dallas, TX 75254

Bankruptcy Case No.: 10-31829

Chapter 11 Petition Date: March 15, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  Joyce W. Lindauer, Attorney at Law
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by J. Jones.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Swift Property Fund        Business Debt          $125,455

John Olson Builders        Business Debt          $104,568

Alpine Bank                August interest        $59,643

Alpine Bank                June interest          $59,643

Alpine Bank                July interest          $57,719

Alpine Bank                May interest           $57,719

Pitkin County Treasurer    Property Taxes         $21,322
                           (including interest)

City of Aspen-Water        Utilities              $16,431
Services

Architectural Engineering  Business Debt          $15,952
Consulting

One Beacon Insurance       Business Debt          $13,008

Gallagher Sharp West       Business Debt          $10,968

Greogry & Plotkin, LLC     Attorney Fees          $10,005

Charles Cunniffe           Business Debt          $7,859

Moran & Ozbirn P.C.        Legal fees             $7,805

Alpine Bank                Late charges           $5,868

America Development &      Business Debt          $4,720
Investments
The Belvedere

Jeffrey Jones              Unsecured Debt         $3,546

Hunter Square              Business Debt          $3,300
c/o Susan Whitney

Neujahr and Gorman, Inc.   Business Debt          $3,173

Alpine Bank                Late charges           $2,886


AVENTINE RENEWABLE: Successfully Emerges From Bankruptcy
--------------------------------------------------------
Aventine Renewable Energy Holdings, Inc., has successful emergence
from its Chapter 11 restructuring on March 15, 2010, naming Thomas
Manuel the company's new Chief Executive Officer and Chief
Operating Officer.  Mr. Manuel was also appointed to serve on the
company's board of directors.

"Emerging from bankruptcy with good liquidity, modest debt and
lower overhead costs, Aventine is well positioned to be one of the
low cost providers of ethanol on a national basis," said Manuel.
"I am very optimistic about the ethanol industry and our success
going forward.  We have put in place a strong leadership team with
decades of experience."

In February 2009, Aventine and its subsidiaries filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code in the
District of Delaware.  The company had secured debtor-in-
possession financing from its pre-petition unsecured noteholders
that enabled the company to continue ongoing operations. The
ethanol industry had faced recent difficult years with soaring
corn prices and lower petroleum costs.

The company's plan of reorganization was confirmed on February 24
by the Hon.  Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware.

"The ethanol industry has sound long-term prospects, and we
anticipate a strong rebound as the biofuels mandate continues to
increase," Mr. Manuel said.  "Aventine will emerge as a much
stronger business with all the key pieces: a restructured balance
sheet, excellent liquidity, and a committed group of employees led
by a new senior management team."

Mr. Manuel has over 40 years of commodity management experience
and was a senior executive with ConAgra Foods for 25 years.  His
career includes experience in grain, meat and poultry processing
and commodity and energy merchandising.  In 2006, Mr. Manuel was
named Chief Executive Officer of AS Alliances Biofuels, a multi-
plant ethanol start up headquartered in Dallas, Texas. VeraSun
acquired ASA in August of 2007.  Since 2008, Mr. Manuel has been a
consultant with CRG Partners, one of the industry's leading
restructuring firms and Mr. Manuel played a key role in the
successful restructuring of Pilgrims Pride Poultry.

Also, the company announced the other members of its new board of
directors, which is led by Gene Davis, a highly experienced
turnaround executive:

Eugene I. Davis, Chairman of the Board, has served as Chairman and
CEO of Pirinate Consulting Group, L.L.C., a privately held
consulting firm specializing in, among other things, crisis and
turn-around management and strategic advisory services for public
and private business entities, since 1999.

Kurt M. Cellar has served as a partner and Portfolio Manager at
Bay Harbour Management, L.C. Prior to Bay Harbour, he was an
associate at Remy Investors and Consultants, Inc., where he
sourced and analyzed public and private investment opportunities.

Carney Hawks is a partner with Brigade Capital Management, a
credit-focused, asset management firm. Prior to joining Brigade,
he was a Managing Director in the High Yield Division of MacKay
Shields.

Doug Silverman is a Managing Partner and Co-Chief Investment
Officer at Senator Investment Group LP. Prior to co-founding
Senator in February 2008, Mr. Silverman spent nearly six years at
York Global Value Partners, a hedge fund focused on value and
event investing in equity and credit opportunities on a global
basis, as a Managing Director and Co-Portfolio Manager.

Timothy Bernlohr is a Managing Director with TJB Management
Consulting, LLC, a firm specializing in providing project specific
consulting services to businesses in transformation, strategic
planning, and interim executive management. Prior to joining TJB,
he was the President and CEO of RBX Industries, Inc.

Aventine's strategy is to be a low-cost, focused ethanol producer.
The company also plans to resume as soon as possible the
construction of its two partially completed 108 million gallon
bio-refineries in Aurora, Neb. and Mt. Vernon, Ind.  Both
construction projects were within months of completion when work
was suspended prior to Aventine's filing for bankruptcy
protection.

                     About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets: AVRN) -- http://www.aventinerei.com/-- is a
producer and marketer of ethanol to many leading energy companies
in the United States.  In addition to ethanol, Aventine also
produces distillers grains, corn gluten meal, corn gluten feed,
corn germ and brewers' yeast.

Morgan Stanley Capital Partners IV bought Aventine in May 2003
from Williams Cos.  Aventine had a public offering in May 2006.
The Morgan Stanley group retained 28% of the stock at year's end.

The Company and its affiliates filed for Chapter 11 on April 7,
2009 (Bankr. D. Del. Lead Case No. 09-11214).  Joel A. Waite,
Esq., and Ryan M. Bartley, Esq., at Young, Conaway, Stargatt &
Taylor, serves as bankruptcy counsel to the Debtors.  Davis Polk
& Wardwell is special tax counsel and Houlihan, Lokey, Howard &
Zukin, Inc., is the financial advisor.  Garden City Group, Inc.,
has been engaged as claims agent.  Scott D. Cousins, Esq., and
Donald J. Detweiler, Esq., at Greenberg Traurig, LLP, serve as
counsel to the official committee of unsecured creditors.  When it
filed for bankruptcy protection from its creditors, Aventine
Renewable listed between $100 million and $500 million each in
assets and debts.


BEAR ISLAND: Asks for Court OK to Continue Premium Financing Pacts
------------------------------------------------------------------
Bear Island Paper Company, L.L.C., has sought authorization from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
maintain postpetition premium financing agreements with respect to
insurance premiums.

White Birch Paper Company entered into numerous insurance policies
that provide coverage for the Debtor.  Collectively, these
policies provide coverage for, among other things, general and
employee benefits liability, excess liability, directors and
officers' liability, fiduciary liability, excess fiduciary
liability, property, ocean marine cargo, crime, automobile and
total umbrella.  The Debtor says that the Policies are essential
to the preservation of the value of the Debtor's business,
properties and assets.  A copy of the insurance policy schedule is
available for free at:

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

The Debtor has asked the Court to allow White Birch to record an
intercompany charge against the Debtor in the approximate amount
of $41,000 a month on account of coverage provided to the Debtor
under certain of White Birch's insurance policies.  The Debtor has
also asked that White Birch be allowed to record a monthly charge
of approximately $3,500 on the Debtor's books in respect of the
broker's fees.  White Birch employs The Rubin Group to assist with
the procurement and negotiation of its policies.

                            About Bear Island

White Birch is the second-largest newsprint producer in North
America.  As of December 31, 2009, the WB Group held a 12% share
of the North American newsprint market and employed roughly 1,300
individuals (the majority of which reside in Canada).
Additionally, for the 12 months ended December 31, 2009, the WB
Group maintained an annual production capacity of roughly
1.3 million metric tons of newsprint and directory paper, up to
50% of which consists of recycled content, and achieved net sales
of roughly $667 million.

Bear Island's assets are almost exclusively located in the U.S.

Bear Island Paper Company, L.L.C., filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the Eastern District of
Virginia on February 24, 2010.

The company's parent, White Birch Paper Company, filed for
bankruptcy protection under Canada's Companies' Creditors
Arrangement Act, before the Superior Court for the Province of
Quebec, Commercial Division, Judicial District of Montreal,
Canada.  White Birch and five other affiliates -- F.F. Soucy
Limited Partnership; F.F. Soucy, Inc. & Partners, Limited
Partnership; Papier Masson Ltee; Stadacona Limited Partnership;
and Stadacona General Partner, Inc. -- also sought bankruptcy
protection under Chapter 15 of the U.S. Bankruptcy Code.

Jonathan L. Hauser, Esq., at Troutman Sanders LLP, in Virginia
Beach, Virginia; and Richard M. Cieri, Esq., Christopher J.
Marcus, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, serve as counsel to White Birch, as Foreign
Representative.  Kirkland & Ellis and Troutman Sanders also serve
as Chapter 11 counsel to Bear Island.  AlixPartnes LLP serves as
financial/restructuring advisor to Bear Island, and Lazard Freres
& Co., serves as investment banker.  Chief Judge Douglas O. Tice,
Jr., handles the Chapter 11 and Chapter 15 cases.


BEARINGPOINT INC: Trustee Seeks $8.1 Million From Yale
------------------------------------------------------
Edvard Pettersson at Bloomberg News reports that the liquidation
trustee for BearingPoint Inc. commenced an adversary proceeding
seeking the return by Yale University of $8.1 million it received
from BearingPoint before the firm filed for bankruptcy.

According to the report, the trustee, John DeGroote Services LLC,
seeks to recover $2.1 million Yale received from December 2008 to
February 2009 as part of an education collaboration agreement, as
well as $6 million the university got in 2007 and 2008 as part of
a commitment agreement.

Under the commitment agreement, BearingPoint was to give $30
million over seven years in exchange for "naming opportunities."

                      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.


BLACK CROW: Final DIP Hearing on March 19
-----------------------------------------
The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida will consider at a final evidentiary hearing
on March 19, 2010, at 9:00 a.m., Black Crow Media Group, LLC, et
al.'s request for postpetition credit and cash collateral use.
The hearing will be held at 4th Floor Courtroom 4A, 300 North
Hogan Street, Jacksonville, Florida.  Objections were due March 9.

The Court, in a second interim order, authorized the Debtors to
obtain postpetition secured financing from Paul C. Stone and to
use cash collateral until March 19.

The DIP lender has committed to provide up to $1,500,000.  The DIP
facility will mature one year from the petition date.  The DIP
facility will incur interest at 12% per annum.  In the event of
default, the Debtors will pay an additional 2% default interest
per annum.

The Debtors' obligations under the DIP facility will be secured by
postpetition cash and accounts receivable, and the proceeds
therefrom, generated from the Debtors' business operations
following the Closing Date.  As set forth in the credit agreement,
J. Michael Linn, the Debtors' President and CEO, has agreed to
provide the DIP Lender, as additional collateral for the DIP Loan,
a mortgage on a condominium located in Daytona Beach, Florida,
which is owned by Mr. Linn.

As adequate protection, the Debtors will grant the DIP Lender a
first priority lien on all of the Debtors' cash and accounts
receivables generated subsequent to the closing date and a
superpriority administrative expense claim.

The lien will be subordinate to payment of up to $100,000 of these
expenses: (i) fees required to be paid to the Office of the U.S.
Trustee; and (ii) fees and expenses incurred by the Debtors and
the official committee of unsecured creditors, if any, in
connection with compensation for services rendered or
reimbursement of expenses allowed by the Court to the Debtors' or
the Committee's professionals.

The Debtors will also use the cash collateral to provide
additional liquidity.

                      About Black Crow Media

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

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172).  The
Company's affiliates -- Black Crow Media, LLC, et al. -- also
filed separate Chapter 11 petitions.

Mariane L. Dorris, Esq., and R Scott Shuker, Esq., at Latham
Shuker Eden & Beaudine LLP, assist the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


BLOCKBUSTER INC: Seeks to Cut DVD Costs, May File Chapter 11
------------------------------------------------------------
Blockbuster Inc. said in its annual report on Form 10-K that it is
in talks with major studios to reduce its DVD costs and that it
may file for Chapter 11.

Blockbuster said it is currently in discussions with several major
studios to maintain or improve its existing credit terms by
pledging unencumbered Canadian assets as collateral for domestic
studio payables.  As an alternative, Blockbuster says it may
borrow against its unencumbered Canadian assets.

Blockbuster said that it aims to further reduce its general and
administrative expenses by approximately $200 million by, among
other things: (i) closing underperforming domestic company-
operated stores; and (ii) restructuring and reengineering its
organization and processes to increase efficiency and reduce its
operating costs by $70 million for fiscal 2010.

One of the strategies Blockbuster is pursuing involves an exchange
of all or part of its $300 million Senior Subordinated Notes for
Class A common stock.  Blockbuster seeks to implement an exchange
during the latter part of the second quarter or early part of the
third quarter of 2010, depending on the timing of SEC clearance of
the exchange documentation and when we receive, if necessary,
shareholder approval.  "It is possible that a successful and
efficient implementation of an exchange or any of the other
strategies we are pursuing will require us to make a pre-packaged,
pre-arranged or other type of filing for protection under Chapter
11 of the U.S. Bankruptcy Code," Blockbuster said.

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

                 http://researcharchives.com/t/s?597f

                      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 has said 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.


BOMBARDIER INC: Fitch Assigns 'BB+' Rating on $1 Bil. Notes
-----------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BB+' to Bombardier
Inc.'s planned issuance of at least $1 billion of senior unsecured
fixed-rate notes with maturities not to exceed 10 years.  This
rating action repeats Fitch's announcement in a press release
dated Feb. 8, 2010.  BBD terminated its previous planned debt
offer and related tender offer on March 8, 2010, due to
unfavorable conditions in the debt capital markets.  Earlier it
announced new debt and tender offers that are similar to the
previous offers.  Refer to Fitch's press release dated Feb. 8,
2010 for a full description of the rating rationale.

Proceeds from BBD's new debt will be available to fund a tender
offer for up to $550 million of existing debt due between 2012 and
2014 and to support the company's liquidity.  BBD has the option
to increase the tender offer up to $1 billion, slightly less than
the maximum of $1.25 billion in BBD's previous tender offer.
Otherwise, the new tender offer is similar to the previous offer.

BBD's ratings are supported by its business diversification,
leading market positions and a large backlog that helps to reduce
the near-term impact of order volatility.  Over the long term, BBD
is focused on building a stronger capital structure and further
reducing leverage, which would help reduce its cost of funds and
improve the company's financial and strategic flexibility.
However, the Negative Rating Outlook incorporates weak demand in
BBD's business jet market and pressure on free cash flow in 2011
largely related to working capital that could prevent significant
improvement in the near term.  These concerns are partly offset by
BBD's substantial liquidity which will be supported by the new
debt.


BOMBARDIER INC: Moody's Assigns 'Ba2' Rating on $1 Bil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the $1 billion
senior unsecured notes to be issued by Bombardier Inc.  The terms,
conditions, amounts and expected use of proceeds of this
transaction are substantially similar to the debt offering Moody's
rated on February 8, 2010, that was subsequently terminated by the
company due to unfavorable market conditions.  Roughly 60% of the
proceeds will be used to repurchase existing indebtedness with the
remaining amount added to the company's cash position.

Assignments:

Issuer: Bombardier Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned at Ba2,
     LGD4 - 52%

Moody's last rating action on Bombardier was on March 10, 2010, at
which time the rating on its previously planned notes offering was
withdrawn.

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


BOSTON SCIENTIFIC: Moody's Retains 'Ba1' Ratings & Stable Outlook
-----------------------------------------------------------------
Moody's commented that Boston Scientific Corporation's Ba1 ratings
and stable outlook remain unchanged at this time following the
company's announcement that it has stopped the shipment of and is
retrieving U.S. field inventory of its ICD and CRT devices.
Moody's understand that this voluntary action is related to the
identification of two instances where manufacturing changes were
not properly submitted to the FDA for approval.  Although the
timing of resolution remains uncertain, Moody's believe that in
contrast to safety-related recall actions, this may be a less
complex matter to resolve.

However, if this matter becomes protracted, Moody's could reassess
implications for the outlook and ratings.

"If this matter remains unresolved for an extended period of time,
it could have a material effect on cash flows at a time when
Boston Scientific's liquidity is already strained by anticipated
litigation payouts and upcoming debt maturities," said Diana Lee,
a Moody's Senior Credit Officer.

Moody's could take a negative rating action if it appears that the
issue will have a substantial negative credit impact.  Concerns
would include: (1) effects on liquidity including possible
covenant breaches; (2) effects on the ability of the company to
refinance its upcoming maturities; (3) short and longer term
effects on CRM sales and related cash flows; and (4) longer term
impact on the company's CRM franchise.

The last rating action on Boston Scientific was taken on
February 1, 2010, when Moody's affirmed Boston Scientific's
ratings and stable outlook following the announced $1.75 billion
litigation settlement with Johnson & Johnson.

Boston Scientific Corporation, headquartered in Natick,
Massachusetts, is a worldwide developer, manufacturer and marketer
of medical devices, specializing in a broad range of
interventional and cardiac rhythm management devices.


BRESNAN BROADBAND: S&P Puts 'B+' Rating on CreditWatch Developing
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B+'
corporate credit rating on Purchase, N.Y.-based cable operator
Bresnan Broadband Holdings LLC on CreditWatch with developing
implications, which means that S&P could affirm, raise, or lower
the ratings following completion of S&P's review.  The CreditWatch
listing follows recent press reports suggesting that Bresnan is
exploring options regarding changes to its ownership.  However,
the company's issue-level ratings are not on CreditWatch as S&P
expects Bresnan to repay this debt if a transaction is
consummated.

"While no transaction may ultimately be completed," said Standard
& Poor's credit analyst Allyn Arden, "Bresnan's cable properties
are well managed in an attractive and consolidating industry,
which makes it an acquisition candidate for either a strategic or
financial buyer."  S&P will monitor developments regarding the
potential sale or partial sale of the company and assess its
impact on Bresnan's overall credit profile.

When and if a transaction is announced, S&P will evaluate the
effect on the parent company corporate credit rating if it
survives.


BROADWAY 401: Wins Approval of Plan to Sell Towers
--------------------------------------------------
Michael Bathon at Bloomberg News reports that Broadway 401 LLC won
court approval of its restructuring plan, paving the way for the
Debtors to exit bankruptcy two months after seeking court
protection.

According to the report, U.S. Bankruptcy Judge Kevin J. Carey has
granted Broadway permission to sell its assets for about $167
million as part of its plan to repay creditors owed about
$252.9 million.

The report relates that the terms of the Plan are:

   -- The senior lenders will get most of the proceeds from the
      sale, after financing for the restructuring and
      administrative costs are paid.  The senior lenders are
      projected to recover 51% to 74% of their claims.

   -- The unsecured creditors won't get any payment under the Plan
      because the senior lenders aren't being paid in full.

   -- Mezzanine lenders will split $3.5 million as part of a
      lawsuit settlement related to loan guarantees made by some
      of Broadway's principals.

                      About Broadway 401 LLC

Broadway 401 LLC owns the Dumont Condominiums in Washington.

New York-based Broadway 401 LLC, along with Broadway Mass
Associates LLC, and Broadway Mass TIC I LLC, is owned by Lazar
Muller, Samuel Weiss, Charles Herzka, David Weldler and the 1997
Neumann Family Trust.  The Debtors acquired the property located
at 401 Massachusetts Ave. and 425 Massachusetts Ave. between
December 2004 and January 2006 for more than $47 million.  Since
that time, they've improved the properties with two 14-story
residential towers containing 559 residential condominiums.  The
towers are known as "The Dumont" and are reportedly "vacant but
essentially . . . complete and ready for occupancy."

Broadway 401 filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. D. Delaware Case No. 10-10070).  The
Company's affiliates -- Broadway Mass Associates LLC; Broadway
Mass TIC I LLC, et al. -- filed separate Chapter 11 petitions.
Jamie Lynne Edmonson, Esq., at Bayard PA, assists the Debtors in
their restructuring efforts.

Broadway 401 listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


BRUNDAGE-BONE CONCRETE: Wants CTO to Resolve Wells Fargo's Concern
------------------------------------------------------------------
Brundage-Bone Concrete Pumping, Inc., and JLS Concrete Pumping,
Inc., ask the U.S. Bankruptcy Court for the District of Colorado
to approve a stipulation for the retention of chief turnaround
officer; and compromise and settlement of the motions for the
appointment of Chapter 11 examiner and Chapter 11 trustee.

As reported in the Troubled Company Reporter on January 29, 2010,
Wells Fargo Bank, N.A. (WF Bank), Wells Fargo Equipment Finance,
Inc. (WFEFI) and Wachovia Financial Services, Inc. aka First Union
Commercial Corporation (Wachovia) -- holders of secured claims in
excess of $139 million -- sought for the appointment of a
Chapter 11 trustee and an examiner in the Debtors' bankruptcy
cases.

The Debtors relate that the stipulation, entered among the
Debtors, Wells Fargo, and the Official Committee of Unsecured
Creditors, will resolve the examiner motion and the trustee
motion.  The parties agreed that, among other things:

   a. The Debtors will retain an officer with specifically
      delineated powers and duties, to be termed the Debtors'
      "chief turnaround officer".  The retention of the CTO will
      be subject to approval by the Court.

   b. Compensation of the CTO will be subject to the requirements
      and procedures for compensation of professional persons, and
      subject to the provisions for interim compensation provided
      by the Court's prior order applicable to other professional
      persons retained in the Chapter 11 case.

   c. Upon expiration of the appeals period for the CTO Order, and
      no appeal having been taken, the examiner motion and the
      trustee motion will be deemed withdrawn without prejudice.

                        About Brundage-Bone

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

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


CANNERY CASINO: S&P Downgrades Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Las Vegas-based Cannery Casino Resorts
LLC by one notch.  S&P lowered the corporate credit rating to 'B-'
from 'B'.  The rating outlook is negative.

In addition, S&P lowered the issue-level rating on the company's
first-lien credit facilities to 'B' (one notch higher than the
'B-' corporate credit rating) from 'B+'.  The recovery rating on
this debt remains at '2', indicating S&P's expectation of
substantial (70%-90%) recovery in the event of a payment default.
S&P lowered the issue-level rating on the company's second-lien
credit facility to 'CCC' (two notches below the corporate credit
rating) from 'CCC+'.  The recovery rating on this debt remains at
'6', indicating S&P's expectation of negligible (0% to 10%)
recovery in the event of a payment default.

"The corporate credit rating downgrade reflects operating
performance that is meaningfully below S&P's previous expectations
and its assessment that credit measures are likely to remain more
in line with a 'B-' rating over the near term," said Standard &
Poor's credit analyst Melissa Long.

While Cannery has not yet completed its 2009 audit, S&P believes
that, despite revenue increases in the teens, EBITDA fell in the
double-digit percentage area.

S&P's previous expectation had been for relatively flat operating
performance in 2009, largely due to incremental gains from the
opening of the permanent Meadows facility and incremental EBITDA
from Eastside Cannery offsetting declines at the other Las Vegas
locals properties.  However, the permanent facility has been much
slower to ramp up than S&P had previously expected and Eastside
Cannery continues to struggle to generate a meaningful return on
investment given difficult operating conditions in the Las Vegas
locals market.

The downgrade also reflects a revision of S&P's expectations for
operating performance in 2010.  S&P now expects that EBITDA in
2010 will decline in the low-teens percentage area, compared with
S&P's previous expectation for slight growth.  The revision of
S&P's assumptions reflects its expectations for continued
challenging operating conditions in the Las Vegas locals market
and for competition from the recently opened Rivers Casino in
downtown Pittsburgh, Pa.  to continue to affect operating
performance at the Meadows.

Cannery recently secured an amendment to its first-lien credit
facility that, to some extent, reduces S&P's previous expectation
for a potential covenant breach in early 2010.  The amendment
loosened financial covenants and provided the company with the
ability to use equity cures for any covenant compliance issues.
While S&P is not forecasting a covenant violation under its
performance expectations, the cushion with respect to the tightest
covenant could be in the single-digit percentage area in 2010,
which, in S&P's view, remains narrow.

As part of the amendment, Cannery repaid about $91 million in
first-lien debt and reduced its revolver to $70 million from
$110 million.  The majority of the proceeds used to repay debt
came from the issuance of $75 million of pay-in-kind (PIK)
preferred equity issued to the owners of the company.  While S&P
recognize the friendly nature of the holders of the PIK preferred
equity, under its rating criteria, S&P considers the security to
be debt-like in its calculation of leverage and coverage metrics.

The 'B-' rating reflects Cannery's highly leveraged financial
profile, the highly competitive dynamics of the Las Vegas locals
market, and S&P's expectation that difficult operating conditions
in this market, as well as in the greater Pittsburgh region, will
continue over the next several quarters.  Still, the company's
cash flow diversification from operating in two markets on
opposite sides of the country and its experienced management team,
with a proven track record within the gaming industry, somewhat
temper these negative rating factors.


CAPITAL GROWTH: Pays All Debt Obligations Under Loan Agreement
--------------------------------------------------------------
Capital Growth Systems Inc. said it has timely paid all debt
service obligations under the Loan Agreement dated November 19,
2008, with Global Capacity Group Inc., Centrepath, Inc., 20/20
Technologies Inc., 20/20 Technologies I LLC, Nexvu Technologies
LLC, Capital Growth Acquisition Inc., Vanco Direct USA LLC.

On November 24, 2009, the Company had received formal notification
from ACF CGS L.L.C. of certain covenant violations that have
occurred and continue to exist under the Loan Agreement.  The
Company entered into a forbearance agreement on December 29, 2009,
and March 8, 2010.

                           Going Concern

At September 30, 2009, the Company had total assets of $50,008,000
against total liabilities of $81,513,000, resulting in
shareholders' deficit of $31,505,000.  At December 31, 2009, the
Company had shareholders' deficit of $1,797,000.

The Company said its net working capital deficiency, recurring
operating losses, and negative cash flows from operations raise
substantial doubt about its ability to continue as a going
concern.  However, the successful delivery on major customer
contracts entered into since mid-2008 and continued success in
closing these types of contracts are expected to move the Company
into profitability.  In addition to those new contracts,
Management believes that the inclusion of VDUL's business and cash
flows will have a positive impact on future results.  At the same
time, expenses are managed closely and lower-cost outsource
opportunities are given case-by-case consideration.

Notwithstanding, the Company continues to find support among its
shareholders and other investors, as evidenced by the $5.6 million
and $35.8 million financing completed in 2009 and 2008.  This
capital was used to fund the VDUL acquisition, to strengthen its
core logistics business model, and to support existing operations.

                        About Capital Growth

Capital Growth Systems, Inc., and its subsidiaries operate in one
reportable segment as a single source telecom logistics provider
in North America and the European Union.  The Company helps
customers improve efficiency, reduce cost, and simplify operations
of their complex gl


CAPMARK FINANCIAL: Sells Advisory Business to Trecap Partners
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Capmark Financial
Group Inc. won approval from the Bankruptcy Court to sell
subsidiary Capmark Investments LP, a real estate equity investment
advisory group. There were no competing bids, so Trecap Partners
LP will buy the business for $19.2 million.  The subsidiary has
almost $3.5 billion of assets under management.

According to the report, Capmark had three prior sales that
generated more than $1 billion cash.  Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for $468
million. The military housing business went for $9 million to an
affiliate of Jefferies Group Inc. The Japanese business was also
sold.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A. serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Capmark has total assets of US$20 billion against total debts of
US$21 billion as of June 30, 2009.

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


CASCADE BANCORP: Posts $93.1 Million Net Loss in 2009
-----------------------------------------------------
Cascade Bancorp filed its annual report on Form 10-K, showing a
net loss of $93.1 million for the year ended December 31, 2009,
compared with a net loss of $134.6 million for the year ended
December 31, 2008.  Net interest income decreased to $72.7 million
in 2009, as compared to $95.4 million in 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$2.194 billion in assets, $2.149 billion of debts, and
$45.1 million of stockholders' equity.  At December 31, 2009, the
Company had net loans of approximately $1.510 billion and deposits
of approximately $1.815 billion.

Delap LLP, in Lake Oswego, Oregon, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a significant
level of nonperforming assets, and is currently operating under
written agreements with its principal banking regulators which
require management to take a number of actions, including, among
other things, restoring and maintaining capital levels to amounts
that are in excess of the Company's current capital levels.

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

               http://researcharchives.com/t/s?5956

Bend, Ore.-based Cascade Bancorp through its wholly-owned
subsidiary, Bank of the Cascades, offers full-service community
banking through 32 branches in Central Oregon, Southern Oregon,
Portland/Salem Oregon and Boise/Treasure Valley Idaho.  Cascade
Bancorp has no significant assets or operations other than the
Bank.


CATALYST PAPER: S&P Raises Corporate Credit Rating to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Catalyst Paper Corp. to 'CCC+' from
'SD'.  Standard & Poor's also assigned its 'CCC+' issue rating to
Catalyst's new 11% senior secured notes due December 2016, with a
recovery rating of '4', indicating average (30%-50%) recovery in
the event of a payment default.  S&P also raised the rating on the
company's unsecured debt issue to 'CCC-' from 'D' and changed the
recovery rating to '6' from '5', indicating negligible (0%-10%)
recovery in the event of a payment default.

Finally, S&P raised the rating on Catalyst's senior unsecured
notes to 'CCC-' from 'C' and changed the recovery rating to '6'
from '5', indicating negligible (0%-10%) recovery in the event of
a payment default.  S&P removed the rating from CreditWatch with
positive implications, where it had been placed March 10, 2010.
The outlook is negative.

"The ratings on Catalyst Paper Corp. reflect S&P's view of the
company's highly leveraged capital structure, history of weak
profitability, fiber supply issues, and its participation in
cyclical commodity markets," said Standard & Poor's credit analyst
Jatinder Mall.  In Standard & Poor's opinion, the company's
revenue diversity and improving cost profile partially mitigate
these risks.

Catalyst is the fourth-largest newsprint and uncoated groundwood
specialty paper manufacturer by production capacity in North
America.  In addition, the company produces lightweight coated and
market pulp.  It's also one of the leading producers of directory
paper in the world and owns the largest paper recycling operation
in western Canada.

Standard & Poor's considers the company's business profile as
vulnerable.  Catalyst operates in a cyclical industry with
commodity products and, therefore, has a limited ability to
influence prices.  Demand for certain of the company's paper
products, specifically newsprint and directory, is in secular
decline due to continued migration to Internet.  With the
exception of the recently acquired Snowflake, Ariz., newsprint
mill, which is on the lower end of the industry cost curve, S&P
consider Catalyst's mills to be in the middle of the cost curve.
Furthermore, the lack of upward integration and its concentration
of mills on Vancouver Island expose Catalyst to fiber shortages
and currency fluctuations.  The company's has been focused on
restructuring its business and reducing costs per metric ton.  In
the past couple of years it has reduced its work force,
renegotiated labor contracts, and closed its Elk Falls, B.C. pulp
and linerboard operations.

The negative outlook reflects Standard & Poor's expectation that
demand for Catalyst's products will continue to decline and will
result in lower profitability and lower liquidity in 2010, placing
further pressure on already-weak credit metrics.  S&P could lower
the ratings on Catalyst if negative cash generation leads to a
liquidity position that is less than $100 million.  S&P could
raise the ratings if improvement in pulp prices and demand over
the next couple of quarters leads to better-than-expected
profitability and improved liquidity.


CATHOLIC CHURCH: Fairbanks' Berger Wants Distribution Procedures
----------------------------------------------------------------
Robert L. Berger, settlement trustee under the Catholic Bishop of
Northern Alaska's Third Amended and Restated Joint Plan of
Reorganization, asks the U.S. Bankruptcy Court for the District of
Alaska to issue an order determining that after his compliance
with proposed procedures:

  (a) he will have discharged his responsibilities under the
      Plan and the Settlement Trust if he pays amounts due from
      the Settlement Trust to the client trust account of the
      attorneys, who have delivered signed retainer agreements
      with a Tort Claimant instead of paying the amounts
      directly to the Tort Claimant; and

  (b) that Tort Claimants will have no rights or remedies
      against the Settlement Trustee if the distributions from
      the Settlement Trust are paid to the client trust account
      for their counsel of record.

Mr. Berger tells the Court that he had intended to divide
distributions due to Tort Claimants represented by counsel into
two sets of checks or wires: (i) a distribution on account of
attorneys' fees and costs, aggregated for attorneys with multiple
clients, to Qualified Counsel, and (ii) a check payable to the
individual Tort Claimant on account of the Tort Claimant's claim
in the bankruptcy case.  For those Tort Claimants represented by
counsel of record, Mr. Berger notes that he intended to deliver
the checks to the counsel.  He also discloses that he has been in
contact with counsel of record for Tort Claimants, who have
requested that distributions to their clients be made directly to
State Court Counsel's client trust accounts.

The Settlement Trustee proposes that he satisfy his duty to make
distributions from the Settlement Trust to Tort Claimants by
making distributions to State Court Counsel's client trust
accounts on these conditions:

  (a) Transfers from the Settlement Trust to the State Court
      Counsel's client trust accounts will be made by wire
      transfer or by check;

  (b) Prior to the transfer of any funds to the  State Court
      Counsel, the Settlement Trustee will transmit to the State
      Court Counsel an accounting of the distributions due their
      clients pursuant to the Plan and will require written
      approval of the accounting.  The accounting will reflect
      the cash reserves established by the Settlement Trustee,
      the gross amount of the distribution to the Tort Claimant,
      the fees due under the retainer agreements provided to the
      Settlement Trustee, the costs as set forth in the State
      Court Counsel's cost statements;

  (c) Entry of an order providing that upon the Settlement
      Trustee's compliance with the distribution procedures and
      the completion of the transfers to the State Court
      Counsel's client trust accounts, the Settlement Trustee
      has fully and completely performed his duties under the
      Plan and none of the Tort Claimants or State Court Counsel
      will have any claim against the Settlement Trustee.

                 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: Fairbanks Wants Until May to Sue Greens
--------------------------------------------------------
The Catholic Bishop of Northern Alaska sought and obtained an
extension through May 31, 2010, of the time within which it may
file a complaint pursuant to Section 544 of the Bankruptcy Code
against Louis Green, Sr., and Nancy Green; and Mary's Igloo Native
Corporation.  The Diocese's deadline to file a Section 544
complaint was March 1, 2010.

In light of recent claims alleged by the Greens and Mary's Igloo
asserting unrecorded liens or interest in the Pilgrim Hot Springs
Property, the Diocese is concerned that a Section 544 complaint
may become necessary, Kasey C. Nye, Esq., at Quarles & Brady LLP,
in Tucson, Arizona, told the U.S. Bankruptcy Court for the
District of Alaska.  Mr. Nye reminded Judge MacDonald that an
integral part of the Diocese's confirmed Joint Amended and
Restated Plan of Reorganization is the sale of the Property.

Mr. Nye asserted that in addition to the Greens' unrecorded claim,
the Diocese received claims from Mary's Igloo that the Diocese
leased Pilgrim Springs from Mary's Igloo and that true title to
the property rests in Mary's Igloo.  He noted that Mary's Igloo
has been unable to produce proof of its alleged interest in
Pilgrim Springs.

                 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: Wilmington Committee to Retain Morgan Lewis
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy case of the Catholic Diocese of Wilmington, Inc., seeks
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Morgan, Lewis & Bockius LLP as its special
insurance counsel.

As special insurance counsel, Morgan Lewis will assist and advise
the Creditors Committee and its counsel in:

  (a) analyzing insurance issues relating to any proposed plan
      of reorganizations, mediations and settlement discussions
      in the case;

  (b) negotiating with insurance companies having potential
      liability for the Diocese's tortuous acts; and

  (c) litigating insurance coverage issues.

The Creditors Committee sought a negotiated blended rate, and
Morgan Lewis has agreed, that all attorneys will be billed at $475
per hour and paraprofessionals will be billed at $260 per hour.
These are already discounted hourly rates of the principal Morgan
Lewis attorneys, who will be involved in the engagement:

    Paul Zevnik             $825
    Michel Horton           $750
    Paul Richler            $730
    Jill Baisinger          $530
    David Cox               $500
    Mark Sherer             $440
    Prescott Littlefield    $300
    Jessica Zetwick         $300

Morgan Lewis will also be reimbursed for all other expenses
incurred in connection with its retention.

Paul Richler, Esq., a partner in Morgan Lewis, assures the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.


                  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 Committee Wants Case Mediator
---------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of the Catholic Diocese of Wilmington, Inc., asks the U.S.
Bankruptcy Court for the District of Delaware to appoint Thomas
Rutter, Esq., in Philadelphia, Pennsylvania, as case mediator.

Laura Davis Jones, Esq., at Pachulski Stang, in Wilmington,
Delaware, relates that the Creditors Committee and the Diocese
seek a negotiated settlement of the Chapter 11 case.  The Parties
agree that mediation in the case is a means for achieving a
consensual reorganization.  Ms. Jones notes that in six of the
seven other Catholic-affiliated Chapter 11 cases, mediation was
the vehicle for resolving all or substantially all of the disputed
issues.

The Creditors Committee believes that other parties-in-interest,
including parishes and religious orders, also support mediation of
the case and that a substantial likelihood exists that they would
participate in a multi-party effort to mediate the abuse claims
against them.  The Creditors Committee, however, doubts that the
defendants in the Pooled Investment Account litigation would
participate in mediation.

Ms. Jones asserts that Mr. Rutter is nominated as mediator based
on his extensive experience in mediating sexual abuse and personal
injury claims, which experience includes mediating prepetition sex
abuse claims against the Diocese and affiliated entities.  The
Creditors Committee believes that Mr. Rutter initially became
involved in the sexual abuse cases via a referral from retired
Superior Court Judge Vincent Bifferato, Sr., Chairman of the
Diocesan Review Board.

The Creditors Committee further believes that it is likely to
reach an agreement on a mediation order with the Diocese but it is
concerned that the Parties will not reach a speedy agreement on
the identity of the mediator.  Hence, Ms. Jones avers, submitting
the matter to the Court through the request was the best way of
ensuring that prompt progress would be made towards resolving any
impasse.

Judge Sontchi will commence a hearing on April 6, 2010, to
consider the request.  Objections are due on March 30.

                  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 Panel Retains BMI as Consultant
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of the Catholic
Diocese of Wilmington, Inc., obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to retain Business
Management International as its consultant, nunc pro tunc to
January 5, 2010.

The Creditors Committee has filed applications to retain Pachulski
Stang Ziehl & Jones LLP as counsel, and LECG LLC as its financial
advisor.  LECG, in connection with its financial advisory services
to the Creditors Committee, asked the Diocese to provide it with
an electronic version of the Diocese's accounting system and
general ledger.  In response, the Diocese's financial advisor
advised LECG that the Diocese uses the Navision accounting system,
and that due to technological issues, the Diocese would be
somewhat limited on the form of information that it could extract
from the Navision system.

Neither Pachulski Stang nor LECG are licensed to use Navision,
relates Laura Davis Jones, Esq., at Pachulski Stang, in
Wilmington, Delaware.  She adds that neither the professionals of
her firm nor LECG are trained in the use the Navision system.

Given the importance of Diocese's financial information to the
many disputes in the bankruptcy case over what funds constitute
property of the bankruptcy estate, the Creditors Committee has
determined that it needs to employ a consultant that is trained
and licensed to use Navision to obtain all of the Diocese's
financial information.

As a consultant, BMI will assist the Creditors Committee with
respect to its review of the files contained in the Diocese's
Navision database pursuant to the terms set forth on the Letter of
Engagement.  BMI is an authorized Microsoft Dynamics NAV, formerly
Navision, Business Partner, is licensed to use Navision, and has a
wealth of experience in working with Navision, explains Ms. Jones.

BMI will be paid at its regular hourly rates for its professionals
and paraprofessionals, and will be reimbursed of necessary
expenses.  Laurel Loehlin will be the primary BMI professional
responsible to render the sought services, and her billing rate is
$200 per hour.

Ms. Loehlin, BMI's Vice President of Operations, assures Judge
Sontchi that BMI is a "disinterested person," within the meaning
of Section 101(14) of the Bankruptcy Code.

                  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).


CC MEDIA: Revenues Down 17% in 2009; Economic Downturn Blamed
-------------------------------------------------------------
CC Media Holdings Inc. reported results for its fourth quarter and
year ended December 31, 2009.

CC Media Holdings reported revenues of $5.6 billion for 2009, a
decline of 17% as compared to 2008.  The decline in the Company's
revenues resulted from the global economic downturn and related
decrease in advertising spend worldwide.  In 2009, CC Media
Holdings undertook a restructuring of its businesses partly in
response to the decline in advertising revenues, and reduced total
operating expenses to $4.0 billion for 2009, a 14% decrease
compared to 2008.

CC Media Holdings reported revenues of $1.5 billion for the fourth
quarter of 2009, a decline of 6% compared to $1.6 billion for the
fourth quarter of 2008.  The fourth quarter decline, as compared
to the same period of 2008, was an improvement over larger
declines in each of the first three quarters of 2009 when compared
to the same periods in 2008.  Mark Mays, President and CEO of CC
Media Holdings, commented: "We began to see encouraging trends in
the global advertising environment during the fourth quarter, as
our overall revenues demonstrated sequential improvement in the
final three months of the year."

Mark Mays further noted: "During the past year, we have
implemented a concerted plan to achieve significant cost
efficiencies across our operations. We have also strengthened our
management team and sales organization and made considerable
progress in developing our content distribution and advertising
capabilities. These efforts will continue in 2010 as we seek to
maximize our performance. We have a world-leading platform in the
out-of-home media market, which enables us to deliver what we
believe is an exceptional value proposition to advertisers. As we
drive revenue growth across our operations, we believe we will
increasingly benefit from our improved operating leverage,
resulting in increased returns for our shareholders."

Fourth Quarter 2009 Results

CC Media Holdings reported revenues of $1.5 billion in the fourth
quarter of 2009, a decrease of 6% from the $1.6 billion reported
for the fourth quarter of 2008, and revenues would have declined
8% excluding the effects of movements in foreign exchange rates.1

The Company's operating expenses decreased 12% to approximately
$1.1 billion during the fourth quarter of 2009 compared to the
fourth quarter of 2008, and would have declined 14% excluding the
effects of movements in foreign exchange rates.1 Also included in
the Company's fourth quarter 2009 operating and corporate expenses
are approximately $51.1 million of restructuring and other non-
recurring charges related to our restructuring program and
$11.3 million of non-cash compensation expense.

The Company's income before discontinued operations in the fourth
quarter of 2009 increased to $149.7 million compared to a loss
before discontinued operations of $5.0 billion for the same period
in 2008.

CC Media Holdings' OIBDAN was $360.3 million in the fourth quarter
of 2009, a 16% increase from the fourth quarter of 2008.1

Full Year 2009 Results

For the full year, CC Media Holdings reported revenues of
$5.6 billion, a decrease of 17% from the $6.7 billion reported for
the same period in 2008.  Excluding the effects of foreign
exchange, the decline would have been 15%.1

The Company's operating expenses decreased 14% to $4.0 billion
during the year compared to 2008, and excluding the effects of
movements in foreign exchange rates the decline would have been
12%.1 Also included in the Company's 2009 operating and corporate
expenses were approximately $39.8 million of non-cash compensation
expense and approximately $164.4 million of restructuring charges.

The Company's loss before discontinued operations for the full
year 2009 was $4.0 billion compared to a loss before discontinued
operations of $4.6 billion for 2008.  CC Media Holdings' OIBDAN
was $1.3 billion in 2009, a 29% decrease from 2008.1

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?5933

                        About CC Media

Clear Channel Communications is the operating subsidiary of San
Antonio, Texas-based CC Media Holdings Inc.

As reported by The Troubled Company Reporter on February 24, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on San Antonio, Texas-based CC Media
Holdings Inc. and its operating subsidiary, Clear Channel
Communications Inc. (S&P rates both entities on a consolidated
basis), by one notch.  The corporate credit rating was lowered to
'B-' from 'B'.  These ratings remain on CreditWatch with negative
implications, where they were placed Feb. 13, 2009, reflecting
S&P's concerns over financial covenant compliance.

The TCR reported on January 7, 2009, that participations in a
syndicated loan under which Clear Channel Communications is a
borrower traded in the secondary market at 49.80 cents-on-the-
dollar during the week ended January 2, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.87 percentage points from
the previous week.  Clear Channel Communications pays interest at
365 points above LIBOR.  The bank loan matures on December 30,
2015.  The bank loan carries Moody's B1 rating and Standard &
Poor's B rating.

                           *     *     *

According to the Troubled Company Reporter on December 22, 2009,
Standard & Poor's Ratings Services said that its ratings on CC
Media Holdings Inc. (CCC+/Positive/--) and related entities remain
unaffected by the proposed upsizing of the senior notes issuance
by operating subsidiary Clear Channel Worldwide Holdings Inc. to
$2.5 billion from $750 million.


CENTAUR LLC: Gets Interim Okay to Use Cash Collateral
-----------------------------------------------------
Centaur, LLC, et al., sought and obtained authorization from the
U.S. Bankruptcy Court for the District of Delaware to use cash
collateral on an interim basis.

As of the Petition Date, the Debtors have approximately
$23 million of cash on hand which, along with revenues generated
on a going forward basis, comprise cash collateral of the
prepetition secured parties.

The Debtors say that they have obtained the first lien secured
parties' consent to use cash collateral.  In September 2008, the
Debtors entered into a $160 million amended and restated first
lien revolving credit and term loan agreement with Credit Suisse,
as administrative agent and collateral agent, and certain lenders.
As of the Petition Date, not less than $382.5 million in principal
amount was outstanding under the first lien credit facility.

In exchange for using cash collateral, the Debtors will grant the
prepetition secured parties replacement liens on substantially all
of the Debtors' prepetition and postpetition assets and property,
as well as allowed superpriority administrative claim against the
Debtors' estates.  The Debtors will also pay reasonable monthly
fees and expenses of certain professionals retained by the First
Lien Agent and the First Lien Lenders.  The Debtors promise to
provide the lenders monthly reports.

Jefrey M. Schlerf, Esq., at Fox Rothschild LLP, the attorney for
the Debtors, explained that the Debtors need the money to fund
their Chapter 11 case, pay suppliers and other parties.

The Court has set a final hearing for March 29, 2010, at
10:00 a.m. on the Debtor's request to use cash collateral.

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

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


CENTRAL GARDEN: Moody's Upgrades Ratings on New Notes to 'B2'
-------------------------------------------------------------
Moody's Investors Service upgraded the rating of Central Garden &
Pet Company's new subordinated notes to B2 from B3 following the
upsizing of the offering to $400 million from $300 million.  At
the same time, the rating of the secured revolver was upgraded to
Ba2 from Ba3, while the rating of the secured term loan was
withdrawn.  The B1 corporate family rating, B1 probability of
default rating and SGL 2 speculative grade liquidity rating were
affirmed.  The rating on the existing $150 million subordinated
notes will be withdrawn when the amounts that were not tendered
are retired.  The rating outlook remains positive.

Proceeds from the offering were used to repay the term loan and to
tender for $135 million of the existing subordinated notes.  "The
one notch upgrade in the new subordinated notes is because there
is now less senior debt in Central Garden's capital structure
following the full repayment of the term loan" said Kevin Cassidy,
Senior Credit Officer at Moody's Investors Service.  The one notch
upgrade in the secured credit facility to Ba2 reflects the senior
creditors improved position in Central Garden's capital structure
as there is now more junior debt to absorb losses in the event of
default.

These ratings were upgraded/assessments revised:

* $400 million subordinated notes to B2 (LGD 5, 73%) from B3 (LGD
  5, 80%)

* $350 million senior secured revolving credit facility due 2011
  to Ba2 (LGD 2, 28%) from Ba3 (LGD3, 39%);

These ratings were affirmed:

* Corporate family rating at B1;
* Probability of default rating at B1;
* Speculative grade liquidity rating at SGL 2;

This rating was withdrawn:

* $300 million senior secured term loan at Ba3

The last rating action for Central Garden was on February 24,
2010, where Moody's rated the new $300 million subordinated notes
B3 and affirmed the corporate family rating at B1.

Central Garden & Pet Company, located in Walnut Creek, California,
manufactures an array of branded lawn and garden and pet supply
products, and operates as a distributor for other manufacturers'
products in both of these segments.  Sales were $1.6 billion for
the twelve months ended December 31, 2009.


CENTRAL METAL: Examiner Hearing Postponed to Give Way for Talks
---------------------------------------------------------------
The Hon. Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California has continued until April 27, 2010,
at 11:00 a.m. the hearing on creditor Center Bank's motion for
appointment of an examiner.

Objections, if any, are due on April 13, 2010.  Any reply papers
must be filed not later than 4:00 p.m. (PST) on April 20, 2010.

The Debtor relates that the stipulation entered with Center Bank,
General Electric Capital Corporation and Colonial Pacific Leasing
Corporation, Bank of America, N.A., and Banc of America Leasing &
Capital LLC, and the Official Committee of Unsecured Creditors,
will:

   -- give additional time for the Debtor, Center Bank and the
      Committee to conduct discovery; and

   -- allow time for discussions that will resolve concerns
      without the need for the examiner motion.

Huntington Park, California-based Central Metal, Inc., is a fully
integrated scrap metal processing company that purchases,
processes and sells ferrous and non-ferrous metals domestically
and internationally.  The Company is one of the largest processing
companies on the West Coast, has one of the largest land sites and
processing capacities, and is fully diversified in its business
portfolio that entails dynamic trading relationships with renowned
metal manufacturers around the world.

The Company filed for Chapter 11 bankruptcy protection on
January 8, 2010 (Bankr. C.D. Calif. Case No. 10-10642).  Juliet Y.
Oh, Esq., who has an office in Los Angeles, California, assists
the Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


CHEMTURA CORP: $3.7 Mil. in Claims Change Hands in 16 Days
----------------------------------------------------------
For the period from February 16 to March 4, 2010, about 46
entities transferred their claims, totaling more than
$3,667,196, against the Debtors to these entities:

  Transferee                Transferor              Claim Amount
  ----------                ----------              ------------
  Blue Heron Micro          RJ Process Equipment           $240
  Opportunities Fund LLP    Co.

                            Coin Op Specialists,            206
                            Inc.

                            State Electric Supply           163
                            Company

                            Retail Marketing                928
                            Solutions, Inc.

                            Robert Kass                     500

                            Stover Auto Supply              227

                            Civil Construction              358
                            Contractors LLC

                            Scientific Testing              500
                            Laboratory, Inc.

                            Covenant Logistics              350

                            Florida Cattlemens              245
                            Institute and Allied
                            Trade Show

                            Marilyn Fulton                  485

                            Sunshine Pools Bye              170

  Longacre Opportunity      Baker & Daniels LLP          22,477
  Fund L.P.                                               4,417

                            Andrew Management            10,950
                            Group, Inc.                  44,533
                                                         23,581

                            Crawler Supply Company,      36,904
                            Inc.

                            JM Bozeman Enterprises,      13,041
                            Inc.                         13,041
                                                         13,041

                            Dedicated Transport LLC      12,000
                                                         10,741

                            Plastican, Inc.             509,249
                                                        324,744

                            Centro, Inc.                 70,564
                                                          2,890
                                                         81,415

                            International Waxes,         46,659
                            Inc.

                            Morgantown Utility           20,716
                            Board

                            Stolthaven New Orleans       60,232
                            LLC                          35,434

                            Stolthaven Houston, Inc.     64,701

                            Stolt Tank Containers BV     26,572

                            Stolt Nielsen USA, Inc.      21,490

                            Carbone of America Corp.    120,932

                            Integrative Logic            71,752
                                                         64,036

                            KLW Plastics, Inc.           31,562
                                                         31,562
                                                         41,442

                            Panther II                   21,807

  Corre Opportunities Fund  Mangum Contracting, Inc.     21,777
  L.P.

                            Mussop, Inc.                 77,367

                            Slingshot Product             3,316
                            Development

                            Ziegler Tools, Inc.          26,063

                            Brockerhoff                  38,013
                            Environmental Services
                            LLC

                            Screw Conveyor Corp.          1,405

                            Pylam Products Co., Inc.      1,513

                            Process & Power, Inc.         6,066

                            Paragon Brokers              12,181

                            Joe F. Ballin                 1,050

                            Cocochem USA                132,854

                            Corrpro Companies             1,070

                            Process & Power, Inc.         6,066

                            Georgia Natural Gas          72,942
                            Services

                            AG Processing, Inc.         511,132

                            Schuetz Container Sys        58,526
                            (Shanghai)                   73,482

                            Cardinal Container           40,535
                            Services

                            TDC LLC                     273,424
                                                          4,392

  Claims Recovery Group     Sidley Austin LLP             3,690
  LLC

                            C And C Boiler Sales          4,575
                            And Service In

  Hain Capital Holdings,    Calabrian Corporation        19,261
  Ltd.
                            Securitas Security           96,927
                            Services USA, Inc.

                            Rexam Closures and          143,813
                            Containers, Inc.             14,703

  United States Debt        Celadon Logistics           112,225
  Recovery III LP           Services, Inc.

  Liquidity Solutions,      All Chemical Trans           51,971
  Inc.

                     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: Expands Antioxidants & UV Stabilizers Business
-------------------------------------------------------------
Chemtura Corporation, debtor-in-possession, announced that it has
entered into a number of new agreements through its worldwide
subsidiaries to increase its capacity of antioxidants and UV
stabilizers in order to position itself for worldwide growth and
to more effectively serve its global customers.  The actions
support Chemtura's overall objective of utilizing its proprietary
technology to expand its presence in the growing global markets.
These actions build upon the earlier announcements of Chemtura's
geographical expansion in the Middle East.

"Our customers' response to our new global growth strategy for
antioxidants and UV stabilizers has been extremely positive.
Today's leading polymer producers require their suppliers to
supply product globally and be committed to innovation," said
Peter Smith, head of Chemtura's Global Antioxidant and UV
Stabilizer Group.

"With our expansion plans, we intend to be the most innovative and
global supplier focused on meeting the local requirements of our
customers," Smith said.  "To support global growth, Chemtura will
continue to supply antioxidants through a combination of
technology licensing, global sourcing agreements, and our own
global manufacturing network in the Middle East, Asia, North
America, South America and Europe.  Today we have a substantial
global capacity for antioxidants with the broadest range of
chemistry, making us a clear industry-leading producer."

As part of this growth initiative, Chemtura plans to build on its
existing alkylated phenol capacity, the key raw material in the
manufacture of antioxidants, with the addition of new capacity and
a new range of specialty alkylated phenols to be produced at its
Catenoy site in France.  The alkylated phenols are used as
intermediates in a number of Chemtura products and also are sold
in the outside marketplace.

Chemtura plans to produce its new Weston(R) 705 product at
multiple sites around the world. In the first commercial
development phase, total annual capacity will adequately supply
the needs of the marketplace. This brand new family of phosphite
antioxidants offers significant benefits over the older powder
Alkanox(R) 240 type material, especially in terms of end-user
performance and overall cost.

Complimenting the new liquid antioxidants and to support its
growth in "Powder-Free Solutions" using its proprietary NDB(R)
technology, Chemtura has entered into a definitive agreement to
cooperate with Everspring Corporation of Taiwan to develop and
manufacture a range of phenolic antioxidants, including Anox
20(R) and Anox(R) PP18.  "We selected Everspring as our partner
of choice based on their proven commitment to the quality of
product which fully met our specifications," said Smith.

Chemtura is expanding its own capacity of Alkanox(R) 240 phosphite
antioxidants with additional capacity in Asia and the Middle East.

"These strategic changes underscore our commitment to our global
Antioxidant and UV stabilizer business," said Chemtura Chairman,
President and CEO Craig Rogerson.  "These actions will support
growth and allow us to take advantage of global expansion
opportunities, especially in the Middle East and throughout Asia.
We intend to make further moves to expand our global capability
to serve our customers as effectively as possible."

Chemtura's antioxidants and UV stabilizers, which are sold under
the Chemtura trade namesAnox(R) Antioxidants, Alkanox(R)
Antioxidants, Weston(R) Antioxidants, Ultranox(R) Antioxidants,
Naugard(R) Antioxidants, Lowilite(R) Hindered Amine Light
Stabilizers, and Lowilite(R) Ultraviolet Light Absorbers, are
widely used in the manufacture of plastics to increase end-
product strength and durability.

                        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: Sues AIG Parties for Coverage on Diacetyl Claims
---------------------------------------------------------------
Chemtura Corporation and Chemtura Canada Co./Cie. filed a
complaint against AIU Insurance Company, American Home Assurance
Company, American International Specialty Lines Insurance Co.
n/k/a Chartis Specialty Insurance Company, Granite State
Insurance Company, Illinois National Insurance Company, Lexington
Insurance Company, and National Union Fire Insurance Company of
Pittsburgh, Pennsylvania.

The Debtors believe that American International Group is the
ultimate parent corporation for each of the Defendants.

James G. McCarney, Esq., at Howrey LLP, in New York, adds that
another AIG corporate entity, AIG Domestic Claims, Inc., n/k/a
Chartis Claims, Inc., handled all of the Diacetyl Claims on
behalf of the Defendants.  Thus, the Debtors have dealt with
AIGDC, in their attempt to obtain coverage for the Diacetyl
Claims under the AIG Policies.

Under the Complaint, the Debtors seek a declaration that the AIG
Defendants are obligated under insurance policies they sold to
the Debtors to:

  (a) defend fully or pay in full the costs of defending against
      claims that have been filed against the Debtors alleging
      injuries caused by exposure to diacetyl manufactured and
      sold by the Debtors; and

  (b) indemnify in full any liability that the Debtors have
      incurred, or may incur, with respect to the Diacetyl
      Claims, including any and all sums paid in connection with
      a judgment or settlement.

The AIG Defendants sold occurrence-based policies to the Debtors
from 1982 to 1986 and 1996 to 2001.

The Debtors also seek damages resulting from National Union's
breach of its contractual obligations to:

  -- defend the Debtors fully or to pay in full the costs of
     defending the Debtors against the Diacetyl Claims; and

  -- indemnify the Debtors for certain liabilities they incurred
     in settlement of certain Diacetyl Claims.

The Debtors seek money damages and other relief from National
Union because it unreasonably, consciously, and deliberately
breached its duty to honor its coverage obligations with respect
to the Diacetyl Claims, Mr. McCarney says.

Despite agreeing to defend the Debtors, National Union was
consistently and significantly delinquent in satisfying its
defense obligations for the Diacetyl Claims, Mr. McCarney points
out.  Specifically, he discloses that National Union:

  -- failed to reimburse Chemtura for approximately $600,000 in
     defense costs that the Debtors incurred in defending
     Diacetyl Claims prior to September 30, 2008;

  -- has not paid approximately $2,100,000 in defense costs for
     the Diacetyl Claims incurred during the period from
     October 1, 2008 to September 30, 2009; and

  -- has not paid any defense costs for the Diacetyl Claims
     incurred after September 30, 2009.

Despite the fact that National Union acknowledged its duty to
defend the Debtors, National Union has not acknowledged its duty
to defend Chemtura Canada for the Diacetyl Claims under the 1999-
2000 National Union Policy, Mr. McCarney contends.  He adds that
the AIG Defendants have also denied that any of the AIG Policies,
including the 1999-2000 National Union Policy, have an indemnity
obligation with respect to the Diacetyl Claims.

                     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)


CIRTRAN CORPORATION: Shaher Hawatmeh Steps Down as COO
------------------------------------------------------
CirTran Corporation said Shaher Hawatmeh resigned as the chief
operating officer effective March 5, 2010.  The Company has not
yet hired a new COO.

A full-text copy of the Company's separation agreement with Mr.
Hawatmeh is available for free at
http://ResearchArchives.com/t/s?590f

                           About CirTran

Headquartered in Salt Lake City, Utah, CirTran Corporation (OTC
BB: CIRC) -- http://www.CirTran.com/-- is an international, full-
service contract manufacturer.  CirTran's operations include:
CirTran-Asia, a subsidiary with principal offices in ShenZhen,
China, which manufactures high-volume electronics, fitness
equipment, and household products for the multi-billion-dollar
direct response industry; CirTran Online, which offers products
directly to consumers through major retail web sites, and CirTran
Beverage, which has partnered with Play Beverages LLC to introduce
the Playboy Energy Drink(TM).

                           *     *     *

At September 30, 2009, the Company had $14,529,397 in total assets
against $17,292,640 in total liabilities.  The September 30
balance sheets showed strained liquidity: The Company had
$9,219,607 in total current assets against $15,471,185 in total
current liabilities.  At September 30, 2009, the Company had
accumulated deficit of $35,917,265 and stockholders' deficit of
$2,763,243.


CIRTRAN CORP: Completes Rights and Responsibilities Transfer
------------------------------------------------------------
CirTran Corporation has successfully transferred its rights and
responsibilities to CirTran's open and active purchase orders
relating to its legacy electronics contract manufacturing business
to new owners who will lease equipment and space, allowing a
slimmed-down CirTran to focus on areas of growth and
profitability.

Iehab J. Hawatmeh, CirTran's president and CEO, said the company
will concentrate its "energy, resources and efforts on areas of
major growth and maximum profit potential. The `new CirTran'," he
said, "will benefit from having shed the burden of financing and
housing our contract manufacturing business in the U.S. while we
look to grow elsewhere."

Mr. Hawatmeh said that CirTran,transferred its rights and
responsibilities to the open and active purchase orders relating
to its legacy contract manufacturing business to Katana
Electronics, LLC, a Utah limited liability company.  Katana is
headed by Shaher Hawatmeh, the previous COO of CirTran from 1995
until forming the new company.

CirTran's Hawatmeh said Katana has leased some 19,000-square feet
of manufacturing space as well as electronic equipment. In
addition, he said Katana is retaining CirTran employees who worked
in the contract manufacturing area, calling it "a seamless
transition for one and all."

"With this strategic move, CirTran will reduce costs dramatically
while generating revenue as a landlord and by leasing equipment,"
Mr. Hawatmeh said.  "Along with an immediate expected positive
impact on our bottom line, the new CirTran will be better able to
focus on areas where we are and can be most successful."

                  Growing What is Already Growing

CirTran, Mr. Hawatmeh said, will channel its energies "on growing
what is already growing," citing in particular the company's
Playboy Energy Drink product line, consumer products manufactured
by CirTran-Asia, and its efforts to develop and expand its mass
merchant retail channels in the U.S.

Playboy Energy Drink is manufactured and distributed by CirTran
Beverage Corp. on behalf of Play Beverages, LLC, a licensee of
Playboy Enterprises International, Inc., in conjunction with
CirTran Beverage Corporation, a wholly owned subsidiary of
CirTran.  Launched through test marketing campaigns in late 2007,
Playboy Energy Drink is available in 8.4- and 16-ounce sizes in
both regular and sugar free, and is available at bars, restaurants
and retail stores in the U.S. as well as in 11 countries in Europe
and the Middle East.

In addition to expanding beverage sales, CirTran will focus on
gaining contract to manufacture high-volume electronics, fitness
equipment and household products for the multi-billion dollar
sold-on-TV/direct response and online markets.  Mr. Hawatmeh said
that the company will also "work to leverage its relationships
with major international retailers to bring a mix of CirTran
products to shelves in the U.S. and around the world."

                           About CirTran

Headquartered in Salt Lake City, Utah, CirTran Corporation (OTC
BB: CIRC) -- http://www.CirTran.com/-- is an international, full-
service contract manufacturer.  CirTran's operations include:
CirTran-Asia, a subsidiary with principal offices in ShenZhen,
China, which manufactures high-volume electronics, fitness
equipment, and household products for the multi-billion-dollar
direct response industry; CirTran Online, which offers products
directly to consumers through major retail web sites, and CirTran
Beverage, which has partnered with Play Beverages LLC to introduce
the Playboy Energy Drink(TM).

                           *     *     *

At September 30, 2009, the Company had $14,529,397 in total assets
against $17,292,640 in total liabilities.  The September 30
balance sheets showed strained liquidity: The Company had
$9,219,607 in total current assets against $15,471,185 in total
current liabilities.  At September 30, 2009, the Company had
accumulated deficit of $35,917,265 and stockholders' deficit of
$2,763,243.


CIT GROUP: Post-Bankruptcy Net Worth Rose to $41.99 a Share
-----------------------------------------------------------
CIT Group Inc., in its first formal update of its net worth since
last year's bankruptcy, said book value increased 5% to $41.99 a
share.  Total ending equity to total ending assets was at 14.0% as
of Dec. 31, 2009, compared to 10.1% at the end of 2008.

CIT Group and its units reported $60.03 billion in total assets
and $51.63 billion in total debts as of Dec. 31, 2009.

The Company recorded a net loss of $3.8 million for the year ended
Dec. 31, 2009, compared with a net loss of $2.86 billion for 2008.
Loss from continuing operations before reorganization items, fresh
start accounting adjustments and income taxes was at $4.1 billion
in 2009, compared with $1.08 billion in 2008.

CIT Group emerged from bankruptcy on Dec. 10, 2009.  "The
restructuring strengthened our liquidity and capital. Debt levels
were reduced by approximately $10.4 billion, and principal
repayments on $23.2 billion of new second lien notes do not start
until 2013, relieving near-term funding stress," the Company said
in its annual report on Form 10-K.

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

                http://researcharchives.com/t/s?5980

                          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.


CITADEL BROADCASTING: Wins Approval of Plan Outline
---------------------------------------------------
Citadel Broadcasting Corporation and its debtor-affiliates
received approval of the disclosure statement explaining their
modified Chapter 11 plan of reorganization.

With the approval of the plan outline, the Debtors will begin
soliciting votes on the Plan.  Voting deadline would be on May 3.

The Debtors will present their plan for confirmation on May 12.
Objections to confirmation are due May 3.

Citadel has modified its Chapter 11 plan to incorporate a global
settlement with JP Morgan Chase, as agent to prepetition lenders
owed $2.14 billion and the Official Committee of Unsecured
Creditors.  As a result, each of the Debtors' major creditor
constituencies is supportive of the Plan and the Debtors'
expeditious emergence from chapter 11.

As stated in the Original Plan, holders of equity interests won't
recover anything.  Holders of administrative claims will be fully
paid.

According to the Modified Disclosure Statement, the Debtors'
secured lenders, whose claims total $2.14 billion will receive on
account of the secured portion of their claims a Pro Rata
share of (i) a new term loan in the principal amount of $762.5
million, with a 5-year term and an interest rate of LIBOR + 800
(and a LIBOR floor of 3%) ; (ii) 90% of the new common stock of
Reorganized Citadel, subject to dilution for distributions of New
Common Stock under Reorganized Citadel's Equity Incentive
Program.; and (iii) Cash.

Holders of General Unsecured Claims, which the Debtors estimate to
be approximately $343.5 million in the aggregate, including the
Senior Credit Deficiency Claim in the stipulated amount of $267.2
million,4 will receive (i) a pro rata share of 10% of the New
Common Stock and a Pro Rata share of $36 million in Cash.

According to the Modified Disclosure Statement, holders of secured
senior claims will recover 82% of their claims and holders of
general unsecured claims will recover 36%.

For purposes of allocating distributions between Holders of Senior
Claims and Holders of General Unsecured Claims under the Plan, the
value of the secured portion of the Senior Claims has been
stipulated at an amount that is the difference between the total
Senior Claims and the Senior Credit Deficiency Claim, or
approximately $1.8772 billion.  The total recovery for Holders of
Senior Claims (which aggregate $2,144,387,154), including
recoveries on account of the Senior Credit Deficiency Claim
included in Class 4, is approximately 76%.

A copy of the Modified Plan is available for free at:

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

A copy of the Modified Disclosure Statement is available for free
at:

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

                         Objections

Virtus Capital LLC and Kenneth S. Grossman Pension Plan objected
to the Disclosure Statement, citing that the document contains
outdated, inaccurate and misleading information designed to
promote acceptance of the Plan.  Specifically, Mr. Richards points
out that the Plan severely and misleadingly undervalues the
Debtors and their assets and prospects, and significantly short-
changes the Debtors' creditors and equity holders in favor of the
Debtors' bank lenders and senior management.

Pima County., a secured creditor with claims for unpaid personal
property and real property taxes, objected to the terms of the
Plan.  Pima complained that the Plan appears to classify Pima
County's 2010 tax claims as an administrative claim, which
violates Section 1129(a)(1) of the Bankruptcy Code. Pima County
subsequently withdrew its Objection.

                    About Citadel Broadcasting

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

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

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


CITADEL BROADCASTING: Court Sets April 21 Claims Bar Date
---------------------------------------------------------
Bankruptcy Judge Burton Lifland set April 21, 2010, at 5:00 p.m.
(Eastern) as the deadline for creditors to file proofs of pre-
bankruptcy claims, including claims arising under Section
503(b)(9) of the Bankruptcy Code, in Citadel Broadcasting Corp.
and its units' Chapter 11 cases.

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

Separately, the Bankruptcy Court extended the time period under
which Citadel Broadcasting and its units may file notices of
removal with respect to civil actions for 90 days, through and
including June 18, 2010, without prejudice to the Debtors' right
to seek further extensions.

                    About Citadel Broadcasting

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

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

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


CITADEL BROADCASTING: Has Final Approval for Cash Collateral Use
----------------------------------------------------------------
On a final basis, the Bankruptcy Court authorized Citadel
Broadcasting Corp. and its units to use their lenders' cash
collateral.

The Debtors are authorized to use the Cash Collateral for working
capital and general corporate purposes and costs and expenses
related to the Chapter 11 Cases.

As adequate protection for, and to the extent of, diminution in
the value of the Lenders' interest in the Prepetition Collateral
during the Chapter 11 Cases, including diminution resulting from
(x) the use of the Cash Collateral; (y) the use, sale or lease of
the Prepetition Collateral; and (z) the imposition of the
automatic stay:

  (a) the Agent and the Lenders are granted valid and perfected,
      security interests in, and liens on all of the right,
      title and interest of the Debtors in, to and under all pre
      sent and after-acquired property of the Debtors of any
      nature whatsoever including, without limitation, all cash
      contained in any account of the Debtors, and the proceeds
      of all causes of action;

  (b) subject to the Carve Out, a claim against the Debtors that
      Constitutes expenses of administration under Sections
      503(b)(1), 507(a) and 507(b) of the Bankruptcy Code with
      priority in payment over any and all administrative
      expenses of the kinds specified or ordered;

  (c) the Debtors will maintain the cash collateral for each
      undrawn Letter of Credit that was authorized under the
      Cash Collateral Interim Order, in an amount equal to 105%
      of the face amount of the Letter of Credit.

In no event will the L/C Cash Collateral be used to pay any
portion of the "Carve Out" or the Cash Collateral or the Carve
Out be used for the payment or reimbursement of any fees,
expenses, costs or disbursements of any of the Professionals
incurred in connection with the assertion or joinder in any
claim, counter-claim, action, proceeding, application, motion,
objection, defense or contested matter, the purpose of which is
to seek any order, judgment, determination, or similar relief (a)
challenging Prepetition Obligations, invalidating, setting aside,
avoiding, or subordinating in whole or in part the Agent's liens
and security interests granted pursuant to the Credit Documents
or the Final Cash Collateral Order, or asserting any other claims
or causes of action against the Agent or the Lenders.

The "Carve Out" is the sum of:

  (A) all fees required to be paid to the Clerk of the
      Bankruptcy Court and to the U.S. Trustee under Section
      1930(a) of title 28 of the United States Code;

  (B) the costs of administrative expenses not to exceed
      $500,000 in the aggregate that are permitted to be
      incurred by any Chapter 7 trustee pursuant to any order of
      the Court following any conversion of any of the Chapter
      11 Cases; and

  (C) at any time after the first Business Day following
      delivery of a written notice delivered by the Agent to the
      Debtors, the U.S. Trustee, counsel for the Debtors and
      counsel for any committee appointed in the Chapter 11
      Cases stating that a Termination Event has occurred and is
      continuing and that the Carve Out Cap is invoked.  The
      notice may only be delivered following the occurrence and
      during the continuance of a Termination Event, to the
      extent allowed at any time, whether before or after
      delivery of a Carve Out Trigger Notice, whether by interim
      order, procedural order or otherwise, all unpaid fees,
      costs and expenses incurred by persons or firms retained
      by the Debtors pursuant to Section 327, 328 or 363 of the
      Bankruptcy Code and any Committee, the payment of all
      Professional Fees incurred by the Professional Persons at
      any time after the first Business Day following delivery
      of a Carve Out Trigger Notice in an aggregate amount not
      exceeding $5,000,000, plus all unpaid Professional Fees
      allowed at any time by the Bankruptcy Court, whether
      before or after delivery of a Carve Out Trigger Notice,
      whether by interim order, procedural order or otherwise,
      that were incurred by the Professional Persons on or prior
      to the first Business Day following the delivery of the
      Carve Out Trigger Notice.

                    About Citadel Broadcasting

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

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

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


CLEAR CHANNEL: Posts $57.8 Million Net Loss for 2009
----------------------------------------------------
Clear Channel Outdoor Holdings Inc. reported results for the
fourth quarter and year ended December 31, 2009.

Clear Channel Outdoor reported revenues of $2.7 billion for 2009,
a decrease of 18%, as compared to 2008.  In 2009, revenues in the
outdoor and overall advertising industries decreased as a result
of the global economic downturn.  During 2009, the Company
undertook a restructuring program to maximize efficiency and
realign expenses with its current and long-term business outlook.

Mark Mays, CEO of Clear Channel Outdoor, commented: "During the
global recession, we have focused on investing in our digital
assets, strengthening our management team and improving the
effectiveness of our sales functions, while aggressively
realigning our cost structure.  These efforts have put us in a
solid position to execute our plan as an economic rebound takes
hold."

Clear Channel Outdoor reported a 3% decrease in revenues with a 6%
decrease in operating expenses for the fourth quarter of 2009 as
compared to the fourth quarter of 2008.  Mark Mays further noted:
"Our fourth quarter results reflect a recovering advertising
climate across many of our markets, as well as the positive impact
of our cost restructuring initiatives.  We achieved a significant
gain in operating profitability during the quarter, capitalizing
on improved revenue trends and a more efficient operating
structure.  As we look to 2010, we remain focused on driving
innovation across our worldwide platform, maximizing our revenues
and fully capitalizing on the operating leverage in our business
model."

Fourth Quarter 2009 Results

The Company reported revenues of $763.1 million in the fourth
quarter of 2009, a 3% decrease from the $785.5 million reported
for the fourth quarter of 2008, and excluding the effects of
movements in foreign exchange rates, the revenue decline would
have been 6%.1

Clear Channel Outdoor's operating expenses decreased 6%, to
$590.9 million for the fourth quarter of 2009 compared to 2008;
the decline in expenses would have been 10% excluding the effects
of movements in foreign exchange rates.  1 Also included in the
Company's direct operating expenses, SG&A expenses and corporate
expenses for the fourth quarter of 2009 are $29.6 million of
restructuring charges and approximately $3.7 million of non-cash
compensation expense.

Clear Channel Outdoor's consolidated net loss was $57.8 million or
$0.18 per diluted share, respectively, during the fourth quarter
of 2009.  This compares to a net loss of $3.0 billion, or $8.53
per diluted share, for the fourth quarter of 2008.

The Company's OIBDAN was $156.1 million for the fourth quarter of
2009, an 11% increase from the fourth quarter of 2008.  The
Company defines OIBDAN, a non-GAAP financial measure, as Operating
income before Depreciation and amortization, Non-cash compensation
expense, Impairment charges and Other operating income (expense) -
- net.

Full Year 2009 Results

For the full year, Clear Channel Outdoor reported revenues of
$2.7 billion, a decrease of 18% when compared to revenues of
$3.3 billion in 2008.  Excluding the effects of movements in
foreign exchange rates, revenue would have declined 14%.1

Clear Channel Outdoor's operating expenses decreased 15% from 2008
to $2.1 billion during 2009.  The decline in expenses would have
been 11% excluding the effects of movements in foreign exchange
rates.1 Also included in the Company's direct operating expenses,
SG&A expenses and corporate expenses for 2009 are $53.2 million of
restructuring charges and approximately $12.1 million of non-cash
compensation expense.

The Company's consolidated net loss and diluted loss per share
were $872.5 million and $2.46, respectively, during 2009, as
compared to net loss and diluted loss per share of $2.9 billion
and $8.03, respectively, during 2008.

Clear Channel Outdoor's OIBDAN was $535.4 million for 2009, a 28%
decrease from 2008.

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?5932

                        About Clear Channel

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment. Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

Clear Channel Communications, Inc.'s balance sheet at March 31,
2009, showed total assets of $22.0 billion and total liabilities
of $25.4 billion, resulting in a members' deficit of $3.3 billion

                           *     *     *

Moody's Investors Service downgraded Clear Channel Worldwide
Holdings, Inc.'s proposed issuance of Senior Unsecured Notes due
2017 to B2 from B1 (rating assigned on December 14, 2009)
following the company's announced plan to significantly upsize the
offering from $750 million to $2.5 billion ($500 million Series A
and $2.0 billion Series B) and to eliminate $2 billion of junior-
ranking intercompany notes that had previously afforded debt
cushion.  Moody's affirmed CCW's B2 Corporate Family Rating and B1
Probability-of-Default Rating as the $500 million absolute
increase in debt outstanding as a result of the modified
transaction is relatively modest in the context of the overall
firm's assets and liabilities.  CCW is a wholly-owned intermediate
holdco subsidiary of Clear Channel Outdoor Holdings, Inc.


COLONIAL BANCGROUP: Given Exclusivity Until June 18
---------------------------------------------------
Bill Rochelle at Bloomberg News reports that Colonial BancGroup
Inc. received from the Bankruptcy Court an extension until June 18
of its exclusive period to propose a Chapter 11 plan.  This is the
second extension granted to Colonial BancGroup.  The case is still
being held up by disputes over the validity of three secured
claims.

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

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


COMMERCIAL VEHICLE: Balance Sheet at Dec.31 Upside-Down by $37.7M
-----------------------------------------------------------------
Commercial Vehicle Group Inc.'s balance sheet for December 31,
2009, showed $250.5 million in total assets and $288.2 million in
total liabilities for a $37.7 million stockholders' deficit.

The Company reported $81.5 million net loss on $458.5 million
revenues for the year ended Dec. 31, 2009, compared with
$206.7 million net loss on $763.4 million revenues for the same
period a year ago.

A full-text copy of the company's Form 10-K report is available
for free at http://ResearchArchives.com/t/s?5954

                  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.


CONGOLEUM CORP: Files Fourth Amended Plan; Plan Outline Approved
----------------------------------------------------------------
American Bankruptcy Institute reports that Congoleum Corp. will be
presenting its plan for confirmation on June 7 after it won
approval of its disclosure statement from U.S. District Judge Joel
A. Pisano.

Meanwhile, BankruptcyData.com reports that Congoleum Corp. filed a
Fourth Amended Joint Plan of Reorganization and related Disclosure
Statement with the U.S. Bankruptcy Court.

According to the Disclosure Statement, "The Plan is a product of
extensive efforts by the Debtors, the Bondholders' Committee, the
Asbestos Claimants' Committee and the Futures Representative to
propose a plan of reorganization for the Company that is fair and
equitable to all parties in interest, that provides for the
issuance of an injunction under section 524(g) of the Bankruptcy
Code that results in the channeling of asbestos related
liabilities of Congoleum to the Plan Trust and that is confirmable
taking into account applicable law, including all rulings of the
Bankruptcy Court and District Court in the Reorganization Cases.
This Plan is based on earlier efforts of the Futures
Representative, the Debtors, the Bondholders' Committee and the
Asbestos Claimants' Committee with respect to the Joint Plan,
Amended Joint Plan, the Second Amended Joint Plan and the Third
Amended Joint Plan. The Plan provides for, among other things,
payment in full of Allowed Administrative Claims, Allowed Priority
Tax Claims, and Allowed Priority Claims, and the establishment of
the Plan Trust to satisfy Plan Trust Asbestos Claims. Lender
Secured Claims and Other Secured Claims are not Impaired or
affected by the Plan. The Plan shall be binding on all parties
holding Claims, whether asserted or not, against the Company."

The essential elements of the reorganization, among other things
include creation of the plan trust, which is intended to be a
"qualified settlement find" within the meaning of Section 1/468B-
1(a) of the Treasury Regulations promulgated under Section 468B of
the IRC, that will assume the liabilities of the Debtors with
respect to all plan trust asbestos claims and will use plan trust
assets and income to pay plan trust asbestos claims as provided in
the Plan and the plan trust documents, issuance by reorganized
Congoleum of the new senior notes and the new common stock
pursuant to the Plan and the merger of the subsidiary Debtors with
and into Congoleum, with reorganized Congoleum as the sole
surviving entity.

                       About Congoleum Corp.

Based in Mercerville, New Jersey, Congoleum Corporation
(PINKSHEETS: CGMCQ) -- http://www.congoleum.com/-- manufactures
and sells resilient sheet and tile floor covering products with a
wide variety of product features, designs and colors.

The Company filed for Chapter 11 protection on December 31, 2003
(Bankr. D. N.J. Case No. 03-51524) as a means to resolve claims
asserted against it related to the use of asbestos in its products
decades ago.  Richard L. Epling, Esq., Robin L. Spear, Esq., and
Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin,
Hollander & DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

Various entities have filed bankruptcy plans for the Debtors.  In
February 2008, the legal representative for future asbestos-
related claimants; the asbestos claimants' committee; the official
Committee of holders of the Company's 8-5/8 % Senior Notes due
August 1, 2008; and Congoleum jointly filed a joint plan of
reorganization.  Various objections to the Joint Plan were filed.
In June 2008, the Bankruptcy Court issued a ruling that the Joint
Plan was not legally confirmable.

In August 2008, the Bondholders' Committee, the ACC, the FCR,
representatives of holders of prepetition settlements and
Congoleum entered into a term sheet describing the proposed
material terms of a new plan of reorganization and a settlement of
avoidance litigation with respect to prepetition claim settlement.
Certain insurers and a large bondholder filed objections to the
Litigation Settlement or reserved their rights to object to
confirmation of the Amended Joint Plan.  The Bankruptcy Court
approved the Litigation Settlement in October 2008.  The Amended
Joint Plan was filed in November 2008.

In January 2009, certain insurers filed a motion for summary
judgment seeking denial of confirmation of the Amended Joint Plan.
On February 26, 2009, the Bankruptcy Court rendered an opinion
denying confirmation of the Amended Joint Plan.  Moreover, the
Bankruptcy Court dismissed Congoleum's bankruptcy case.

On February 27, 2009, Congoleum and the Bondholders' Committee
appealed the Order of Dismissal and the ruling denying plan
confirmation to the U.S. District Court for the District of New
Jersey.  The District Court overturned the dismissal order, and
assumed jurisdiction of the bankruptcy proceedings.


CONSOL ENERGY: Moody's Affirms 'Ba2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 corporate family rating
of CONSOL Energy Inc. and changed the rating outlook to negative
from stable.

The rating action was prompted by the company's announcement that
it has entered into a definitive agreement to acquire the
Appalachian exploration and production business of Dominion
Resources, Inc., for $3.475 billion in cash.  The acquisition
increases CONSOL's total proved gas reserves by more than 50
percent and doubles its potential gas resource base to
approximately 41 trillion cubic feet.  CONSOL will acquire a total
of 1.46 million oil and gas acres from Dominion Resources, Inc.
along with over 9,000 producing wells.  CONSOL expects to raise
approximately $4.0 billion to fund the acquisition and initial
development of the acquired acreage.  Specifically, the company is
targeting $2.0-$2.5 billion in common stock and $1.5-$2.0 billion
in senior unsecured notes.  The transaction is expected to close
by April 30, 2010, subject to regulatory approvals and customary
closing conditions.

The affirmation of the Ba2 corporate family rating reflects
CONSOL's leading position in the Northern Appalachian coal basin,
its vast, high quality coal reserves, the value of its 83.3%
ownership position in CNX Gas and the strong earnings generated in
2009 on a consolidated basis.  The rating also recognizes the
company's low debt level prior to the announcement, and its
portfolio of long-term coal supply agreements, which lessen
revenue and earnings volatility.  Therefore, if the transaction
closes at debt levels within the range of the announced financing,
Moody's expects that the corporate family rating will be
maintained at Ba2.

However, the negative outlook considers the operating risk
associated with the acquired assets, potential integration risk,
and the significant investment required over the intermediate term
to develop the Marcellus shale acreage acquired in the Dominion
transaction.  As a result of the latter, Moody's believes the
company will likely generate negative free cash flow for multiple
years.  Shale gas drilling tends to be capital intensive and
technologically and geologically more complex than CONSOL's
current gas operations.  CONSOL has limited experience with
horizontal drilling and hydraulic fracturing, which may challenge
future development and growth.  Hence, the acquisition represents
a strategic shift for the company, alters its risk profile, and
led to the negative outlook.  The ratings could come under
pressure if the company experiences a sustained period of lower
coal or gas prices and/or higher operating costs during periods of
high capital spending or if there is a significant production
shortfall from targeted levels.  The ratings also could be lowered
if the debt used to fund the acquisition falls outside the $1.5-
$2.0 billion range.

Affirmations:

Issuer: CONSOL Energy, Inc.

  -- Corporate Family Rating, Ba2

Outlook Actions:

Issuer: CONSOL Energy, Inc.

  -- Outlook, Changed To Negative From Stable

Moody's last rating action on CONSOL was in September 2006, when
the senior secured notes were upgraded to Ba1 from Ba2.

CONSOL Energy Inc. is the largest underground coal producer and
the second largest coal company (in terms of annual revenues) in
the United States.  The company produced approximately 59 million
tons of coal and 94 Bcf of gas and generated $4.6 billion in
revenues in 2009.


CONSOL ENERGY: S&P Puts 'BB+' Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'BB+' corporate credit rating, on
Canonsburg, Pa.-based coal and natural gas producer Consol Energy
Inc. on CreditWatch with negative implications.

The CreditWatch listing follows Consol's announcement that it will
acquire the natural gas assets of Dominion Resources for
approximately $3.5 billion.

"The acquisition significantly increases the company's natural gas
operations and makes it one of the largest natural gas producers
in Appalachia and one of the largest holders of Marcellus Shale
acreage," said Standard & Poor's credit analyst Marie Shmaruk.

"Although this transaction is consistent with the company's
strategy to provide operating diversity to its traditional coal
operations by expanding into natural gas production, most recently
into the Marcellus shale, S&P is concerned that integrating an
acquisition of this size and exploiting the reserve base could
prove challenging and expensive," Ms. Shmaruk said.

The assets being acquired consist of 1.5 million oil and gas acres
and nearly 500,000 acres of Marcellus Shale acreage, which include
1 Tcfe (trillion cubic feet equivalent) of proved reserves and a
resource base exceeding 10 billion Tcfe.  Current production from
the acquired assets consists of 41 Bcfe (billion cubic feet
equivalent) of annual production from 9,000 producing wells.
Combined with Consol's current gas operations, the company will
have nearly 3 Tcfe of proved reserves and about 140 Bcfe of annual
production.

Consol is also the largest coal producer in northern Appalachia
and has operations in central Appalachia, including a mine
producing high-margin metallurgical coal.  It has 4.5 billion tons
of coal reserves and had annual production of about 59 million
tons of coal in 2009.

Standard & Poor's will monitor the progress toward closing the
transaction and evaluate the company's financing and capital
spending plans.  S&P will also assess the business and financial
risks to the company stemming from the transaction.

S&P could affirm the rating if S&P believes that the businesses
will generate sufficient cash flows to fund the company's growth
plans and support additional debt level.  S&P could lower the
rating, likely limited to one notch based on current information,
if S&P's assessment leads S&P to conclude that higher debt levels
and high spending needs are likely to result in a credit profile
more consistent with a lower rating.


CRESCENT RESOURCES: Amends Chapter 11 Plan
------------------------------------------
Crescent Resources LLC has amended its proposed reorganization
plan.

Crescent Resources filed the Plan on March 11, a day prior to the
hearing on the disclosure statement.  No order on the Disclosure
Statement has been entered in the Court's docket as of March 16.

Crescent stated the Official Committee of Unsecured Creditors is
not supporting the proposed reorganization plan.  Nonetheless,
Crescent said it is "optimistic" differences can be resolved
before the March 12 hearing for approval of the disclosure
statement explaining the Chapter 11 plan.

The Amended Plan did not state whether a settlement with the
Committee has been reached.

Significant terms of the Amended Plan include:

   -- Holders of prepetition secured debt will receive a
      combination of reinstated debt and 100% of the equity of the
      reorganized company.  Holders of the prepetition lenders
      claims aggregating $1.55 billion will recover 38% of their
      claims.

   -- General unsecured creditors owed a total of $305.4 million
      will receive an interest in a litigation trust to be formed
      as part of the Plan.

   -- Various project level lenders will have their existing debt
      reinstated.

Lazard estimates the Reorganized Debtors' enterprise value to
range from approximately $588 million to approximately $665
million, with a midpoint of roughly $626 million.  The
Reorganization Value was based on the estimated enterprise value
of the operations and assets of the Reorganized Debtors through
the application of, among other analyses, a discounted cash flow
valuation methodology of the Debtors' operations using a range of
discount rates from 15% to 20%, which imputed a present value of
free cash flows of those operations over the life of the business.

Black-lined versions of the Amended Plan and Disclosure Statement
are available for free at:

  http://bankrupt.com/misc/Crescent_AmendedDS.pdf
  http://bankrupt.com/misc/Crescent_AmendedPlan.pdf

                     About Crescent Resources

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a land management and real estate development company with
interests in 10 states in the southeastern and southwestern United
States.  Based in Charlotte, North Carolina, Crescent Resources is
a joint venture between Duke Energy and the Morgan Stanley Real
Estate Funds.  Established in 1969, Crescent creates mixed-use
developments, award-winning country club communities, single-
family neighborhoods, apartment and condominium communities, Class
A office space, business and industrial parks and shopping
centers.

Crescent Resources and 120 affiliates filed separate chapter 11
petitions on June 10, 2009 (Bankr. W.D. Tex. Lead Case No. 09-
11507).  The Hon. Craig A. Gargotta presides over the case.
Attorneys at Weil Gotshal Manges LLP represent the Debtors in
their Chapter 11 cases.  Eric J. Taube, Esq., at Hohmann, Taube &
Summers, L.L.P., serves as the Debtors' co-counsel.  Garden City
Group serves as claims and notice agent.  The Debtors disclosed
more than $1 billion each in assets and debts when they filed for
bankruptcy.


DELTA PETROLEUM: KPMG LLP Raises Going Concern Doubt
----------------------------------------------------
KPMG LLP of Denver, Colorado, expressed substantial doubt against
Delta Petroleum Corporation's ability as a going concern, noting
that due to continued losses, the Company is evaluating strategic
alternatives including, but not limited to the sale of some or all
of its assets.  The firm said there can be no assurances that
actions undertaken will be sufficient to repay obligations under
the credit facility when due.

The company's balance sheet for December 31, 2009, showed
$1.4 billion total assets, $272.2 million total currant
liabilities, and $488.1 million total long-term liabilities, for a
$697.1 million stockholders' equity.

The Company reported a net loss of $349.6 million on
$182.4 million of total revenue for the year ended December 31,
2009, compared with a net loss of $456.0 million on $271.1 million
of total revenue in 2008.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?58cc

                      About Delta Petroleum

Delta Petroleum Corporation (NASDAQ Global Market: DPTR)
-- http://www.deltapetro.com/-- is an oil and gas exploration and
development company based in Denver, Colorado.  The Company's core
areas of operations are the Rocky Mountain and Gulf Coast Regions,
which comprise the majority of its proved reserves, production and
long-term growth prospects.


DENNY'S CORP: Balance Sheet at Dec. 31 Upside-Down by $127 Mil.
---------------------------------------------------------------
Denny's Corporation filed its Form 10-K for the fiscal year
December 30, 2009.  The Company reported total assets of
$312.627 million against $440.125 million in total liabilities,
resulting in $127.498 million shareholders' deficit, as of
Dec. 30.

The December 30 balance sheet showed strained liquidity: The
Company had total current assets of $58.345 million against
$92.108 million in total current liabilities.

The Company reported a net income of $41.5 million on
$608.1 million of total operating revenue for the fiscal year
ended December 30, 2009, compared with $12.7 million net income on
$760.2 million total operating revenue in fiscal 2008.

A full-text copy of the Form 10-K report is available for free at
http://ResearchArchives.com/t/s?5953

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- is one of America's largest
full-service family restaurant chains, consisting of 1,289
franchised and licensed units and 256 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.


DENTON LONE OAK: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Denton Lone Oak Holdings, L.P.
        1434 Centre PLace Drive
        Denton, TX 76205

Bankruptcy Case No.: 10-40836

Chapter 11 Petition Date: March 15, 2010

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Russell W. Mills, Esq.
                  Hiersche Hayward et al
                  15303 Dallas Parkway, Suite 700
                  Addison, TX 75001
                  Tel: (972) 701-7085
                  Email: rmills@hhdulaw.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Gaylord Hall.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Acxential Business                                $3,124
Solutions, Inc.

American Hotel                                    $5,744
Register Company

Ben E. Keith                                      $2,774

Charter Communications                            $2,565

City of Denton             2009 Taxes             $11,405
Tax Office

City of Denton                                    $8,471
Tax Office

Denton Lawn                                       $2,612
Sprinkler, Inc.

Ecolab                                            $2,183

Edward Don &                                      $2,030
Company

Hagar Restaurant                                  $3,915
Services Inc.

Intercontinental                                  $61,193
Hotels Corp.

Micros                                            $5,891

Midland Loan                                      $106,086
Services, Inc.

Riney Palter, PLLC                                $19,720

Staples Business                                  $4,102

Star Media Group                                  $5,060

Sterling National                                 $2,127
Bank Lease Dept.

Thomas O. Bailey                                  $44,450
& Associates

US Foodservice                                    $8,073

Verizon Southwest                                 $25,985


DIGICEL GROUP: Moody's Assigns 'Caa1' Rating on $775 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a Caa1 rating to the
$775 million (face amount) of senior unsecured notes to be issued
by Digicel Group Limited.  The proceeds from the new debt offering
will be used to fund the purchase of Digicel Pacific Limited which
will become a wholly-owned restricted subsidiary of the Company.
As DPL is substantially owned by DGL's main shareholder, Denis
O'Brien, Moody's views the DPL equity purchase as an effective
stock buyback.

In addition, Moody's affirmed Digicel's corporate family rating
and probability of default rating, both at B2, and maintained the
stable rating outlook.  In conjunction with the ratings action,
Moody's affirmed the ratings on the existing DGL debt and on the
existing debt at Digicel Limited, a wholly-owned subsidiary of the
Company.  The Company also has a $1,036 million senior secured
credit facility at its Digicel International Finance Ltd.
subsidiary, which Moody's does not rate.

Ratings Actions

Digicel Group Limited

* $775 million Senior Unsecured Notes -- Assigned Caa1 (LGD5 -
  80%)

* Outlook is Stable

Digicel's B2 corporate family rating is supported by its leading
position as the largest wireless telecommunications carrier in the
Caribbean, as well as its successful track record at gaining
significant market share and producing solid operating results
relatively quickly after new markets are launched.  The company's
growing penetration in markets outside of its long-standing
Jamaica base has resulted in quick deleveraging from roughly 10.0x
levels following the recapitalization of the company's balance
sheet in early 2007.  "However, Digicel's ongoing expansion into
new markets outside its Caribbean core, on top of continued cash
consumption to support service enhancement in its territories as
competition increases, weighs down the rating," according to
Gerald Granovsky, Moody's Vice President and Senior Credit
Officer.  Proforma for the new note issuance, Digicel's adjusted
Debt/EBITDA leverage will exceed 5.0x (Moody's adjusted, mainly
for capitalized operating leases).  The rating is also tempered by
the slowing global economy and Digicel's increasing exposure to
higher risk and more competitive markets, such as Central America
for its cash flow growth.  The company's very good liquidity
supports the rating.

The Company is following a funding pattern in the Pacific
acquisition that is similar to the development of its Caribbean
and Central American markets, which were project financed
separately from the restricted assets that support the debt at DGL
and DL.  When the new markets started contributing positive EBITDA
levels, Digicel brought them into the restricted group.  In
addition, given the ongoing cross-ownership between Digicel and
the Central American and Pacific entities, and based on past
history of debt funded shareholder returns, Moody's believes that
total debt in the restricted group could be elevated over the
rating horizon by more equity purchases of the sister entities, or
eventual inclusion of about $400 million of unconsolidated net
debt at the Central American entities.

Moody's most recent rating action for Digicel was on November 23,
2009.  At that time Moody's assigned a B1 rating to DL's new note
issuance.

Incorporated in Hamilton, Bermuda, Digicel is the largest provider
of wireless telecommunication services in the Caribbean.


DUBOIS & SON: Files for Chapter 7 Bankruptcy in Florida
-------------------------------------------------------
The Associated Press reports that DuBois & Son LLC, a family run
enterprise that operates a farmland, has filed for Chapter 7 in
the U.S. Bankruptcy Court for the Southern District of Florida,
listing $627,616 in assets and $27.3 million in liabilities.  The
Company said it will not continue to farm.


DUNN PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Dunn Properties, LLC
        14503 Garfield Ave.
        Paramount, CA 90723

Bankruptcy Case No.: 10-19564

Chapter 11 Petition Date: March 15, 2010

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: Jerry A. Chad, Esq.
                  Law Offices of Jerry A Chad
                  POB 358
                  Topanga, CA 90290
                  Tel: (310) 739-4616
                  Fax: (310) 455-3079
                  Email: jerrychadjd@aol.com

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

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

According to the schedules, the Company has assets of $1,847,539,
and total debts of $1,696,165.

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

             http://bankrupt.com/misc/cacb10-19564.pdf

The petition was signed by James Dunn, president of the Company.


EMISPHERE TECH: Board Grants 300,000 Stock to Michael Novinski
--------------------------------------------------------------
Board of Directors of Emisphere Technologies Inc. granted 300,000
options to purchase common stock, par value $0.01 per share, to
Michael Novinski, as a special bonus in connection with
Mr. Novinski's performance as President and Chief Executive
Officer of the Company during fiscal year 2009.

The Option Grant was made under the Company's 2007 Stock Award and
Incentive Plan.  The options subject to the Option Grant have an
exercise price equal to the closing price for the Company's common
stock as listed on the Over the Counter Bulletin Board on
March 10, 2010, and vest in equal installments of 100,000 options
on the date of grant, on December 31, 2010 and on December 31,
2011.

Also on March 10, 2010, the Board awarded a special cash bonus of
$150,000 to Mr. Novinski, pursuant to the terms of Mr. Novinski's
employment agreement, in connection with Mr. Novinski's
performance as President and Chief Executive Officer of the
Company during fiscal year 2009.  In light of the Company's
current liquidity constraints, the Board, with the consent of Mr.
Novinski, agreed to defer the payment of the Bonus until a later
date.

              Bankruptcy Warning/Going Concern

At September 30, 2009, the Company's consolidated balance sheets
showed $9.2 million in total assets and $49.7 million in total
liabilities, resulting in a $40.5 million shareholders' deficit.
At September 30, 2009, Emisphere reported cash and restricted cash
of $7.2 million, compared to $1.5 million at June 30, 2009.

In December, Emisphere said Novartis Pharma AG has agreed to
extend the maturity date of Emisphere's Convertible Promissory
Note to February 26, 2010.  The $10 million original principal
amount Note, plus interest accrued to date, was originally issued
to Novartis on December 1, 2004, in connection with the Research
Collaboration and Option License Agreement between the parties of
that date and was originally due on December 1, 2009.

In its quarterly report for the period ended September 30, 2009,
the Company disclosed approximately $12.5 million was due as
payment of the Novartis Note on December 1, 2009.

The Company had said assuming it would be able to satisfy its
obligation under the Novartis Note by some means other than the
use of its existing capital resources, it anticipates its existing
cash resources would enable it to continue operations only through
approximately February 2010.  The Company had warned it could be
forced into bankruptcy had it been declared in default under the
Novartis Note.

Further, the Company has significant future commitments and
obligations.  The Company said these conditions raise substantial
doubt about its ability to continue as a going concern.
Consequently, the audit opinion issued by the Company's
independent registered public accounting firm relating to the
Company's financial statements for the year ended December 31,
2008, contained a going concern explanatory paragraph.

                About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.


ENRON CORP: 15 Former Employees Object to Final Distribution
------------------------------------------------------------
The Official Employment-Related Issues Committee of Enron Corp.,
et al., and Ian Gazes, as Severance Settlement Fund Litigation
Trustee, seek approval from Judge Arthur J. Gonzalez of the U.S.
Bankruptcy Court for the Southern District of New York of:

  (a) the final distribution of severance settlement trust
      litigation proceeds to settling former employees;

  (b) the procedures for notifying Claimants of their right to
      object to a determination of entitlement or calculation of
      the distribution; and

  (c) the scheduling of a hearing to resolve Claimants'
      objections, if any, to the determination of the
      entitlement or calculation of Distribution.

Fifteen former Enron Corp. employees object to the request of
Enron Corp. Official Employment-Related Issues Committee and Ian
Gazes, as the Severance Settlement Fund Litigation Trustee, for
the Court to approve the final distribution of severance
settlement.

The Employee Committee sent notices to the former employees that
they are ineligible to participate in the Severance Settlement.
The former employees assert otherwise.

The objecting former employees are:

  * Larry A. Soderquist,
  * John Krawczyk,
  * Mario Gabrielli,
  * William F. McCartney,
  * Patrick R. Ressegue,
  * Robert Haitmanek,
  * Michael Tometich,
  * John Allario,
  * Donald A. Dube,
  * Thomas W. Humphrey,
  * Thomas Vrazel,
  * Raquel Buentello,
  * Jebong Lee,
  * Raymond J. Victor, and
  * Charles Kevin Garland.

Mr. Tometich objects to the service start date computation with
respect to a distribution worksheet, which determines the amount
of severance from Enron Corporation.

Mr. Dube complains that although he was listed by Enron in its
Human Resource records as an employee of Integrated Process
Technology, a non-Debtor at the time of his termination; he was,
in fact, an employee of Enron Energy Systems, an Enron debtor
company.  Mr. Dube also tells the Court that he received $13,500
in severance payments from Debtor as did other severed employees
who are eligible pursuant to the Severance Settlement Agreement
and thus should be eligible for the Final Distribution.

Mr. Humphrey argues that he at the time of his termination was an
employee of Enron Energy Services, a debtor company, and not
Integrated Process Technology, a non-debtor company.  Mr.
Humphrey contends that he would thus be eligible to participate
in the Final Distribution enhancement pursuant to the terms of
the Severance Settlement Agreement.

Mr. Vrazel objects to the calculation of the total severance paid
to him as reflected in the Distribution Worksheet.  He says he
did not receive any amount of previous payments other than the
$4,500 on December 11, 2001.

Ms. Buentello tells the Court that she received electronic data
information from the Employee Committee stating that various
severance checks were mailed to her at an address in Houston,
Texas.  Ms. Buentello asserts that since being terminated in
December 2001, she had only received and cashed one severance
check.  Thus, she asks the Court to order a research and re-issue
all severance payments to her.

              Employee Committee Addresses Objections

The Employee Committee maintains that Mr. Soderquist, based on
his voluntary opt-out, was not eligible to participate in the
Severance Settlement of 2002 nor in the Final Distribution.

The Employee Committee also maintains that Messrs. Krawczyk,
Gabrielli, McCartney, Ressegue, Haitmanek and all other
individuals similarly situated, as members of Local 68, were
covered under a collective bargaining agreement, and thus were
not eligible to participate in the Severance Settlement of 2002
nor in the Final Distribution as presently contemplated by the
Approval Order of the Court dated November 2, 2009.

The Employee Committee does not Mr. Tometich's objection.

The Employee Committee asserts that Messrs. Allario, Dube and
Humphrey are not eligible to the severance settlement agreement
because only those severed employees who were terminated by an
Enron company that was a debtor at the time of termination or had
later filed a Chapter 11 case by the time of the Court's hearing
to approve the Severance Settlement Motion would be included
within the Severance Settlement Agreement.

                           *     *     *

Judge Gonzalez dismissed the objection of Mr. Soderquist and
determined that the legal and factual basis set forth in Mr.
Sodequist's objection does not establish just cause for the
relief granted.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures that caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on November 17, 2004.  After approval
of the Plan, the new board of directors decided to change the name
of Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

(Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ENRON CORP: ECRC Files 21st Post-Confirmation Report
----------------------------------------------------
Enron Creditors Recovery Corp., formerly Enron Corp., and its
reorganized debtor affiliates delivered to the U.S. Bankruptcy
Court for the Southern District of New York, on January 15, 2010,
their Twenty-first Post-Confirmation Status Report.

A. Distributions

John S. Delnero, Esq., at K&L Gates LLP, in Chicago, Illinois,
relates that on October 1, 2009, the Reorganized Debtors made a
distribution of approximately $50,000,000 to holders of Allowed
Administrative, Priority, Secured, General Unsecured, Guaranty
and Convenience Claims, with the substantial majority of that
amount being paid to holders of Allowed General Unsecured and
Guaranty Claims.  The distribution consisted entirely of Cash
since all Portland General Electric Common Stock equivalents had
previously been distributed.

As of January 15, 2010, approximately $21,686,000,000 in Cash,
PGE Common Stock and PGE Common Stock equivalents have been
distributed to holders of Allowed Claims, including $267,000,000
of interest, capital gains and dividends.  All Disputed Claims
have been resolved and all reserves previously held in the
Disputed Claims Reserve, including interest, dividends and gains
have been released.

As of January 15, 2010, the General Unsecured Creditors of Enron
have received 52.4% return on allowed claim amounts compared to
original estimates in the Disclosure Statement of 17.4% and the
Creditors of Enron North America Corp have received 52.0%
compared to original estimates in the Disclosure Statement of
20.1%.  The combined rate of return for ENA Creditors who also
hold an Enron Guaranty claim is 94.1%, excluding gains, interest
and dividends.

According to Mr. Delnero, there are a limited number of pending
litigation and collection matters that may affect the timing of
the closure of the Enron bankruptcy case and payment of remaining
funds to creditors.  Based upon the likely timing of the expected
resolution of these remaining matters, the costs of making
distributions, and the funds on hand at this time, the Plan
Administrator will distribute the remaining available funds and
the collections related to the remaining matters at the time of
closure of the Enron bankruptcy case in lieu of further interim
distributions, he adds.

B. Claims Resolution Process

More than 25,000 proofs of claim were filed against the Debtors.
The Reorganized Debtors and, prior to the Effective Date, the
Debtors have worked diligently to review, reconcile, and resolve
these claims.  In the third quarter of 2008, all Disputed Claims
were resolved.  Of the more than 25,000 proofs of claim filed,
approximately 5,652 have been ordered allowed and approximately
2,333 have been allowed as filed.  The remaining filed claims
have been expunged, withdrawn, subordinated, or otherwise
resolved.

C. Settlements and Recoveries

The Reorganized Debtors collected approximately $4,400,000 since
the Twentieth Post-Confirmation Status Report.  These amounts
were primarily attributable to settlements and the return of
other deposits belonging to the Reorganized Debtors.

D. Other Activities

The Reorganized Debtors continue to oversee additional various
Enron activities including:

  (a) Document Administration and Disposal.  The Reorganized
      Debtors have completed their document destruction efforts
      in accordance with numerous orders entered by the
      Bankruptcy Court and an order entered by the U.S. District
      Court for the Southern District of Texas.  As of
      January 1, 2010, all of the remaining 43,000 boxes
      eligible for destruction and all electronic storage
      devices have been destroyed.  Approximately 2,600 boxes
      have been sent to long-term storage in accordance with
      regulatory requirements, and the Reorganized Debtors have
      created electronic tape media to store the Litigation
      Document Library.

  (b) Dissolution of Corporate Entities.  There are five
      remaining entities, of which one is a Debtor, two are non-
      Debtors and two are Post Final-Distribution Trusts.  The
      Debtors and non-Debtors are taking great care to ensure
      all liabilities are satisfied prior to dissolution and
      that those dissolutions are in accordance with the
      governing laws.  Additionally, the foreign entities have
      additional complexities and time components that the
      Debtors and non-Debtors are working through to ensure
      orderly dissolutions.

      In conjunction with the dissolution of the remaining
      corporate entities, Enron Dissolution Corp., a Delaware
      corporation, was formed solely for the purposes of
      winding up Enron and Enron Net Works, LLC.  Enron and
      Enron Net Works, LLC were merged with and into Enron
      Dissolution Corp. effective on December 18, 2009.  Enron
      Dissolution Corp. was thereafter dissolved effective on
      December 19, 2009.

  (c) Tax Return Compliance.  All 2008 federal and state tax
      returns have been filed.  For 2009, less than 20 returns
      for 15 entities will need to be filed.  The Reorganized
      Debtors have also filed final federal and provincial tax
      returns for the 2009 tax year for two Canadian entities,
      which complete Canadian filing obligations.  In addition,
      there are two foreign entities with potential filing
      obligations that are expected to be finalized in the 1st
      quarter of 2010.

  (d) Resolution of Outstanding Litigation.  Twenty-two cases
      remain pending.

Mr. Delnero notes that the Reorganized Debtors continue to
perform the necessary accounting, control and reporting work
required to effect closure of the Case promptly.

Two remaining headcount and engaged professional firms (a)
support litigation, (b) handle accounting, tax, cash management
and reporting for the five remaining entities, (c) calculate and
control creditor distributions, (d) perform claims management,
(e) complete disposition of remaining litigation (f) oversee
wind-up of employee matters and benefit plans, and (g) oversee IT
and corporate services providers and non-litigation matters.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures that caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on November 17, 2004.  After approval
of the Plan, the new board of directors decided to change the name
of Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

(Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ENRON CORP: Investors Partner, et al., Junk Suit vs. Lay, Others
----------------------------------------------------------------
At the behest of Investors Partner Life Insurance Company, John
Hancock Life Insurance Company, and John Hancock Variable Life
Insurance Company, Judge Melissa Harmon of the U.S. District
Court for the Southern District of Texas dismissed, without
prejudice, the action against:

  * Kenneth L. Lay,
  * Richard B. Buy,
  * Andrew S. Fastow,
  * Lou L. Pai,
  * Robert A. Belfer,
  * Norman P. Blake, Jr.,
  * Ronnie C. Chan,
  * John H. Duncan,
  * Wendy L. Gramm,
  * Robert K. Jaedicke,
  * Charles A. Lemaistre,
  * Joe H. Foy,
  * Joseph M. Hirko,
  * Ken L. Harrison,
  * Mark E. Koenig,
  * Richard A. Causey,
  * Andersen Worldwide SC,
  * Andersen Co India,
  * Andersen LLP,
  * Arthur Andersen - Puerto Rico,
  * Arthur Andersen - Brazil,
  * Arthur Andersen - United Kingdom,
  * John Does 1-1000.

The action was dismissed without prejudice with each party to
bear its own fees and expenses.  The action was dismissed
pursuant to Rule 41(a)(1) of the Federal Rule of Civil Procedure.

Investors Partner, et al., and Arthur Andersen LLP, filed with
the Court an agreed motion for voluntary dismissal of Arthur
Andersen as defendant in the action.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures that caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on November 17, 2004.  After approval
of the Plan, the new board of directors decided to change the name
of Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

(Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


EPV SOLAR: Has Five-Member Creditors Committee
----------------------------------------------
Bill Rochelle at Bloomberg News reports that the U.S. Trustee
formed in EPV Solar Inc.'s case an official committee of committee
of Unsecured Creditors with five members.  The chairman for the
committee is from the accounting firm Grant Thornton LLP.  The
committee selected Cooley Godward Kronish LLP to be its lawyers.

EPV Solar Inc. designs, manufactures and sells low-cost,
thin-film solar panels.  EPV Solar, 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 as of the
Petition Date.


EXACT SCIENCES: Reports $9.1 Million Net Loss for FY 2009
---------------------------------------------------------
Exact Sciences Corporation's Form 10-K for the fiscal year
Dec. 31, 2009, showed a net loss of $9.1 million on $4.7 million
of total revenue for the year ended Dec. 31, 2009, compared with a
net loss of $9.7 million net loss on $867,000 of total revenue for
the same period a year earlier.

The Company's balance sheet at Dec. 31 showed $25.7 million in
total assets, $6.5 million in total current liabilities, $988,000
in third party royalty obligations, $1.0 million in long term
debt, $1,000 in long term accrued interest, $11.1 million in
deferred license fees, for a $6.0 million stockholders' equity.

A full-text copy of the Company's Form 10-K report is available
for free at http://ResearchArchives.com/t/s?5911

                       About Exact Sciences

Exact Sciences Corporation is a molecular diagnostics company
focused on the early detection and prevention of colorectal
cancer.  The Company's non-invasive stool-based DNA (sDNA)
screening technology includes proprietary and patented methods
that isolate and analyze human DNA present in stool to screen for
the presence of colorectal pre-cancer and cancer.


EXTENDED STAY: Examiner Files Report on Probe Under Seal
--------------------------------------------------------
Ralph Mabey, the Court-appointed examiner in the Debtors' Chapter
11 cases, sought and obtained Court approval to temporarily file
under seal his report on the investigation he conducted on the
Debtors' cases.

Mr. Mabey is required to file by March 12, 2010, a report on his
investigation into what caused the bankruptcy filing of the
Debtors.  The Examiner, however, has yet to convince those he
interviewed to give up their right to confidentiality before the
report can be published and can be made accessible to the public.

The Examiner relates that he conducted over 25 interviews and
collected over 20,000 documents in connection with his
investigation.  Most of the information was obtained subject to
confidentiality agreements, under which the Examiner is required
to get the permission of the parties from whom he got the
information prior to public disclosure of those confidential
information.

Mr. Mabey's attorney, Margreta Morgulas, Esq., at Stutman
Treister & Glatt Professional Corporation, in Los Angeles,
California, said the Examiner does not agree with the parties'
"wholesale confidentiality  designations," but has to comply with
the requirement of the confidentiality agreements in order to
publicly disclose the information in his report.

The Examiner expects to get the consent of the parties to
publicly disclose the information prior to April 8, 2010.

If an arrangement with the parties is not successfully
negotiated, the Examiner intends to ask the Court to issue an
order at the April 8, 2010 hearing, authorizing him to implement
a process for determining whether the information contained in
the report should remain filed under seal or can be publicly
filed.

Under the proposed process, Mr. Mabey, at the April 8 hearing,
will "bench file" a spreadsheet under seal with the Court
identifying (i) those parties with whom he has failed to reach an
agreement with, (ii) those sections of the report to which the
disagreement pertains, and (iii) those documents and information
that are the subject of the disagreement.

As soon as practical thereafter, the Court is expected to hold an
in camera or closed session hearing to make final determination
with respect to the public disclosure of the documents and
information, and to issue a final order providing how and when
the Examiner will file his final report.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Has Revisions to Deal With Centerbridge & Paulson
----------------------------------------------------------------
Extended Stay Inc. and its affiliated debtors delivered to the
Court a copy of the revised agreement they reached with
investment firms, Centerbridge Partners L.P. and Paulson & Co.
Inc., in connection with their Joint Chapter 11 Plan of
Reorganization.

As previously reported, the Debtors and both Investors hammered
out an Investment and Standby Purchase Agreement to allow the
Investors to provide a $450 million Plan funding, which includes
a $225 million equity investment and a $225 million backstopped
rights offering.

The Revised ISPA provides, among other things, for the formation
of a Delaware limited liability company or other entity selected
by Centerbridge and Paulson Investors, whose membership interests
they will directly or indirectly hold and control.  This LLC
company will be referred to as InvestorCo.

The Investors' $225 million equity investment will be effectuated
through "InvestorCo,", which will purchase membership interests
or other common equity interests in a new company to be created
under the Plan, "NewCo."

As consideration for the issuance of the membership interests,
InvestorCo will pay $225 million to NewCo, and will contribute to
NewCo certificates held by Centerbridge and Paulson.  The
certificates, which were issued under the 2007 Mortgage Loan
Agreement, are currently contemplated to be contributed by the
Investors to InvestorCo prior to the date that is five days after
the deadline for voting on the Plan.

Also under the Revised ISPA, the Investors may designate that the
membership interests to be issued to them or to InvestorCo
through the rights offering and equity investment be issued in
the name of, and delivered to, their managed funds or respective
affiliates.

In the event the Investors make the designation, the funds that
they or their affiliates managed that have been designated would
have the rights, entitlements and benefits that would otherwise
inure to the Investors or InvestorCo in their capacity as holder
of the membership interests as provided under the Plan.

Copies of the amended agreement and the revised commitment letter
dated February 19, 2010, which was executed in connection with
the ISPA, are available for free at:

    http://bankrupt.com/misc/ESI_RevisedDealCenterbridge.pdf
    http://bankrupt.com/misc/ESI_RevisedCommitmentLetter.pdf

                    Committee, et al., Object

The Official Committee of Unsecured Creditors opposes approval of
the ISPA, asserting that the Agreement "creates a framework that
fails to maximize value from the sale of the Debtors' business."

Specifically, the Creditors Committee cites these grounds for its
objection:

  (1) The Debtors' ISPA Approval Motion is not in the best
      interests of the creditors because it is opposed by the
      Creditors Committee and the special servicer, which
      represents over $7.4 billion in claims in the Debtors'
      cases or about 99.99% of the total amount of all claims.

  (2) Approval of the ISPA will likely result in Centerbridge
      and Paulson grabbing the Debtors' business at a "fire
      sale" price.  The likely cash portion of the transaction
      to be provided by the Investors, which is $320 million,
      represents a mere fraction of the Debtors' own estimate of
      the enterprise value, which is estimated to be between
      $2.8 to $3.6 billion.

  (3) The ISPA represents another "unnatural by-product of
      actual conflicts of interest" embedded in the ownership
      and control structure among the Debtors, HVM LLC, HVM
      Manager LLC, David Lichtenstein and the Lightstone Group.

  (4) Many key components of the transactions contemplated by
      the ISPA have not been fully disclosed by the Debtors.

  (5) The Debtors have ignored the Creditors Committee's
      discovery requests that seek to determine whether the
      Debtors have engaged in an appropriate marketing of their
      business and whether the transaction contemplated by the
      ISPA will maximize the value of their assets for
      creditors.

  (6) The ISPA is based on a plan of reorganization that is not
      confirmable because it gerrymanders the impaired classes
      of claims, seeks improper substantive consolidation,
      grants inappropriate releases to David Lichtenstein and
      other individuals, and transfers to the new company that
      will run the Debtors' business all of the causes of
      actions and their proceeds belonging to the Debtors'
      estates or other Debtor entities that have not been
      included in the Plan.

  (7) The combined amount of the proposed $22.5 million
      commitment payment and potentially millions of dollars of
      expense reimbursements, totaling at least 8.6% of the cash
      portion of the purchase price, is unwarranted and
      excessive given the absence of an open and competitive
      process and numerous deficiencies in the ISPA.

The Creditors Committee also filed a cross-motion which, if
approved by the Court, would allow its financial adviser,
Jefferies and Company Inc., to solicit alternative plan proposals
using the Debtors' confidential information that will be
protected by confidentiality agreements.

The hearing to consider approval of the Committee's Cross-motion
will be held on April 8, 2010.  Deadline for filing objections is
April 2, 2010.

The ISPA also drew flak from other parties, which include U.S.
Bank N.A., KeyBank N.A.,  ORIX Capital Markets LLC, Maiden Lane
LLC, Manufacturers and Traders Trust Company, Cerberus
International Ltd., Cerberus Partners LP, Banc of America
Securities LLC, Bank of America N.A., Wachovia Bank N.A., and
Bank of Ireland International Finance Ltd.  The Objecting Parties
argued, among other things, that the ISPA:

  -- is premature;

  -- has little to do with reorganizing the Debtors for the
     benefit of the creditors;

  -- will provide extraordinary benefits to the Debtors'
     insiders; and

  -- has commitment payment and expense reimbursement that are
     excessive.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: To Seek Approval of Plan Outline on April 8
----------------------------------------------------------
Extended Stay Inc. filed with the U.S. Bankruptcy Court for the
Southern District of New York a revised joint Chapter 11 plan of
reorganization and a disclosure statement for 39 of its debtor
affiliates on March 5, 2010.

The Original Plan was submitted to the Court on February 19,
2010.  At that time, the Debtors sought for more time to file a
Disclosure Statement to explain the terms of the Plan.
Accordingly, the Debtors delivered to the Court a 129-page
Disclosure Statement along with the Amended Plan.

Extended Stay President David Lichtenstein relates that although
the Chapter 11 Debtors consist of 75 separate entities, the
business that was intended to support the Company's very complex
structure is conducted primarily by 21 entities that are
borrowers under a $4.1 billion mortgage loan.  This Mortgage Loan
is also considered the Debtors' foremost liability.

Among others, the Debtors disclosed that they estimate the
enterprise value of their business operations to be between $2.8
and $3.6 billion.  The valuation estimates are based on the
Debtors' financial projections and the work and analysis of
Lazard Freres & Co., the Debtors' financial advisors.

"The going concern value of the Debtors, absent a significant
capital infusion, is significantly less than the outstanding
amount of Mortgage Debt," Mr. Lichtenstein relates under the
Disclosure Statement.

The Debtors further disclosed that as their bankruptcy cases
progressed, it soon became apparent that they required a
significant equity infusion in order to ensure adequate cash to
fund operations, to pay debt service and make necessary capital
expenditures.  The Debtors thus began to explore alternative
restructuring transactions, which ultimately culminated in the
negotiation of an "Investment and Standby Purchase Agreement"
with Centerbridge Partners L.P. and Paulson and Co. Inc.

Under the Investment and Standby Purchase Agreement, Centerbridge
and Paulson, as Investors, will commit to provide, through a
newly formed limited liability company, "InvestorCo", up to
$450,000,000 to a newly formed parent company of the reorganized
Debtors, "NewCo," to fund the Plan and certain related
transactions.  As part of this investment, InvestorCo will
acquire 22.5% of the NewCo Common Interests for a cash
contribution of $225,000,000.  The Investors will also backstop a
rights offering that will general additional proceeds of
$225,000,000.

Mr. Lichtenstein reveals that the Plan is based on the Debtors'
determination that the most appropriate approach is to file a
plan that deals with the assets and liabilities of the entities
that comprise the operating business.  "Thus, the Plan deals only
with 39 entities that either are the Mortgage Borrowers that own
the respective hotel properties, are operating lessees acting on
behalf of those entities, or are general partners, members or
trusts having interests in the Mortgage Borrowers," he explains.

Among others, the Plan contemplates these provisions:

  * The holder of the Mortgage Facility Claim will receive a
    combination of debt and equity in NewCo, the value of which
    reflects the enterprise value of the Debtors' estates.
    Specifically, the holder of the Mortgage Facility Claim will
    receive:

    -- the New Mortgage Notes in the aggregate principal
       amount of $2,547,297,223 and NewCo Common Interests,
       representing 55% of the issued and outstanding NewCo
       Common Interests; and

    -- 100% of the Rights to be issued pursuant to a Rights
       Offering for 22.5% of the NewCo Common Interests that
       will generate proceeds equal to $225,000,000.

  * A portion of the Mortgage Facility Claim is unsecured and
    this is classified as the "Mortgage Deficiency Claim."
    Based on the Debtors' enterprise value and under the
    absolute priority rule, this Claim is not entitled
    to a recovery.  However, if the holder of this Claim votes
    to accept the Plan, the Investors agree to allocate value
    from their Investment to this Class Claim.

  * General Unsecured Claim Holders are also not entitled to a
    recovery under the Plan based on the enterprise value of the
    Debtors under the absolute priority rule.  However, if
    General Unsecured Claimants vote to accept the Plan, the
    Investors consent that these claim holders may elect to
    receive their Pro Rate share of $500,000, provided that such
    creditor's claim is or has voluntarily been reduced to no
    more than $100,000.

  * The Mortgage Borrowers and the other Debtors will be
    transferred to NewCo.

  * NewCo will be owned by the Investors, through InvestorCo,
    and holders of certain classes of Mortgage Certificates, as
    well as those who participate in the Rights Offering.  NewCo
    will own and control the Mortgaged Properties and other
    assets necessary to operate the Debtors' businesses.

  * The Debtors and the Investors will enter into a Membership
    Interest Purchase Agreement with David Lichtenstein,
    pursuant to which, on the Plan Effective Date, HVM Manager,
    in exchange for a $30,000,000 payment will resign as manager
    of HVM LLC and appoint NewCo Manager as successor manager of
    HVM.

    HVM manages all the Mortgage Properties of the Debtors.  It
    is an entity affiliated with, but not owned by, the Debtors.
    HVM Manager, an entity owned by Mr. Lichtenstein, acts as
    the manager of HVM.

  * The Board of Managers, which will be formed to manage NewCo,
    will be composed of seven members, including the chief
    executive officer of NewCo, four individuals designated by
    Centerbridge and Paulson, and two independent managers.

The Disclosure Statement provides for the approximate percentage
recovery for the different classes of claims under the Plan:

  Class  Designation               Approx % Recovery
  -----  -----------               -----------------
    1    Priority Claims             100%

    2    Mortgage Facility Claim     100%

    3    ESA UD Mortgage Claim       58.8%

    4    Mortgage Facility           2.1% if Plan is accepted,
           Deficiency Claim          0% if Plan is not accepted

    5    General Unsecured Claims    89.3% if Plan is accepted,
                                     0% if Plan is not accepted

    6    Existing Equity             0%

    7    ESA MD Properties Trust
          Certificate                100%

    8    ESA MD Borrower Interests   100%

    9    ESA P Portfolio MD
          Trust Certificate          100%

   10    ESA P Portfolio MD
          Borrower Interests         100%

   11   ESA Canada Properties
          Interests                  100%

   12   ESA Canada Properties
          Borrower Interests         100%

   13   ESH/TN Properties LLC
          Membership Interests       100%

   14   ESH/ESA General
          Partnership Interests      100%

   15   Other Existing Equity
          Interests                  0%

Full-text copies of the Amended Plan and the Disclosure statement
are available for free at:

    http://bankrupt.com/misc/ESI_1stAmendedPlan.pdf
    http://bankrupt.com/misc/ESI_DisclosureStatement.pdf

                Valuation/Liquidation Analysis

Along with their Amended Plan, the Debtors also prepared a
valuation analysis, a liquidation analysis and projected
financial information and attached copies of their historical
financial statements.

The Debtors' Valuation Analysis assumes that the confirmation of
the Plan takes place on June 30, 2010, and is based on
projections provided by the Debtors' management for the 664
hotels and the office building in Spartanburg, South Carolina,
that serve as collateral for the Mortgage Loan Facility and
two ESA UD hotels.

Based on the projections, Lazard estimates the enterprise value
of NewCo to be about $2.838 to $3.610 billion, with a mid-point
estimate of $3.224 billion, as of June 30, 2010.

For purposes of evaluating NewCo's reorganization value in the
event Class 2 Claims does not consent to the Plan, the Debtors
and Lazard reviewed the enterprise value of NewCo, excluding
assets that are neither assets of the Debtors nor collateral of
the secured creditors.  On this basis, the reorganization value
is estimated to be about $2.741 to $3.512 billion, with a
midpoint estimate of $3.127 billion.

Under their Liquidation Analysis, the Debtors aver that their
Plan meets the "best interest of creditors" test as set forth
under Section 1129(a)(7) of the Bankruptcy Code.  The Debtors
believe that the holders of allowed claims in each impaired class
will receive at least as much under the Plan as those creditors
would if the Debtors were liquidated under Chapter 7 of the
Bankruptcy Code.

If the Debtors' estates were liquidated pursuant to Chapter 7
proceedings, the value available to creditors would be reduced by
the costs of the liquidation, which include (i) the fees and
expenses of the trustee appointed to manage the liquidation, (ii)
the fees and expenses of the other professionals retained by the
trustee to assist with the liquidation, (iii) costs to wind down
the estates and (iv) a carve-out for Chapter 11 professional
fees, the Liquidation Analysis show.

Full-text copies of the Plan exhibits are available for free at:

    http://bankrupt.com/misc/ESI_LiquidationAnalysis.pdf
    http://bankrupt.com/misc/ESI_ProjectedFinancialInfo.pdf
    http://bankrupt.com/misc/ESI_HistoricalFinStatements.pdf

                      Solicitation Schedule

ESA Properties LLC and 38 of its debtor affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
their disclosure statement as containing "adequate information,"
pursuant to Section 1125 of the Bankruptcy Code, necessary for
creditors to make an informed decision about their Joint Chapter
11 Plan of Reorganization.

The Court will hold a hearing on April 8, 2010, to consider
approval of the Disclosure Statement.  Deadline for filing
objections is April 2, 2010.

The Debtors also ask the Court to set:

  (a) April 8, 2010, as the record date for purposes of
      determining which creditors and interest holders may vote
      on the Plan or otherwise receive a notice of non-voting
      status;

  (b) May 14, 2010, as the deadline for creditors and interest
      holders entitled to vote on the Plan to submit their
      ballots;

  (c) May 26, 2010, as the hearing date to consider confirmation
      of the Plan; and

  (d) May 19, 2010, as the deadline for filing objections to
      confirmation of the Plan.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


FIRETHORNE COUNTRY: Files for Bankruptcy to Avoid Receivership
--------------------------------------------------------------
Business Journal of Charlotte reports that Firethorne Country Club
filed for Chapter 11 bankruptcy to block a bid by Textron
Financial Corp. to have the Company handed over to a receiver.

Textron filed a suit in the U.S. District Court in Charlotte,
seeking the receivership of the Company.  Textron argued that the
company defaulted on a $8 million loan, and the Company is
insolvent.  The Company owes more than $5.5 million on the loan.

The Company listed both assets and liabilities at between
$1 million and $10 million in its bankruptcy petition.  The
largest unsecured creditors include Union County owed $14,000 in
unpaid property taxes, and Nike USA owed about $4,000.

Firethorne Country Club operates a golf course club.


FOREST CITY: S&P Assigns 'CCC+' Rating on New $220 Mil. Stocks
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' credit
rating to Forest City Enterprises Inc.'s (B+/Negative/--) new
$220 million series A cumulative redeemable convertible preferred
stock issuance.  The convertible preferred stock carries a 7.0%
coupon and a 20% initial conversion premium.

Forest City issued $170 million of new convertible preferred stock
in exchange for certain outstanding debt, consisting of
$178.7 million aggregate principal amount of notes (or
approximately 32.2% of the $555.1 million total outstanding under
three series of notes due 2011, 2015, and 2017).  Standard &
Poor's considers the exchange transaction to be opportunistic
rather than distressed.  In accordance with its criteria, S&P view
an exchange offer such as this one -- which asked investors to
extend certain debt tenors several quarters before their scheduled
maturities and provided compensation in the form of amendment fees
or increased interest rates -- to be proactive treasury
management, rather than a de facto restructuring.

Forest City issued an additional $50 million of convertible
preferred stock for cash pursuant to separate, privately
negotiated purchase agreements.  The company intends to use the
proceeds to defray the cost of the exchange, for general corporate
purposes, and to hedge against potential longer-term share
dilution.  Shares of the company's class A common stock, into
which the convertible preferred stock is convertible, have been
reserved for issuance by the company and listed on the New York
Stock Exchange.

This new convertible preferred issue, in combination with last
quarter's convertible debt offering and several recent loan
refinancings and extensions, reduced Forest City's bank line usage
in advance of the company's credit facility renewal.  In January,
Forest City closed on a new two-year $500 million revolving credit
facility.  The debt exchange that this new convertible preferred
issuance funded modestly lengthens the company's debt maturity
schedule and could ultimately result in slightly stronger fixed-
charge coverage measures if the company eventually converts the
new preferred stock into common stock.

S&P's ratings on Forest City acknowledge the company's sufficient
liquidity to meet its funding needs through 2011.  However, S&P
believes Forest City's higher leverage levels and large investment
in currently non-income-producing development projects will
continue to weigh on the company's currently weak debt coverage
measures.

                            Rating List

                   Forest City Enterprises Inc.

           Credit rating                  B+/Negative/--

                          Rating Assigned

                    Forest City Enterprises Inc.

    $220M series A cum. redeemable convertible pfd stock   CCC+


GENERAL GROWTH: Bonds Soar Amidst Financial Crisis
--------------------------------------------------
When General Growth Properties, Inc., was on the brink of
bankruptcy in late 2008, some investors snapped up the company's
convertible bonds at three cents on the dollar, but today those
GGP bonds are worth 103 cents, considered one of the great trades
of the financial crisis, Gina Chon of The Wall Street Journal
relates.

Shares of GGP closed at $14.08 on March 8, 2010, after they were
relisted on the New York Stock Exchange on March 5, 2010, Ms.
Chon points out.

Ms. Chon cited fund firm T. Rowe Price Group Inc. as one of the
investors benefiting from the trading of GGP bonds.  T. Rowe's
manager David Lee invested about $11 million in the bonds over
the last six months of 2008, including at near-bottom prices, Ms.
Chon points out, citing T. Rowe's 2008 report and a person
familiar with the matter.  GGP's convertible bonds were T. Rowe's
best-performing investment, valued at $61.8 million, Ms. Chon
adds.

                    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: Files 1st Post-Confirmation Status Report
---------------------------------------------------------
Affiliates of General Growth Properties Inc. filed with the Court
on March 11, 2010, a post-confirmation status report detailing the
actions they have taken and the progress they made toward
consummation of their Joint Plan of Reorganization.  A list of the
reporting Plan Debtors is available for free at:

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

The Court has confirmed the Plan for 226 Debtors to restructure
102 loans totaling more than $12 billion in secured project-level
indebtedness.  As of March 11, 2010, 211 of the 226 Plan Debtors
have consummated their Plans and emerged from bankruptcy,
restructuring 95 loans totaling $11.3 billion, James H.M.
Sprayregen, P.C., Esq., at Weil, Gotshal & Manges LLP, in New
York, says.  A list of the emerged Plan Debtors is available for
free at http://bankrupt.com/misc/ggp_EmergedPlanDebtors.pdf

Mr. Sprayregen relates that the 15 remaining Plan Debtors continue
to work towards consummating their Plans.  The 15 remaining
Confirmed Plan Debtors are:

(1) GGP-Mall of Louisiana II, L.P.
(2) GGP-Mall of Louisiana, Inc.
(3) GGP-Mall of Louisiana, L.P.
(4) Land Trust No. FHB-TRES 200601
(5) Mall of Louisiana Holding, Inc.
(6) Stonestown Shopping Center Holding L.L.C.
(7) Stonestown Shopping Center L.L.C.
(8) Stonestown Shopping Center, L.P.
(9) The Village of Cross Keys, LLC
(10) VCK Business Trust
(11) Ward Plaza-Warehouse, LLC 09-12313
(12) White Marsh General Partnership
(13) White Marsh Mall Associates
(14) White Marsh Mall, LLC
(15) White Marsh Phase II Associates

Mr. Sprayregen adds that the Plan Debtors are analyzing and
reconciling the outstanding claims filed against them.

                    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: Providence, 5 Others Exit Chapter 11
----------------------------------------------------
Six affiliates of General Growth Properties, Inc., emerged from
Chapter 11 on March 3, 8 and 9, 2010, according to a notice filed
with the United States Bankruptcy Court for the Southern District
of New York:

  Debtor Affiliate                       Emergence Date
  ----------------                       --------------
  GGP-Lansing Mall Inc.                   March 3, 2010
  Lansing Mall Limited Partnership        March 3, 2010
  Rouse SI Shopping Center, LLC           March 3, 2010
  Providence Place Holdings, LLC          March 8, 2010
  Rouse Providence LLC                    March 8, 2010
  Burlington Town Center II, LLC          March 9, 2010

The Plan Debtors' Joint Plan of Reorganization is deemed effective
as of March 3, 8 and 10, 2010.  Counsel to General Growth, James
H.M. Sprayregen, P.C., at Weil, Gotshal & Manges LLP, in New York,
told Bankruptcy Judge Allan L. Gropper that each of the conditions
precedent to consummation of the Plan has been satisfied or waived
in accordance with the Plan.

After the Effective Date, and without the need for further Court
approval, the Plan Debtors may (a) cause any or all of the Plan
Debtors to be merged into or contributed to one or more of the
Plan Debtors or non-Debtor Affiliates, dissolved or otherwise
consolidated or converted, (b) cause the transfer of assets
between or among the Plan Debtors or non-Debtor Affiliates
or (c) engage in any other transaction in furtherance of the Plan.

The Plan provides for 100% recovery to all holders of Claims
against, and Interests in, the Plan Debtors.

The order confirming the Plan on December 15, 2009, the second
order confirming the Plan on December 23, 2009, the third
order confirming the Plan on January 20, 2010, the fourth
order confirming the Plan on February 16, 2010, and the fifth
order
confirming the Plan on March 3, 2010, and the Plan establish
certain deadlines by which holders of Claims must take
certain actions.

Full-text copies of the Confirmation Orders dated December 15,
And 23, 2009, January 20, 2010, February 16, 2010 and March 3,
2010, are available for free at:

* http://bankrupt.com/misc/ggp_Dec15ConfirmationOrder.pdf
* http://bankrupt.com/misc/ggp_Dec23ConfOrd.pdf
* http://bankrupt.com/misc/ggp_Jan20ConfOrder.pdf
* http://bankrupt.com/misc/ggp_Feb16ConfOrder.pdf
* http://bankrupt.com/misc/ggp_Mar3ConfOrder.pdf

               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: To Split Company in Two, May File Plan March 18
---------------------------------------------------------------
General Growth Properties, Inc., may submit a reorganization plan,
contemplating a split of the company's "good" and "bad" assets on
March 18, 2010, Sandra M. Jones of Chicago Tribune reports.

Under the Plan, unsecured creditors would be paid in full and
shareholders would receive $15 a share, or the equivalent of one
bad company share worth $5 and one good company share worth $10,
Ms. Jones notes.

The report relates that GGP holds some of the most valuable
properties in retail real estate, including four of the five most
productive U.S. malls.  "While it is easy to imagine interest in
the good assets, its more difficult to predict who would want the
bad assets," Ms. Jones says.

Both Fairholme Capital Management, LLC, and Pershing Square
Capital Management's $3.925-billion equity commitment and
Brookfield Asset Management, Inc.'s $2.625 billion proposed
recapitalization to GGP contemplate that a new company known as
General Growth Opportunities will be formed that will own certain
non-core assets.

Ms. Jones states that the bad assets include a mishmash of office
buildings in Columbia Maryland; land earmarked of housing
development in troubled markets as Las Vegas and Houston,
ndustrial land in Princeton, N.J.; a 40-acre parcel of land in
Volo, 50 miles north of Chicago; a corporate headquarters building
in the Loop built in the 1950s; a controversial Whole Foods
project near a burial ground in Honolulu; and more than a dozen
underperforming malls.

Cedrik Lachance, analyst at Newport Beach, California-based Green
Street, expects the good company to trade publicly while the bad
company would likely wind down.

                    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)


GENOIL INC: Elliott Davis No Longer Holds Shares
------------------------------------------------
Elliott Davis Investment Advisory Services, LLC, in Greenville,
South Carolina, disclosed that as of February 28, 2010, it no
longer held shares of Genoil, Inc.

As reported by the Troubled Company Reporter on December 11, 2009,
Elliott Davis Investment Advisory Services, LLC, and Tyson Halsey,
CFA, disclosed that they beneficially own 27,932,696 shares or
roughly 10.2% of the common stock of GenOil Inc. at November 30,
2009.

                         Balance Sheet

At September 30, 2009, the Company's interim consolidated balance
sheets showed C$4,346,205 in total assets, C$2,532,873 in total
liabilities, and C$1,813,332 in shareholders' equity.  The
Company's interim consolidated balance sheets at September 30,
2009, also showed strained liquidity with C$427,505 in total
current assets available to pay C$2,363,706 in total current
liabilities.

                       Going Concern Doubt

As at September 30, 2009, the Company had incurred accumulated
losses of $66,561,206 since inception.  The Company believes its
ability of the Company to continue as a going concern is in
substantial doubt and is dependent on achieving profitable
operations, commercializing its upgrader technology, and obtaining
the necessary financing to develop this technology further.

                        About Genoil Inc.

Genoil Inc. is a technology development company based in Alberta,
Canada.  The Company specializes in heavy oil upgrading, oily
water separation, process system optimization, development,
engineering, design and equipment supply, installation, start up
and commissioning of services to specific oil production,
refining, marine and related markets.

Genoil has designed and developed the Genoil Hydroconversion
Upgrader, an improved hydrogenation process that upgrades and
increases the yields from high sulphur, acidic, heavy crude oils
and heavy refinery feed stocks, bitumen and refinery residues into
light, clean transportation fuels; and the Crystal separator, a
unique process for multi-stage separation of immiscible phases
with different densities.

Genoil's sales and marketing operations are run through a
worldwide network of commissioned technical sales agents.

The Company is listed on the TSX Venture Exchange under the symbol
GNO as well as the Nasdaq OTC Bulletin Board using the symbol
GNOLF.OB.


GMAC INC: Said to Hire Citigroup, Goldman Sachs for TARP Repayment
------------------------------------------------------------------
GMAC Inc. has hired Citigroup Inc. and Goldman Sachs Inc. to
explore options for repaying bailout funds received under the U.S.
government's TARP, Bloomberg News reports, citing a person briefed
on the matter.  According to the report, Goldman will help GMAC
examine repayment strategies and both banks will assist GMAC in
reviewing options for its money-losing mortgage unit.  The U.S.
Treasury has invested $17.2 billion in GMAC through the TARP.

                        About GMAC Inc

GMAC Inc. -- http://www.gmacfs.com/-- is a bank holding company
with 15 million customers worldwide.  As a global, independent
financial services institution, GMAC's diversified business
operations include automotive finance, mortgage operations,
insurance, commercial finance and online banking.

GMAC Inc. was founded in 1919 as a wholly owned subsidiary of
General Motors Corporation.  On November 30, 2006, General Motors
Corporation sold a 51% interest in the Company to FIM Holdings
LLC, an investment consortium led by Cerberus FIM Investors, LLC,
the sole managing member.  On December 24, 2008, the Board of
Governors of the Federal Reserve System approved the Company's
application to become a bank holding company under the Bank
Holding Company Act of 1956, as amended.  In connection with this
approval, GM and FIM Holdings  were required to significantly
reduce their voting equity ownership interests in GMAC.  These
reductions in ownership occurred in 2009.

Ally Bank, a unit of GMAC Financial Services, is an online U.S.
bank that provides an array of products, including online savings
accounts, money-market savings accounts and a variety of no
penalty certificates of deposit.  The bank was founded on three
core values: talking straight, doing what's right and being
obviously better than the competition.  Ally Bank's total assets
were $42.5 billion at the end of the
second quarter of 2009.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.  ResCap's balance sheet at June 30, 2009, showed total assets
of $22.00 billion, total liabilities of $20.95 billion, and total
stockholders equity of $1.05 billion.

                         *     *     *

For the 2009 full year, GMAC reported a net loss of $10.3 billion,
compared to net income of $1.9 billion in 2008.  GMAC reported
that as of Dec. 31, 2009, it had $172.306 billion in
total assets and total debt of $98.313 billion.

GMAC says there is substantial doubt about ResCap's ability to
continue as a going concern.  GMAC says that should ResCap file
for bankruptcy, its investment related to ResCap's
equity position would likely be reduced to zero.

In February 2010, Moody's Investors Service upgraded the senior
unsecured rating of GMAC and GMAC-supported subsidiaries to B3
from Ca, with a stable rating outlook.  At the end of January,
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on both GMAC and Residential Capital to
'B' from 'CCC'.


GOLDBERG-BAYMEADOWS: Wants to Use Cash Collateral; Wells Objects
----------------------------------------------------------------
Goldberg-Baymeadows, LLC, has sought permission from the U.S.
Bankruptcy Court for the Middle District of Florida to use cash
collateral.

The cash collateral which the Debtor seeks to use is comprised in
whole or in part of funds to be received as rents from the tenants
of the Baymeadows Business Center (the Real Property) in
Jacksonville, Florida.  Teachers Insurance and Annuity Association
of America (the Lender) has a lien on the cash collateral. The
Debtor estimates that it, together with Schuck-Baymeadows and
Villa Sangria-Baymeadows, owes the Lender approximately $9,500,000
as of the Petition Date.

As of the Petition Date, the Debtor estimates the total amount of
funds available to the Debtor totals approximately $111,682.  The
Debtor estimates that it will need $96,650.80 of cash collateral
to continue and maintain operations for the next 30 days.

Jason B. Burnett, Esq., at Grayrobinson, P.A., the attorney for
the Debtor, explains that the Debtor needs the money to fund its
Chapter 11 case, pay suppliers and other parties.

The Debtor says that the Lender would be adequately protected with
regard to its alleged interest in the cash collateral because the
Debtor believes there is equity in the Real Property.

Wells Fargo Bank, N.A., has objected to the Debtor's request to
use cash collateral, saying that the Debtor filed for Chapter 11
bankruptcy protection to hinder and delay the legitimate efforts
of Wells Fargo to enforce its rights as a secured creditor.  "The
Debtor should not be permitted to use any cash collateral pending
the Court's adjudication of Wells Fargo's motion for relief from
stay," Wells Fargo says.

According to Wells Fargo, the Debtor's motion for cash collateral
use includes proceeds which aren't property of the estate.  Wells
Fargo claims that "the only 'property' the Debtor owns in the case
is an undivided 31.420987 percent interest in commercial rental
property (the Property) and its rents, as a tenant in common with
two non-debtors, Schuck-Baymeadows LLC, and Villa Sangria-
Baymeadows LLC.  Wells Fargo, on the other hand, holds a security
interest in 100% of the Property and its rents.  As a consequence,
the Debtor's Motion for Use of Cash Collateral seeks to impair
Wells Fargo's interest in collateral which the Debtor does not own
and which does not constitute 'property of the estate.'"

Wells Fargo states that the Debtor's proposed uses of cash
collateral include expenses that are not necessary to avoid
immediate and irreparable harm.

"The Debtor also failed to provide for reporting obligations or
oversight respecting the use of Wells Fargo's cash collateral on a
going forward basis," Wells Fargo states.

The Debtor, says Wells Fargo, has not demonstrated that Wells
Fargo's interests in the cash collateral will be adequately
protected.

Wells Fargo is represented by Smith Hulsey And Busey.

Rancho Mirage, California-based Goldberg-Baymeadows, LLC, filed
for Chapter 11 bankruptcy protection on March 2, 2010 (Bankr. M.D.
Fla. Case No. 10-01637).  Jason B. Burnett, Esq., at GrayRobinson,
P.A., assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and $1,000,001
to $10,000,000 in liabilities.


GRAY TELEVISION: Moody's Sees Pressure on 'Caa1' Ratings
--------------------------------------------------------
Moody's Investors Service indicated that despite Gray Television,
Inc.'s solid fourth quarter 2009 earnings, the company's ratings
(including its Caa1 senior secured credit facility ratings, Caa1
Corporate Family Rating and Caa2 Probability of Default Rating)
remain pressured by what Moody's deems to be highly likely the
prospect of failing to comply with existing financial maintenance
covenants for the test period ending March 31, 2010.

Moody's last rating on action Gray occurred on April 1, 2009, when
it lowered the company's Corporate Family Rating to Caa1 from B3,
Probability of Default Rating to Caa2 from Caa1, and senior
secured credit facility rating to Caa1 from B3.

Headquartered in Atlanta, Georgia, Gray Television, Inc., operates
36 primary television stations serving 30 mid-sized markets.  The
company's total revenues were approximately $270 million for the
year ended December 31, 2009.


GTC BIOTHERAPEUTICS: PwC Raises Going Concern Doubt
---------------------------------------------------
PricewaterhouseCoopers LLP of Boston, Massachusetts, has expressed
substantial doubt about GTC Biotherapeutics Inc.'s ability as a
going concern.  The firm reported that the Company has suffered
recurring losses from operations and has limited available funds
as of January 3, 2010.

The Company's balance sheet for Jan. 3, 2010, showed $26.0 million
in total assets and $48.4 million in total liabilities for a
stockholders' deficit of $24.7 million.

The company reported a $26.9 million net loss on $2.8 million of
total revenue for the fiscal year ended Jan. 3, 2010, compared
with a $22.6 million net loss on $16.6 million total revenue for
the same period a year ago.

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

A full-text copy of the company's Form 10-K Report is available
for free at http://ResearchArchives.com/t/s?5910

                        About the Company

Based in Framingham, Massachusetts, GTC Biotherapeutics, Inc.
-- http://www.gtc-bio.com/--  develops, supplies and
commercializes therapeutic proteins produced through transgenic
animal technology.  ATryn(R), GTC's recombinant human
antithrombin, has been approved for use in the United States and
Europe.  ATryn(R) is the first and only therapeutic product
produced in transgenic animals to be approved anywhere in the
world.

In addition to ATryn(R), GTC is developing a portfolio of
recombinant human plasma proteins with known therapeutic
properties.  These proteins include recombinant forms of human
coagulation Factors VIIa and IX, which are being developed for the
treatment of patients with hemophilia, and recombinant alpha-
fetoprotein, which is being developed for the treatment of
myasthenia gravis and multiple sclerosis.


HANMI FINANCIAL: KPMG Raises Going Concern; Needs to Raise Capital
------------------------------------------------------------------
On March 15, 2010, Hanmi Financial Corporation filed its annual
report on Form 10-K for the year ended December 31, 2009, with the
U.S. Securities and Exchange Commission.

KPMG LLP, in Los Angeles, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted the Company and its wholly-owned subsidiary Hanmi
Bank, are currently operating under a formal supervisory agreement
with the Reserve Bank of San Francisco and the California
Department of Financial Institutions, which restricts certain
operations of the Company and requires the Company to, among other
things, increase contributed equity capital at Hanmi Bank by
$100 million by July 31, 2010, and achieve specified capital
ratios by July 31, 2010, and December 31, 2010.

The Company will need to raise capital to satisfy its agreements
with its principal banking regulators.  "Our ability to raise
additional capital will depend on conditions in the capital
markets at that time, which are outside our control, and on our
financial performance.  Accordingly, we cannot be certain of our
ability to raise additional capital on terms acceptable to us."

The Company reported a net loss of $122.3 million for the year
ended December 31, 2009, compared with a net loss of
$102.1 million for 2008.  Net interest income before provision for
credit losses decreased to $101.2 million in 2009, as compared to
$134.4 million in 2008.  "The decrease in net interest income in
2009 was primarily due to the steep decrease of 400 basis points
in the federal funds target rate since December 2007 and the
impact of a higher level of nonaccrual loans, partially offset by
lower deposit costs."

The Company's balance sheet as of Dec. 31, 2009, showed
$3.163 billion in assets, $3.013 billion of debts, and
$149.7 million of stockholders' equity.  At December 31, 2009, the
Company had net loans receivable of roughly $2.669 billion and
deposits of roughly $2.749 billion.

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

               http://researcharchives.com/t/s?597c

Los Angeles-based Hanmi Financial Corp. is the holding company for
Hanmi Bank, a state chartered bank with headquarters located at
3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.  The
Bank is a community bank conducting general business banking, with
its primary market encompassing the Korean-American community as
well as other communities in the multi-ethnic populations of Los
Angeles County, Orange County, San Bernardino County, San Diego
County, the San Francisco Bay area, and the Silicon Valley area in
Santa Clara County.  At December 31, 2009, the Bank maintained a
branch network of 27 full-service branch offices in California and
two loan production offices in Virginia and Washington.

The Company's other subsidiaries are Chun-Ha Insurance Services,
Inc. and All World Insurance Services, Inc., which were acquired
in January 2007.  Chun-Ha and All World are insurance agencies
that offer a complete line of insurance products, including life,
commercial, automobile, health, and property and casualty.


HCA INC: Issues $1.4 Billion Senior Secured Notes Due 2020
----------------------------------------------------------
HCA Inc. issued $1,400,000,000 aggregate principal amount of 71/4%
senior secured notes due 2020, which mature on September 15, 2020,
pursuant to an indenture, dated as of March 10, 2010, with
Deutsche Bank Trust Company Americas, as paying agent, registrar
and transfer agent, and Law Debenture Trust Company of New York,
as trustee.

Interest on the Notes will be payable in cash. Interest on the
Notes is payable on March 15 and September 15 of each year,
commencing on September 15, 2010.

Headquartered in Nashville, Tennessee, HCA, Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

HCA, Inc. carries a 'B2' long term corporate family rating from
Moody's, a 'B' long term issuer default rating from Fitch, and
'B+' issuer credit ratings from Standard & Poor's.


HD SUPPLY: S&P Assigns 'BB-' Rating on $250 Mil. Senior Loan
------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'BB-'
bank loan rating to HD Supply Inc.'s proposed $250 million senior
secured term loan due 2014 (assumes maximum amount).  The rating
on this issue is two notches above the corporate credit rating of
'B'.  The recovery rating is '1' indicating very high recovery
(90% to 100%) in a default scenario.  In addition, all other
ratings on HD Supply, including the 'B' corporate credit rating,
remain unchanged.  The outlook is negative.

Through the carve-out, Atlanta-based HD Supply will reduce the
revolving asset-based loan facility to $1.7 billion, while
reducing the size of the entire ABL facility to $1.95 billion from
$2.1 billion, and extend the maturity on the credit facility to
2014.  S&P also rates this revolving ABL credit facility 'BB-',
with a recovery rating of '1'.  The same credit agreement governs
the term loan and revolving credit facility.  At the same time, HD
Supply is also requesting an extension on the maturity of its
existing $978 million term loan, which The Home Depot guarantees,
to 2014 from 2012.  The rating on this loan is 'BBB+', reflecting
the corporate credit and senior unsecured ratings on The Home
Depot.

"The ratings on HD Supply reflect the company's high financial
leverage and pressure on its operating performance stemming from
the severe and protracted downturn in U.S. residential
construction activity, as well as the downturn in nonresidential
construction spending," said Standard & Poor's credit analyst John
Sico.  Business-line diversity, leading market positions, and
operational scale to weather the construction downturn partially
offset these factors.  "However, uncertainty about the recovery of
the residential housing market, coupled with the nonresidential
downturn, increase S&P's concerns about HD Supply's near- to
intermediate-term operating performance and financial leverage,"
he continued.

HD Supply's liquidity sources are adequate to sustain its
operations.  The company had more than $700 million of cash as of
Nov. 1, 2009, and adequate availability on the existing $2.1
billion ABL credit facility.  Although the borrowing-base advance
levels could decline further as the company's working-capital
levels decline, S&P expects that HD Supply should continue to have
availability on the facility above the minimum liquidity
requirement.  HD Supply is addressing its maturing credit facility
with the amendments that it is seeking.

                            Rating List

                         Ratings Affirmed

                           HD Supply Inc.

    Corp. credit rating                           B/Negative/--

                         Ratings Assigned

        $250 mil. senior secured term loan due 2014   BB-
         Recovery rating                              1


HILL-ROM HOLDINGS: Moody's Gives Stable Outlook; Affirms Ratings
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Hill-Rom
Holdings, Inc., to stable from negative.  At the same time,
Moody's affirmed Hill-Rom's existing ratings.

The stable outlook reflects Moody's expectation that the company
will continue to repay debt associated with the Liko acquisition,
which should help Hill-Rom maintain cash flow to debt metrics
consistent with a Baa3 rating.

The outlook further considers the recent appointment of a new CEO
and the stronger likelihood that acquisition activity will not
resume in the near term.

"Moody's expects Hill-Rom to remain focused on optimizing its
organic growth before seeking additional acquisition
opportunities," said Diana Lee, a Senior Credit Officer at
Moody's.

"Although Hill-Rom's sales growth has been hit by reduced hospital
capital spending, Moody's anticipate that these spending levels
will gradually recover over the next 12 to 18 months," Lee
continued.

The Baa3 rating considers Hill-Rom's relatively small revenue
base, lack of diversification and longer term potential for
additional acquisition activity, offset by a favorable market
position in its acute care bed business and relatively
conservative posture toward leverage in the past.

Ratings affirmed:

Hill-Rom Holdings, Inc.

* Senior unsecured notes at Baa3
* Senior unsecured shelf at (P) Baa3
* Subordinated shelf at (P) Ba1
* Preferred shelf at (P) Ba2

The last rating action on Hill-Rom was taken on October 2, 2008,
when Moody's affirmed the company's Baa3 rating with a negative
outlook in conjunction with the acquisition of Liko.

Hill-Rom Holdings, Inc. (formerly Hillenbrand Industries, Inc.)
headquartered in Batesville, Indiana, is a leading manufacturer of
hospital beds and other patient care products.


IMPERIAL CAPITAL: Amends Schedules of Assets and Liabilities
------------------------------------------------------------
Imperial Capital Bancorp, Inc., filed with the U.S. Bankruptcy
Court for the Southern District of California amended schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $40,439,363
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                           Unknown
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $98,721,610
                                 -----------      -----------
        TOTAL                    $40,439,363      $98,721,610

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection on December 18, 2009 (Bankr.
S.D. Calif. Case No. 09-19431).  Gregory K. Jones, Esq., at
Stutman, Treister & Glatt, P.C., assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


IMPERIAL CAPITAL: U.S. Trustee Forms 3-Member Creditors Panel
-------------------------------------------------------------
Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed
three members to the official committee of unsecured creditors in
the Chapter 11 case of Imperial Capital Bancorp, Inc.

The Creditors Committee members are:

1. US Bank as Trustee for ITLA Capital Statutory Trust(s) I, II, V
   Attn: James H. Byrnes
   One Federal Street, 3rd Floor
   Boston, MA 02110
   Tel: (612) 603-6442
   Fax: (612) 603-6640

2. 888 Prospect LJ, LLC
   Attn: Mercedez Juarez
   Cushman & Wakefield of SD
   4435 Eastgate Mall, Suite 200
   San Diego, CA 92121
   Tel: (858) 558-5635
   Fax: (858) 334-6710

3. The Bank of New York Mellon, as indenture trustee
   Attn: Martin Feig
   101 Barclay Street, 8 West,
   New York, NY 10286
   Tel: (212) 815-5383
   Fax: (732) 667-4756

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

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection on December 18, 2009 (Bankr.
S.D. Calif. Case No. 09-19431).  Gregory K. Jones, Esq., at
Stutman, Treister & Glatt, P.C., assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


IMPLANT SCIENCES: Laurus, et al., Hold 9.69% of Common Stock
------------------------------------------------------------
Laurus Capital Management, LLC, PSource Structured Debt Limited,
Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Valens
Capital Management, LLC, Chris Johnson, Russell Smith, Eugene Grin
and David Grin disclosed that as of December 31, 2009, they may be
deemed to beneficially own 1,582,017 shares or roughly 9.69% of
the common stock of Implant Sciences Corporation.

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

As of December 31, 2009, the Company had $5,475,000 in total
assets against $12,995,000 in total liabilities, $5,000,000 in
Series E Convertible Preferred Stock, and $378,000 in Series F
Convertible Preferred Stock, resulting in stockholders' deficit of
$12,898,000.

As reported by the Troubled Company Reporter on January 15, 2010,
Implant Sciences renegotiated its credit agreements with its
senior secured investor, DMRJ Group LLC.  DMRJ increased Implant
Sciences' line of credit from $3,000,000 to $5,000,000; extended
the maturity of all of Implant Sciences' indebtedness from
December 10, 2009, to June 10, 2010; waived all existing defaults
through the new maturity date; reduced the interest rate payable
on Implant Sciences' obligations to 15% per annum; and removed all
profit sharing arrangements from the agreements.  Implant
Sciences' total indebtedness to DMRJ, including all principal and
accrued interest, now stands at $7,570,000.


INNOVATIVE COMPANIES: Has Until May 14 to Propose Chapter 11 Plan
-----------------------------------------------------------------
The Hon. Dorothy Eisenberg of the U.S. Bankruptcy Court for the
Eastern District of New York extended Innovative Companies LLC, et
al.'s exclusive periods to propose a Chapter 11 Plan until May 14,
2010, and to solicit acceptances of the proposed Plan until
July 12, 2010.

As reported in the Troubled Company Reporter on February 16, 2010,
the Debtors sought extension in their exclusive periods until
June 13, 2010, and August 10, 2010.

Headquartered in Hauppauge, New York, The Innovative Companies LLC
and its affiliates filed for Chapter 11 protection on April 17,
2009 (Bankr. E.D.N.Y. Lead Case No. 09-72669).  Leslie A. Berkoff,
Esq., at Moritt Hock Hamroff Horowitz LLP, represents the Debtors
in their restructuring efforts.  David M. Banker, Esq., at
Lowenstein Sandler PC, represents the official committee of
unsecured creditors as counsel.  In its petition, the Company
listed between $10 million and $50 million each in assets and
debts.


INTERNATIONAL ALUMINUM: Court Sets March 30 as Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established March 30, 2010, at 4:00 p.m. (prevailing Eastern Time)
as the last day for any individual or entity to file proofs of
claim against International Aluminum Corp., et al.

Proofs of claim will be addressed to:

     International Aluminum Corporation
     c/o Kurtzman Carson Consultants  LLC
     2335 Alaska Avenue
     El Segundo, CA 90245

International Aluminum filed for Chapter 11 bankruptcy protection
on January 4, 2010 (Bankr. D. Del. Case No. 10-10003).  The
Company's affiliates, including IAC Holding Co. and United States
Aluminum Corporation, also filed Chapter 11 bankruptcy petitions.
John Henry Knight, Esq., and L. Katherine Good, Esq., at Richards,
Layton & Finger, P.A., assist the Debtors in their restructuring
efforts.  Weil, Gotshal & Manges LLP is the Debtor's co-counsel.
Moelis & Company is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the Debtor's claims agent.  The Debtor
listed $198 million in assets and $217 million in liabilities as
of November 30, 2009.


INTERNATIONAL ALUMINUM: Has Access to Lenders Cash Until May 31
---------------------------------------------------------------
Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware, in a final order, authorized International Aluminum
Corp., et al., to use the prepetition lenders' cash collateral
until May 31, 2010.

The parties with interests in cash collateral are Canadian
Imperial Bank of Commerce, New York Agency, as administrative
agent and lender (the prepetition agent) under a certain credit
agreement dated as of March 30, 2007, and the other financial
institutions from time to time party thereto, as lenders (the
prepetition lenders).

The Debtors would use the money to fund their Chapter 11 case, pay
suppliers and other parties.

In exchange for using the cash collateral, the Debtors will grant
the prepetition agent a replacement lien on all of the right,
title and interest of the Debtors in, to and under all property of
the Debtors, subject to the carve out.

The Debtors will also pay to the prepetition agent current cash
payments in an amount equal to all fees and out of pocket expenses
payable to the prepetition agent under the prepetition agreements.

The Debtor's access to cash collateral will expire on (i) May 31,
2010, or (ii) the occurrence of an event of default or a
termination event.

                  About International Aluminum

International Aluminum filed for Chapter 11 bankruptcy protection
on January 4, 2010 (Bankr. D. Del. Case No. 10-10003).  The
Company's affiliates, including IAC Holding Co. and United States
Aluminum Corporation, also filed Chapter 11 bankruptcy petitions.
John Henry Knight, Esq., and L. Katherine Good, Esq., at Richards,
Layton & Finger, P.A., assist the Debtors in their restructuring
efforts.  Weil, Gotshal & Manges LLP is the Debtor's co-counsel.
Moelis & Company is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the Debtor's claims agent.  The Debtor
listed $198 million in assets and $217 million in liabilities as
of November 30, 2009.


INTERNATIONAL ALUMINUM: Parties Have Until April 7 to Vote on Plan
------------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware approved the schedule in connection with the
solicitation of votes on, and the confirmation of International
Aluminum Corp., et al.'s proposed Plan.

Completed ballots must be returned by 4:00 p.m. (prevailing
Eastern Time) on April 7, 2010.

A hearing to consider confirmation of the Plan is scheduled for
April 19, 2010, at 10:30 a.m. (EST.)  Objections, if any, to
confirmation of the Plan must be received by the Court and notice
parties no later than April 7, 2010, (EST) at 4:00 p.m.

                        The Chapter 11 Plan

Under the Plan, senior secured creditors -- owed $125 million on a
term loan and $20 million on a revolving loan -- would receive
$38 million in new notes and 100% of the equity in the reorganized
companies.  They will recover 72.5% to 82% of their claims.
Holders of other secured claims would have their claims reinstated
and will recover 100%.

General unsecured claims, administrative expense claims, tax
claims, certain priority non-tax claims and certain other secured
claims would be paid in full.

Holders of 12.75% Senior Subordinated Notes due 2014, aggregating
$45 million would receive nothing on account of their claims.
Carlyle Mezzanine Partners, L.P., is agent under the senior
subordinated loan agreement.  Existing equity interests would be
extinguished and equity holders won't have any distributions.
They are deemed to reject the Plan and won't be receiving ballots.

                  About International Aluminum

International Aluminum filed for Chapter 11 bankruptcy protection
on January 4, 2010 (Bankr. D. Del. Case No. 10-10003).  The
Company's affiliates, including IAC Holding Co. and United States
Aluminum Corporation, also filed Chapter 11 bankruptcy petitions.
John Henry Knight, Esq., and L. Katherine Good, Esq., at Richards,
Layton & Finger, P.A., assist the Debtors in their restructuring
efforts.  Weil, Gotshal & Manges LLP is the Debtor's co-counsel.
Moelis & Company is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the Debtor's claims agent.  The Debtor
listed $198 million in assets and $217 million in liabilities as
of November 30, 2009.


IRONHORSE COUNTRY CLUB: Sold to Thomas O'Malley for $2.85 Mil.
--------------------------------------------------------------
Kimberly Miller at The Palm Beach Post says Ironhorse Country Club
was sold to Thomas O'Malley, chairman of Petroplus of Switzerland,
for $2.85 million at an auction in the U.S. Bankruptcy Court for
the Southern District of Florida.

Mr. O'Malley originally agreed to buy the Company's assets for
$2.4 million but the Company's lender Wachovia was not happy with
the price and wanted the property subject to other bids instead,
Ms. Miller notes.

Ironhorse Country Club owns and operates a resort club located
near Beeline Highway and Jog Road.  The company filed for Chapter
11 protection on January 4, 2010 (Bankr. S.D. Fla. Case No. 10-
10086).  Bradley S. Shraiberg, Esq., represents the Debtor.  The
company listed both assets and debts of between $1 million and
$10 million.


JOHNNY CHATMAN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Johnny Franklin Chatman
               Avis Celeste Chatman
               P.O. Box 37948
               Jacksonville, FL 32236

Bankruptcy Case No.: 10-02032

Chapter 11 Petition Date: March 15, 2010

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

Debtors' Counsel: Bryan K. Mickler, Esq.
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  Email: court@planlaw.com

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

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

According to the schedules, the Company has assets of $1,446,194
and total debts of $1,885,143.

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

             http://bankrupt.com/misc/flmb10-02032.pdf

The petition was signed by the Joint Debtors.


JOSELITO ALBAN GUZMAN: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Joint Debtors: Joselito Alban Guzman
               Rosario Lagak Guzman
               2461 Medallion Drive
               Union City, CA 94587

Bankruptcy Case No.: 10-42823

Chapter 11 Petition Date: March 15, 2010

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Debtors' Counsel: Kenneth R. Graham, Esq.
                  Law Office of Kenneth R. Graham
                  171 Mayhew Way #208
                  Pleasant Hill, CA 94523
                  Tel: (925) 932-0170
                  Email: KRG@ELAWS.COM

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

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

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

             http://bankrupt.com/misc/canb10-42823.pdf

The petition was signed by the Joint Debtors.


JUAN MANUEL LUGO: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Juan Manuel Lugo
          faw Shasta Meat Co., Inc.
          dba Linda's Seafood, Inc.
          faw Mariscos Linda Riverside, Inc.
          faw Mariscos Linda, Inc.
          faw Alfaro Lugo, Inc.
        209 East Gleason St.
        Monterey Park, CA 91755

Bankruptcy Case No.: 10-19575

Chapter 11 Petition Date: March 15, 2010

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Dennis E. Mcgoldrick, Esq.
                  350 S Crenshaw Blvd., Ste. A207B
                  Torrance, CA 90503
                  Tel: (310) 328-1001
                  Email: dmcgoldricklaw@yahoo.com

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

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

A full-text copy of Mr. Lugo's petition, including a list of his
17 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/cacb10-19575.pdf

The petition was signed by Mr. Lugo.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                    Petition
  Debtor                               Case No.      Date
  ------                               --------      ----
Linda's Seafood, Inc.                  09-41083     11/06/09


KITCHEN GADGETRY: Files for Bankruptcy Protection under Chapter 7
-----------------------------------------------------------------
Kitchen Gadgetry filed for Chapter 7 bankruptcy protection on
March 4, WakeMyNC.com reported.  Before the filing, about 100
customers complained about the company and that their orders were
never delivered, according to the report.


LEHMAN BROTHERS: Files Chapter 11 Plan of Reorganization
--------------------------------------------------------
Lehman Brothers Holdings, Inc., and its debtor affiliates
delivered to Judge James Peck of the U.S. Bankruptcy Court for
the Southern District of New York their Joint Chapter 11 Plan of
Reorganization on March 15, 2010.

Lehman did not file a Disclosure Statement explaining the
Plan.  The Debtors have asked Judge Peck to give them until
April 14 to file the Disclosure Statement citing that they
have not had a full opportunity to consummate negotiations with
key creditor constituencies as to the provisions of the plan.  A
hearing on the request will be held on March 17.

Pursuant to the Plan, the wind-down and liquidation of each of
the Debtors' assets (as determined for federal income tax
purposes) will occur over a period of three years after the
Effective Date, subject to receiving a private letter or other
equivalent guidance from the Internal Revenue Service permitting
a longer period of time without adversely impacting the status of
the Plan for federal income tax purposes (it being understood
that such liquidation may include the transfer of all or part of
the assets of the Debtors to one or more liquidating trusts
within the meaning of Treas. Reg. Section 301.7701-4).

Concurrently with the filing of the Plan, LBHI has asked the
Court for authority to establish a new subsidiary called LAMCO,
which will provide management services to the Debtors and will
undertake the administration of their assets.  In the course of
managing and administering the Debtors' assets, LBHI has
developed an asset management business specializing in the
management of commercial real estate, residential mortgages,
principal investments and private equity, corporate debt and
derivatives assets.  While its capabilities are designed for the
administration of assets of the Debtors, LAMCO, the Debtors
assert, is well-suited for management of similar third party
assets, and the production of revenues that will benefit the
stakeholders of that entity.  LAMCO will enable the Debtors to
capitalize on existing infrastructure for the management of long-
term investments and illiquid assets and will also provide long-
term employment opportunities for the Debtors' employees.

The Debtors propose the Plan for resolution of outstanding Claims
against, and Equity Interests in, the Debtors pursuant to the
Bankruptcy Code.  Except as otherwise indicated, the Plan applies
to all of the Debtors and constitutes 23 distinct Chapter 11
plans.  Allowed Claims against a Debtor will be satisfied from
the assets of that Debtor.

The Plan proposes an economic resolution of the claims of
creditors of all of the Debtors and incorporates various inter-
Debtor, Debtor-creditor and inter-creditor resolutions designed
to achieve a global and efficient resolution of the Chapter 11
Cases.  The Debtors believe that the proposed Plan represents a
fair economic resolution for all of their claimants that will
expedite the administration of the Debtors' Chapter 11 cases and
accelerate recoveries to creditors.  The Plan enables the
avoidance of the potential enormous costs and extended time that
would otherwise be incurred in connection with litigation of the
multifaceted and complex issues associated with these
extraordinary cases.

The Plan estimates that Allowed Class 8 - Affiliate Guarantee
Claims against LBHI will total $21,186,000,000.  The Plan also
estimates that Allowed Third-Party Guarantee Claims will total
$94,138,000,000.  About 65,000 claims, totaling $875 billion,
were filed in the Debtors' Chapter 11 cases.  The Debtors have
said they will object to many of those claims.

"We conducted a thorough and thoughtful due diligence process
before formulating the proposed Plan and have weighed all
options," Bryan Marsal, Lehman's chief executive and chief
restructuring officer, said in a statement.  "We firmly believe
that the proposed Plan represents a fair economic resolution for
all Lehman creditors and will accelerate recoveries to
creditors."

A full-text copy of the Chapter 11 Plan is available for free
at http://bankrupt.com/misc/lehmanplan.pdf

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Proposes Asset Management Agreements
-----------------------------------------------------
Following the sale of their businesses in Europe and Asia, Lehman
Brothers Holdings Inc. and its affiliated debtors were left with
minimal employee base and infrastructure to manage their assets.
The Debtors determined that they would realize diminished
recoveries for their estates if they were forced to liquidate all
of their assets under the prevailing market conditions during the
months following their bankruptcy filing.

To preserve and maximize the value of their estates, LBHI
developed a workforce and infrastructure for the long-term
management of its long-term investments and illiquid assets.

For the past 18 months, LBHI developed a team of about 455
individuals, spread across its information technology
infrastructure and asset classes to manage and wind-down the
remaining long-term distressed and illiquid assets that were not
subject to foreign insolvency proceedings.

In the course of managing and administering those assets, LBHI
has built a going-concern asset management business, which LBHI
says, may be of substantial value and with capabilities that may
endure beyond the administration of its bankruptcy case and
generate revenues.

In order to maximize the value of the asset management business,
the Debtors plan to organize these entities to provide management
services to them and their affiliates:

  (1) LBHI LAMCO Holdings LLC, a special purpose vehicle wholly-
      owned by LBHI;

  (2) LAMCO Holdings LLC, an entity wholly-owned by LBHI;

  (3) LAMCO Holdings International B.V., a Netherlands company
      Wholly-owned by LAMCO Holdings; and

  (4) LAMCO LLC, another wholly owned subsidiary of LAMCO
      Holdings.

In connection with the creation of those entities, the Debtors
ask the U.S. Bankruptcy Court for the Southern District of New
York to enter into these agreements:

  (1) a contribution agreement authorizing LBHI to transfer most
      of its employees, contribute its domestic asset management
      infrastructure and make an initial equity contribution of
      $20 million to LAMCO LLC, and contribute all of its equity
      interests in its European asset management companies, LBHI
      Services Ltd. and LBHI Estates Ltd., to LAMCO
      International;

  (2) a shared services agreement with LAMCO LLC governing the
      use of contracts, assets and the services of certain
      employees;

  (3) an asset management agreement authorizing LAMCO LLC to
      manage the Debtors' assets; and

  (4) an inter-company agreement between LBHI and the other
      Debtors for the allocation of management fees and other
      costs.

Full-text copies of the agreements are available without charge
at:

  http://bankrupt.com/misc/LBHI_ContributionAgreement.pdf
  http://bankrupt.com/misc/LBHI_AssetMgtAgreement.pdf
  http://bankrupt.com/misc/LBHI_SharedServicesAgreement.pdf
  http://bankrupt.com/misc/LBHI_IntercompanyAgreement.pdf

The Court will hold a hearing on April 14, 2010, to consider
approval of the agreements.  Deadline for filing objections is
April 5, 2010.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Unsealed 2,200-Page Report of Examiner
-------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York unsealed on March 11, 2010, the 2,200-page
report summarizing the results of the investigation conducted by
Anton Valukas, the Court-appointed Chapter 11 examiner in the
bankruptcy cases of Lehman Brothers Holdings, Inc., and its
debtor-affiliates.

In summary, the Examiner noted that after Bear Stearns' demise in
2007, Lehman was widely considered to be the next bank that might
fail, and investor and client confidence was eroding.  He said
Lehman pursued a number of strategies to avoid demise but to buy
itself more time, to maintain that critical confidence, Lehman
painted a misleading picture of its financial condition.

At the end of the second quarter of 2008, as Lehman was forced to
announce a quarterly loss of $2.8 billion -- resulting from a
combination of write-downs on assets, sales of assets at losses,
decreasing revenues, and losses on hedges -- it sought to cushion
the bad news by trumpeting that it had significantly reduced its
net leverage ratio to less than 12.5, that it had reduced the net
assets on its balance sheet by $60 billion, and that it had a
strong and robust liquidity pool.  The Examiner, however, found
that Lehman did not disclose that it had been using an accounting
device, known within Lehman as "Repo 105," to manage its balance
sheet -- by temporarily removing approximately $50 billion of
assets from the balance sheet at the end of the first and second
quarters of 2008.  With Repo 105 transactions, Lehman's reported
net leverage was 12.1 at the end of the second quarter of 2008;
but if Lehman had used ordinary repos, net leverage would have to
have been reported at 13.9.

The Examiner also found that Lehman did not disclose its use --
or the significant magnitude of its use -- of Repo 105 to the
U.S. Government, to the rating agencies, to its investors, or to
its own Board of Directors.  Lehman's auditors, Ernst & Young,
were aware of this but did not question the company's use and
nondisclosure of the Repo 105 accounting transactions, the
Examiner revealed.

As late as September 10, 2008, Lehman publicly announced that its
liquidity pool was approximately $40 billion; but a substantial
portion of that total was in fact encumbered or otherwise
illiquid, the Examiner related.  By September 12, two days after
it publicly reported a $41 billion liquidity pool, the pool
actually contained less than $2 billion of readily monetizable
assets, he added.

According to the report, "Lehman failed because it was unable to
retain the confidence of its lenders and counterparties and
because it did not have sufficient liquidity to meet its current
obligations."

The Examiner concluded that while certain of Lehman's risk
decisions can be described in retrospect as poor judgment, they
were within the business judgment rule and do not give rise to
colorable claims against the senior officers who oversaw and
certified misleading financial statements."

The Examiner, however, found colorable claims against Richard
Fuld, Jr., former chief executive officer of Lehman; Christopher
O'Meara, former chief financial officer, controller and executive
vice president; Erin Callan, former chief financial officer and
global controller; and Ian Lowitt, co-chief administrator, in
connection with their failure to disclose the use of the practice
and against Ernst & Young for its failure to meet professional
standards in connection with that lack of disclosure.  The
Examiner also found colorable claims against JPMorgan Chase and
CitiBank in connection with modifications of guaranty agreements
and demands for collateral in the final days of Lehman's
existence.  The demands for collateral by Lehman's Lenders had
direct impact on Lehman's liquidity pool; Lehman's available
liquidity is central to the question of why Lehman failed, he
said.

On whether colorable claims arise from transfers of LBHI
Affiliate Assets to Barclays Capital plc, or from the Lehman ALI
transaction, the Examiner expresses no view on the matter as it
is subject to active, pending litigation on which discovery is
far from complete.  The Examiner, however, reviewed the facts
related to the transfer of LBI assets in the post-filing sale to
Barclays and concluded that a limited amount of assets of LBHI
Affiliates other than LBI were improperly transferred to
Barclays.  The Examiner further concluded that the transfer of
capital stock to ALI served a legitimate purpose and that there
was no impropriety in those transactions.

Mr. Valukas spent more than a year and $38 million to investigate
the events surrounding Lehman's downfall.

A 17-part copy of the Examiner Report is available for free at:

http://bankrupt.com/misc/Volume1.pdf
http://bankrupt.com/misc/Volume2.pdf
http://bankrupt.com/misc/Volume3.pdf
http://bankrupt.com/misc/Volume4.pdf
http://bankrupt.com/misc/Volume5.pdf
http://bankrupt.com/misc/Volume6.pdf
http://bankrupt.com/misc/Volume7.pdf
http://bankrupt.com/misc/Volume8.pdf
http://bankrupt.com/misc/Volume9.pdf
http://bankrupt.com/misc/Volume10.pdf
http://bankrupt.com/misc/Volume11.pdf
http://bankrupt.com/misc/Volume12.pdf
http://bankrupt.com/misc/Volume13.pdf
http://bankrupt.com/misc/Volume14.pdf
http://bankrupt.com/misc/Volume15.pdf
http://bankrupt.com/misc/Volume16.pdf
http://bankrupt.com/misc/Volume17.pdf

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: UK Regulators Ask E&Y to Produce Papers
--------------------------------------------------------
The Financial Reporting Council, which oversees corporate
reporting rules in the United Kingdom, demanded Ernst & Young LLP
to hand over documents detailing its role in the demise of Lehman
Brothers Holdings Inc., according to a March 15 report by The
Guardian.

The move came after Ernst & Young, which has served as Lehman's
auditor, was accused of professional malpractice in a report
published by a bankruptcy court-appointed examiner who made an
investigation into the bankruptcy filing of Lehman.

The 2,200-page report showed that Lehman used accounting
techniques known as "repos," which are artificial sale and buy-
back deals, and was able to hide $50 billion or GBP32 billion of
debts from regulators despite checks by Ernst & Young.

The U.K. Regulators demanded the audit firm to provide
information on trades that allegedly enabled Lehman to disguise
risky debt structures, The Guardian reported.

"Following the publication of the recent report on Lehman, the
FRC is ascertaining the facts on how the repo transactions were
accounted for and audited in the U.K. in order to determine any
implications," the regulator said.  "To that end, we have asked
Ernst & Young to provide further information in relation to what
happened in the U.K."

In a statement, Ernst & Young said that a thorough internal
review of its practice showed it did nothing wrong.  A spokesman
for the firm blamed Lehman's bankruptcy to a series of
unprecedented adverse events in the financial markets, according
to a March 13 report by Times Online.

"Our last audit of the company was for the fiscal year ending
November 30, 2007.  Our opinion indicated that Lehman's financial
statements for that year were fairly presented in accordance with
Generally Accepted Accounting Principles (GAAP), and we remain of
that view," the spokesman said.

Linklaters, a U.K.-based law firm, is also under fire after it
allegedly aided the transfer of funds by giving opinions to
Lehman that the repo transactions were legal under English law.

A spokesman for Linklaters confirmed that the firm gave its legal
opinion on several transactions but said it was not aware of any
"facts or circumstances that would justify any criticism," Times
Online reported.

"The examiner who did not contact the firm during his
investigations does not criticize those opinions or say or
suggest that they were wrong or improper," the spokesman said.

                      Deep-Rooted Reform

In light of the findings of the examiner's report, some financial
experts called on regulators to clean up the audit industry and
to clamp down on risky practices in the financial sector, The
Guardian reported.

Michael Fallon, who is deputy chairman of the U.K. treasury
select committee, said a fresh approach that gives a more
realistic picture of bank finances and not one that disguises
risky practices is needed.  Meanwhile, Lord Oakeshott, Liberal
Democrat treasury spokesman, urged the government to commission a
fundamental review.

Prem Sikka, a professor of accounting at Essex University, warned
that the crisis could repeat itself without deep-rooted reform.

"The report into the collapse of Lehmans is indicative of a
deeper malaise.  We rely on the discretion of eminent firms of
auditors and lawyers that are paid millions of pounds for their
efforts but that discretion is too often abused," The Guardian
quoted him as saying.

George Osborne, Conservative Treasury spokesman, expressed
disappointment that the Financial Services Authority failed to
spot the true scale of the problems at Lehman.  He said that
FSA's failure to intervene before Lehman collapsed was proof that
U.K.'s financial regulatory system needed a thorough shake-up,
The Guardian reported.

                        Possible Charges

Former Lehman directors and their U.K. advisers could face a
series of civil and criminal charges following the publication of
the examiner's report, according to a March 14 report by
Independent.

U.S. legal experts said Dick Fuld, and other Lehman directors
could be pursued by the Securities and Exchange Commission for
civil charges of securities fraud and by government enforcement
for criminal charges.

The SEC could pursue civil charges if the financial statements
were false and if the directors could be prosecuted under the
2002 Sarbanes-Oxley Act, Independent reported.

The Act requires the chief executive and the chief financial
officer to certify that the financial statements comply with all
applicable statutes and rules.

One U.S. lawyer also said that criminal charges could be filed if
Mr. Fuld and Lehman's three chief financial officers during 2007
and 2008 knew of the effect of the repo transactions, according
to the report.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEWIS EQUIPMENT: Trustee Negotiates Cash Use From Frost Bank
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the newly appointed
Chapter 11 trustee of Lewis Equipment Co. reached a tentative
agreement with secured creditor Frost National Bank allowing the
trustee to use cash through the end of March in accordance with a
budget.  Without the use of cash, the trustee said he "cannot
effectively operate any segment" of the business.

According to the report, when the bankruptcy judge ousted Kyle
Lewis from control of Lewis Equipment in February, he also
terminated the Company's right to use cash.  Frost National Bank,
argued successfully that the company had used millions more in the
bank's cash collateral than it replaced.

Scott M. Seidel, Esq., in Dallas, was appointed as trustee to oust
control from Kyle Lewis.

The U.S. Trustee told the bankruptcy judge that the examiner's
report demonstrated the requisite "gross mismanagement" justifying
a trustee.  An examiner was appointed to investigate whether Lewis
Equipment improperly dealt with secured lenders' collateral.  The
lenders requesting the examiner were Fifth Third Bank and Wachovia
Financial Services Inc.

Grand Prairie, Texas-based Lewis Equipment Company, Inc., operates
a construction business.  The Company and its affiliates filed for
Chapter 11 on Sept. 18, 2009 (Bankr. N.D. Tex. Case No. 09-45785
to 09-45814).  Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr
represents the Debtors in their restructuring efforts.  In their
petition, the Debtors listed assets and debts both ranging from
$100,000,001 to $500,000,000.


LODGENET INT: Balance Sheet at Dec. 31 Upside-Down by $70 Mil.
--------------------------------------------------------------
LodgeNet Interactive Corporation's balance sheet at December 31,
2009, showed $508.3 million in total assets and $579.3 million in
total liabilities for a $70.9 million stockholders' deficit.

The Company reported a net loss of $10.2 million on $484.4 million
of total revenues for the fiscal year ended Dec. 31, 2009,
compared with a net loss of $48.4 million on $533.8 million of
total revenues for the same period a year ago.

The Company also generated net losses of $48.4 million and $65.2
million for 2008 and 2007, respectively.

The Company's financial results for the fiscal year 2010 will
depend on a significant degree on general economic conditions and
the execution of a business plan.

A full-text copy of the company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?5955

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.
LodgeNet Interactive serves more than 1.9 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television Solutions, Broadband Internet Solutions, Content
Solutions, Professional Solutions and Advertising Media Solutions.
LodgeNet Interactive Corporation owns and operates businesses
under the industry leading brands: LodgeNet, LodgeNetRX, and The
Hotel Networks.

The Company reported $508.3 million in assets and $579.3 million
in total liabilities, resulting to a $71.0 million stockholders'
deficit as of Dec. 31, 2009.

                          *     *     *

According to the Troubled Company Reporter on September 30, 2009,
Moody's Investors Service upgraded LodgeNet Interactive
Corporation's speculative grade liquidity rating to SGL-3
(indicating adequate liquidity) from SGL-4 (indicating poor
liquidity) while revising the outlook for all ratings to stable
from negative.  Concurrently, Moody's also affirmed LodgeNet's B3
corporate family rating and Caa1 probability of default rating.


LYONDELL CHEMICAL: Receives Nod for Lender Litigation Settlement
----------------------------------------------------------------
Lyondell Chemical Co. and its units and the Official Committee of
Unsecured Creditors received approval from the U.S. Bankruptcy
Court of a revised Lender Litigation Settlement they entered into
with:

  (i) Financing Party Defendants consisting of Citibank, N.A.;
      Citibank International plc; and Citigroup Global
      Markets Inc.; Goldman Sachs Credit Partners, L.P. and
      Goldman Sachs International;, Merrill, Lynch, Pierce,
      Fenner & Smith and Merrill Lynch Capital Corporation; ABN
      AMRO Inc. and The Royal Bank of Scotland, N.V., f/k/a ABN
      Amro Bank N.V.; UBS Securities LLC and UBS Loan Finance
      LLC; LeverageSource III S.a.r.l.; Ares Management LLC;
      Bank of Scotland, DZ Bank AG; Kolberg Kravis Roberts & Co.
      (Fixed Income) LLC and UBS AG;

(ii) Wilmington Trust Company as trustee for 8.375% senior
      notes due 2015 in the principal amounts of $615 million
      and EUR500 million issued pursuant to a 2015 Notes
      Indenture; and

(iii) an ad hoc group of 2015 Noteholders composed of Arrowgrass
      Master Fund Ltd.; Arrowgrass Distressed Opportunities Fund
      Limited; Basso Credit Opportunities Holding Fund Ltd.;
      Basso Fund Ltd.; Basso Multi-Strategy Holding Fund Ltd.;
      Columbus Hill Partners, L.P.; Columbus Hill Overseas,
      Ltd.; CQS Directional Opportunities Master Fund Limited;
      Kivu Investment Fund Limited; Mariner LDC; Caspian Capital
      Partners, LP; Caspian Select Credit Master Fund, Ltd.; CVI
      GVF (Lux) Master S.a.r.l.; Fortelus Special Situations
      Master Fund Ltd., and Panton Master Fund, L.P.

The Debtors and Creditors Committee note that their request
supersedes the original Lender Litigation Settlement Motion dated
December 24, 2009; the Creditors Committee's objection; and the
Debtors' reply with respect to the Lender Litigation Settlement.

Counsel to the Debtors, George A. Davis, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, relates that the Revised
Settlement resolves all claims brought by the Creditors Committee
in an action against the Financing Party Defendants as a result
of a December 20, 2007 merger of Lyondell Chemical Company and
Basell AF S.C.A.  The Revised Settlement will provide eligible
unsecured creditors with a significant guaranteed recovery and
the opportunity to capture substantial additional recovery
through future litigation against the defendants in the Committee
Action who are not party to the Revised Settlement and other
matters, he notes.

Mr. Davis discloses that the Debtors, the Creditors Committee,
the Financing Party Defendants, Wilmington Trust Company, and the
2015 Notes Ad Hoc Group engaged in extensive further negotiations
and have made substantial progress toward resolution of the few
issues that remained open at the time the Revised Settlement was
announced on February 16, 2010.  All major terms of the
settlement appear to have been resolved and the parties are very
close to execution of definitive documentation for the settlement
agreement, he says.  Until that definitive documentation is
finalized, however, the parties to the Revised Settlement reserve
all rights as to both the agreement and related proposed order,
he relates.

The salient terms of the Revised Settlement are:

  (a) dismissal of all claims asserted against the Financing
      Party Defendants and Secured Lenders in the Committee
      Action and in the complaint in intervention of Bank of New
      York Mellon, and releases of these claims;

  (b) dismissal of all claims asserted by Wilmington Trust in
      the adversary proceeding against LyondellBasell Industries
      AF S.C.A.;

  (c) $450 million in settlement consideration, to be
      distributed on the effective date of any plan of
      reorganization to holders of General Unsecured Claims
      against Debtors that are subject to the Financing Party
      Defendants' secured or unsecured claims, including to
      holders of 2015 Notes Claims.  The $450 million consists
      of (i) $300 million in cash, and (ii) $150 million in
      Class A Shares of New Topco, funded by a $75 million
      reduction in the equity to be received by each of the
      Senior Secured Claim class and the Bridge Loan Claim class
      under the Debtors' Third Amended Joint Plan of
      Reorganization;

  (d) contribution to the Debtors' estates of the Financing
      Party Defendants' right to enforce all subordination and
      turnover provisions against the 2015 Noteholders pursuant
      to a December 20, 2007 Intercreditor Agreement;

  (e) discontinuance by the Debtors of claims asserted pursuant
      to Section 544 of the Bankruptcy Code in the Committee
      Action against former shareholders of pre-Merger Lyondell
      except for those claims against Access Industries and the
      director defendants in the Committee Action and
      abandonment by the Debtors of their rights to further
      pursue these claims.

  (f) a provision in the Amended Plan, for contribution by
      holders of General Unsecured Claims, the deficiency claims
      of the Secured Lenders and 2015 Notes Claims to a
      "Creditor Trust" of the state law claims of these holders
      for the avoidance of prepetition transfers by the Debtors;
      that Trust will be established for purposes of prosecution
      of the state law avoidance claims and distribution of
      proceeds of the claims;

  (g) transfer of (i) all remaining claims asserted in the
      Committee Action, and (ii) certain preference actions, to
      a "Litigation Trust" to be established under the Amended
      Plan for the purposes of prosecution and distribution of
      proceeds;

  (h) an order barring claims for contribution against settling
      defendants in the Committee Action and related provisions
      for the reduction of judgments against defendants who are
      not party to the Revised Settlement;

  (i) the agreement by holders of deficiency claims on account
      of Senior Secured Claims and Bridge Loan Claims that
      recoveries on account of these claims from settlement
      consideration are possible only from recoveries obtained
      by the Creditor Trust and the Litigation Trust, in the
      aggregate, in excess of the amounts needed to satisfy
      General Unsecured Claims and 2015 Notes Claims in full;

  (j) the grant of $20 million by the Debtors to fund the
      Creditor Trust and the Litigation Trust;

  (k) payment, as allowed administrative expenses, of certain
      fees and expenses of Wilmington Trust and the 2015 Notes
      Ad Hoc Group;

  (l) continued payment and reimbursement of the expenses of the
      prepetition agents;

  (m) indemnification of Deutsche Bank Trust Company as
      administrative agent under a Senior Secured Credit
      Agreement with the Debtors and Merrill Lynch Capital
      Corporation for actions taken to effectuate the
      transactions contemplated by the Revised Settlement;

  (n) elimination of the $250,000 limitation imposed by the DIP
      Financing Order upon the payment of the fees and expenses
      of the Creditors Committee in connection with
      investigating and prosecuting the claims asserted in the
      Committee Action, which will be payable subject to the
      compensation procedures established in the Debtors'
      Chapter 11 cases;

  (o) support, by the Creditors Committee, Wilmington Trust, and
      the 2015 Notes Ad Hoc Group, of the Amended Plan or any
      other plan proposed by the Debtors that is consistent with
      the Revised Settlement; and

  (p) withdrawal of any and all pending objections to the
      Amended Plan, its related disclosure statement, and the
      Debtors' motion to approve the Equity Commitment Agreement
      by the Creditors Committee, Wilmington Trust and the 2015
      Notes Ad Hoc Group subject to refiling only in the event
      the order approving the Revised Settlement is vacated,
      reversed, modified or amended prior to the date of payment
      of the $450 million under the Revised Settlement.

                      Parties Objected

In separate filings, ConocoPhillips Company and an ad hoc
committee of claimants under a December 20, 2007 Bridge Loan
Agreement with the Debtors oppose the Debtors' revised lender
litigation settlement with the Official Committee of Unsecured
Creditors, the Financing Party Defendants, Wilmington Trust
Company and a 2015 Noteholders ad hoc group.

ConocoPhillips contends that certain provisions of the Revised
Settlement (i) would dramatically alter creditor rights and (ii)
were not included in the original Lender Litigation Settlement.
Specifically, ConocoPhillips points out that the Revised
Settlement would:

  (a) render a substantive consolidation of unsecured creditors
      and a disallowance of all guaranty and indemnity claims
      held by unsecured creditors; and

  (b) dictate other provisions in the Debtors' Third Amended
      Joint Plan of Reorganization that would negatively
      impact creditors, including:

      -- litigation and distribution procedures that would
         impact creditor distributions and the conduct of
         litigation;

      -- dilution of unsecured creditors through allowance of
         more than $1.3 billion in noteholder claims; and

      -- approval of $16 million in professional fees without an
         opportunity for creditors and parties-in-interest to
         review these fees.

FCCD Ltd.; FCCO Ltd.; and Cerberus Series Four Holdings, LLC,
make up the Ad Hoc Committee of Bridge Loan Claimants.  The
Bridge Loan Claimants' counsel, Shalom L. Kohn, Esq., at Sidley
Austin LLP, in New York, counsel to the Bridge Loan Claimants,
explains that the Revised Settlement was negotiated between the
Financing Party Defendants and five institutions which arranged
the second-lien Bridge Loans.  Parties -- including the Bridge
Loan Claimants -- that obtained their Bridge Loan positions by
assignment from the Arranger Bridge Lenders are not parties to the
Revised Settlement.  The Bridge Loan Claimants asked the Court
that any order approving the Revised Settlement should clarify
that it will not operate to prejudice the rights of the Bridge
Loan Claimants or any other party which was not a party to the
Revised Settlement.

In response, counsel to the Debtors, Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP, New York, asserts that the
Bridge Loan Claimants assert incorrectly that the subordination
rights belong individually to each of the Bridge Lenders.  In this
context, parties holding over 85% of the Bridge Debt have signed
the Revised Settlement under which they obligate themselves to
instruct Wilmington Trust as indenture under the 2015 Notes to
assign the subordination rights to the Debtors, he says.

As to ConocoPhillips' objections, Mr. Ellenberg clarifies that
the Revised Settlement does not substantively consolidate
debtors, instead it creates a pot of assets to be shared by all
general unsecured creditors of the Debtors that were subject to
claims or liens attacked in the action commenced by the Creditors
Committee against the Debtors' prepetition lenders and directors.
Moreover, there is nothing in the Bankruptcy Code that precludes
a pro rata distribution of the settlement fund to all affected
general unsecured creditors, or to make that distribution on the
basis of single claims, without regard to guaranty claims, he
points out.  ConocoPhillips asserts a primary claim against
Basell USA and a guaranty claim against LyondellBasell Industries
AF S.C.A. but for the Revised Settlement, ConocoPhillips might
have received $0 recovery on its claims, he notes.

                       *     *     *

Judge Gerber approved the Revised Settlement on March 11, 2010, in
its entirety and all of its terms are incorporate by reference in
the order.  Objections to the Revised Settlement not previously
withdrawn, waived or settled, and all reservations of rights were
overruled.

A full-text copy of the fully-executed Revised Settlement is
available for free at:

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

"The settlement is overwhelmingly in the best interests of the
estate," Judge Gerber was quoted as saying at March 11, 2010
hearing on the Revised Settlement, Reuters disclosed.

Any objections to the original lender litigation settlement
Will be suspended as of March 11, 2010, and on the date that
$450 million in settlement consideration, to be distributed
on the effective date of any plan of reorganization to holders
of General Unsecured Claims against Debtors that are subject
to the Financing Party Defendants' secured or unsecured claims,
including to holders of 2015 Notes Claims will be deemed
withdrawn, Judge Gerber ruled.

In overruling ConocoPhillips and the Bridge Loan Claimants'
objection to the Revised Settlement, Judge Gerber commented that
these parties are trying to "cherry-pick" what they did not like,
while reserving their ability to avail themselves of parts of any
bankruptcy resolution they preferred, Reuters said.  Judge Gerber
pointed out that ConocoPhillips might raise its objection to
confirmation of the 3rd Amended Plan, not the settlement, Reuters
adds.

A full-text copy of the Revised Settlement Order dated March 11,
2010, is available for free at:

    http://bankrupt.com/misc/Lyondell_Mar11RevSettlmntOrd.pdf

                     About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

LyondellBasell Industries AF S.C.A. and another affiliate were
voluntarily added to Lyondell Chemical's reorganization filing
under Chapter 11 on April 24, 2009, in order to seek protection
against claims by certain financial and U.S. trade creditors.  On
May 8, 2009, LyondellBasell Industries added 13 non-operating
entities to Lyondell Chemical Company's reorganization filing
under Chapter 11 of the U.S. Bankruptcy Code.  All of the entities
are U.S. companies and were added to the original Chapter 11
filing for administrative purposes.

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


LYONDELL CHEMICAL: U.S. Court OKs Equity Commitment Agreement
-------------------------------------------------------------
U.S. Bankruptcy Judge Robert Gerber approved Lyondell Chemical
Co.'s equity commitment agreement with LeverageSource (Delaware),
LLC, an affiliate of Apollo Management VII, L.P., AI LBI
Investment, LLC, an affiliate of Access Industries, Inc., and Ares
Corporate Opportunities Fund III, L.P., as rights offering
sponsors on March 11, 2010.

The salient terms of the ECA are:

(a) Certain secured creditors, which debt will be converted into
    a substantial majority of the Class A ordinary shares of
    LyondellBasell Industries, N.V., or "New TopCo" that will be
    distributed under the Second Amended Joint Plan of
    Reorganization, will be offered the opportunity to purchase
    up to their pro rata share of 240,339,302 Class B Shares of
    New TopCo, subject to reduction, and 23,562,677 additional
    Class B Shares will be purchased by the Rights Offering
    Sponsors, both at a purchase price of $10.61 per share.  Any
    shares not purchased by the Eligible Creditors in the Rights
    Offering will be sold to the Rights Offering Sponsors or
    their affiliates.  The total new capital to be raised
    through the Rights Offering totals $2.8 billion.

(b) In consideration of the Backstop Commitment and to
    compensate the Rights Offering Sponsors for undertaking the
    risk and committing to purchase all $2.8 billion of equity
    should the need arise, the Debtors will pay the Rights
    Offering Sponsors a fee of $69,750,000, to be distributed to
    the Rights Offering Sponsors on the effective date of the
    Plan.  The Backstop Fee is equal to approximately 2.5% of
    the total Backstop Commitment of the Rights Offering
    Sponsors.

(c) The Debtors will reimburse or pay, as the case may be, up to
    $17 million of the fees and expenses reasonably incurred by
    the Rights Offering Sponsors with respect to the Rights
    Offering, including the reasonable fees and expenses of
    counsel and other professionals for the Rights Offering
    Sponsors and the reasonable fees and expenses of any other
    professionals retained by Rights Offering Sponsors, with the
    approval of the Debtors.

(d) Prior to the effective date of the Plan, the Eligible
    Creditors' rights to subscribe for Class B Shares will be
    automatically transferred in connection with a transfer of a
    claim with respect to which rights are granted as of the
    record date for the Rights Offering.  The rights will not be
    transferable separately from a Rights Claim.  The Debtors
    will seek to obtain a Bankruptcy Court order that prohibits
    direct or indirect transfers of rights, including:

       (i) derivatives, options, swaps, pledges, forward sales
           or other transactions in which any Person receives
           the right to own or acquire a right, a Rights Claim
           or a Class B Share; any current or future interest in
           any right, Rights Claim or a Class B Share or the
           right to receive any economic benefit with respect to
           any right, Rights Claim or a Class B Share other than
           through a sale of a Rights Claim together with the
           rights related; and

      (ii) any direct or indirect transfer of a Rights Claim,
           whether through a direct transfer or through a
           derivative, option, swap, pledge, forward sale or
           other transaction, in which the transferor would
           retain, directly or indirectly, any related rights,
           Class A Shares or Class B Shares or have the right,
           directly or indirectly, to acquire or own any current
           or future interest in any related rights, Class A
           Shares or Class B Shares or economic benefit in
           respect of any related rights, Class A Shares or
           Class B Shares.

(e) The Debtors will indemnify the Rights Offering Sponsors,
    their affiliates and directors, from and against any and all
    losses, claims, damages, liabilities and reasonable
    expenses, joint or several, to which any Indemnified Party
    may become subject arising out of any claim, challenge,
    litigation, investigation or proceeding with respect to the
    Rights Offering, the ECA, the Backstop Commitment, or the
    transactions specifically contemplated until the earlier of
    the termination date of the ECA or the effective date of the
    Plan.

(f) The ECA will terminate automatically if a court finds in a
    final, nonappealable order that the ECA is unenforceable.
    The Rights Offering Sponsors and LyondellBasell Industries
    AF S.C.A. both have the right to terminate the ECA under
    certain conditions, including, if the transactions
    contemplated by the ECA have not occurred by June 3, 2010;
    if the Debtors' Chapter 11 cases are dismissed or converted
    to cases under Chapter 7 of the Bankruptcy Code; or if the
    Debtors, LBI or New TopCo makes a public announcement,
    enters into an agreement, or files any pleading or document
    with the Court in support of a competing transaction for an
    equity investment.  In addition, only the Rights Offering
    Sponsors may terminate the ECA if certain other conditions
    are not met, including, if the Court has not entered an
    order approving the ECA Motion by February 8, 2010; if the
    Court has not entered an order approving the Disclosure
    Statement by April 6, 2010; or if the Court has not entered
    an order confirming the Plan by May 20, 2010.

    Under certain circumstances, in the event the ECA is
    terminated, the Rights Offering Sponsors may be entitled to
    an additional payment of $50,000,000, in the aggregate, if
    LBI subsequently consummates a competing transaction.  The
    Termination Fee, which is equal to approximately 1.79% of
    the total Backstop Commitment of the Rights Offering
    Sponsors, is not payable if the competing transaction, or
    other alternative transaction, is with Reliance Industries
    Limited.

(g) Closing of the transactions contemplated by the ECA are
    subject to customary closing conditions, including receipt
    of appropriate regulatory approvals.  The Debtors do not
    anticipate any difficulties obtaining these approvals.

(h) The effectiveness of the ECA is subject to Bankruptcy Court
    approval.

All objections to the ECA Motion, if any, that have not been
withdrawn, waived or settled, and all reservation of rights are
overruled, Judge Gerber held.

The Debtors are authorized and directed to pay to the Rights
Offering Sponsors, in full, in cash and in accordance with the
ECA, a backstop fee and the reasonable costs and expenses
incurred by the Rights Offering Sponsors, and if and
when it becomes payable, a termination fee, without further
filing with or order of the Court.

The fees and expenses to be paid by the Debtors pursuant to the
ECA are approved as reasonable and accorded the status of
administrative expense claims pursuant to Section 503(b)(1) of
the Bankruptcy Code.

Judge Gerber ruled that direct and indirect transfers of rights,
in which the transferor would retain, directly or indirectly, any
related rights, Class A Shares or Class B Shares or otherwise
have the right, directly or indirectly, to acquire or own any
current or future interest in any related rights, Class A Shares
or Class B Shares or economic benefit in respect of any related
rights, Class A Shares or Class B Shares are prohibited.

However, if a transferor who held a Rights Claim as of the record
date for the Rights Offering has transferred that Rights Claim
together with the related rights, that transferor will not be in
violation of the order so long as, immediately after the
effective date of the Debtors' Third Amended Joint Plan of
Reorganization, it transfers to the transferee of the Rights
Claim (i) any and all Class B Shares issued with respect to any
validly exercised rights and (ii) any and all Class A Shares
issued with respect of that Rights Claim.

The Debtors are authorized to provide and perform the indemnities
set forth in the ECA.  Moreover, the Rights Offering Sponsors are
granted all rights and remedies provided to them under the ECA.

A full-text copy of the ECA Order dated March 11, 2010, is
available for free at:

       http://bankrupt.com/misc/Lyondell_Mar11ECAOrd.pdf

                     About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

LyondellBasell Industries AF S.C.A. and another affiliate were
voluntarily added to Lyondell Chemical's reorganization filing
under Chapter 11 on April 24, 2009, in order to seek protection
against claims by certain financial and U.S. trade creditors.  On
May 8, 2009, LyondellBasell Industries added 13 non-operating
entities to Lyondell Chemical Company's reorganization filing
under Chapter 11 of the U.S. Bankruptcy Code.  All of the entities
are U.S. companies and were added to the original Chapter 11
filing for administrative purposes.

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


LYONDELL CHEMICAL: U.S. Court OKs Reorganization Plan Outline
-------------------------------------------------------------
Judge Robert E. Gerber of the United States Bankruptcy Court for
the Southern District of New York approved on March 11, 2010, the
Disclosure Statement accompanying Lyondell Chemical Company and
its debtor-affiliates' Third Amended Joint Plan of Reorganization
dated March 10, 2010.

The ruling came at the end of a seven-hour hearing, according to
Tiffany Kary of Bloomberg News.  The Disclosure Statement hearing
was previously scheduled for March 8, but was moved to March 11.

Judge Gerber ruled that the 3rd Amended Disclosure Statement
contains "adequate information" within the meaning of Section 1125
of the Bankruptcy Code that would enable creditors to vote on
whether to accept or reject the Plan.

"[T]he existing disclosure is satisfactory," Judge Gerber held,
overruling objections from a group of lenders that included
affiliates of hedge fund Fortress Investment Group LLC and
Cerberus Partners LP, both based in New York, Bloomberg reports.

The group, which called itself the Ad Hoc Committee of Bridge Loan
Claimants, insisted that the Debtors provide an explanation of the
precipitous drop in enterprise value of the reorganized company
from the valuation prepared by Duff& Phelps in January 2009 to the
current valuation in the Third Amended Plan of Reorganization.
"This alleged drop set out in the Disclosure Statement for the
Second Amended Joint Plan of Reorganization was swift and
dramatic, however, there is no discussion of the Duff & Phelps
valuation in the 3rd Amended Disclosure Statement," Shalom L.
Kohn, Esq., at Sidley Austin LLP, in New York, counsel to the
group, argued.  Mr. Kohn added that projections relied upon in the
Third Disclosure Statement have proven to be dramatically
incorrect.

Judge Gerber, however, pointed out that the group was improperly
using the Disclosure Statement hearing to pursue "trading agendas"
and demanded that the group disclose its equity, debt, or short
positions in the company.

Judge Gerber said the group could pursue their challenge to
Lyondell's valuation at a later hearing over final confirmation of
the plan, to be held April 23, 2010.  Objections to the
confirmation must be in writing; state the name of the objecting
party; specify the basis of any objection and served so as to be
actually received no later than 4:00 p.m. on April 14, 2010.

All other objections to the 3rd Amended Disclosure Statement not
otherwise settled or withdrawn are overruled, the Court held.

A full-text copy of the Disclosure Statement Order entered on
March 11, 2010, is available for free at:

       http://bankrupt.com/misc/Lyondell_Mar11DSOrder.pdf

               Third Amended Plan Modifications

Prior to entry of the Disclosure Statement Order, the Debtors
filed with the Court:

  (a) an interim draft copy of the Disclosure Statement
      filed on March 8, 2010, accompanying the Debtors' Third
      Amended Plan, as modified on March 6, 2010; and

  (b) a further revised draft of the Disclosure Statement,
      accompanying the Third Amended Plan, both filed on March
      10, 2010.

To recall, the Debtors filed a 3rd Amended Plan on February 16,
2010, as an exhibit to the Debtors' settlement agreement with The
Bank of New York Mellon and the Bank of New York Mellon Trust
Company, N.A.  Subsequently, the Debtors submitted a modified
Third Amended Plan on March 6, 2010, as an exhibit to the Debtors'
revised lender litigation settlement with the Official Committee
of Unsecured Creditors, Wilmington Trust Company, the Financing
Party Defendants and a 2015 Noteholders ad hoc group.

The Financing Party Defendants is composed of Citibank, N.A.;
Citibank International plc; and Citigroup Global Markets Inc.;
Goldman Sachs Credit Partners, L.P. and Goldman Sachs
International; Merrill, Lynch, Pierce, Fenner & Smith and Merrill
Lynch Capital Corporation; ABN AMRO Inc. and The Royal Bank of
Scotland, N.V., f/k/a ABN Amro Bank N.V.; UBS Securities LLC and
UBS Loan Finance LLC; LeverageSource III S.a.r.l.; Ares
Management LLC; Bank of Scotland, DZ Bank AG; Kolberg Kravis
Roberts & Co. (Fixed Income) LLC and UBS AG.

Wilmington Trust Company is the trustee for 8.375% senior notes
due 2015 in the principal amounts of $615 million and
EUR500 million issued pursuant to a 2015 Notes Indenture.

The ad hoc group of 2015 Noteholders is composed of Arrowgrass
Master Fund Ltd.; Arrowgrass Distressed Opportunities Fund
Limited; Basso Credit Opportunities Holding Fund Ltd.; Basso Fund
Ltd.; Basso Multi-Strategy Holding Fund Ltd.; Columbus Hill
Partners, L.P.; Columbus Hill Overseas, Ltd.; CQS Directional
Opportunities Master Fund Limited; Kivu Investment Fund Limited;
Mariner LDC; Caspian Capital Partners, LP; Caspian Select Credit
Master Fund, Ltd.; CVI GVF (Lux) Master S.a.r.l.; Fortelus
Special Situations Master Fund Ltd., and Panton Master Fund, L.P.

                March 8 Disclosure Statement

Counsel to the Debtors, Andrew M. Troop, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, relates that the interim draft
of the 3rd Amended Disclosure Statement was provided to assist
parties-in-interest on March 8, 2010, as they prepared for the
hearing on the Disclosure Statement that was scheduled for
March 11.  The interim draft reflected resolutions on formal and
information objections that were filed against the 2nd Amended
Disclosure Statement.

Specifically, the 3rd Amended Disclosure Statement contains
detailed information about Reliance Industries, Ltd.'s offer for
LyondellBasell's assets, a modified claims recovery and amended
financial disclosures.

                       Reliance Bid

In line with the Reliance bid, Mr. Troop disclosed that during
the three months after receipt of Reliance's expression of
interest, the Debtors afforded Reliance the opportunity to
undertake an extensive due diligence review of LyondellBasell.
Among others, LyondellBasell and its advisors: dedicated three
days of management time for face-to-face presentations and
question and answer sessions and participated in many other
meetings and telephone calls with Reliance and its advisors.
After receiving feedback from the financial advisors to some of
LyondellBasell's large creditors and having had the opportunity
to review the Debtors' First Amended Plan of Reorganization and
related Disclosure Statement, Reliance submitted another non-
binding proposal on December 18, 2009.

The December 18 Proposal permitted creditors to receive a greater
economic ownership interest in the Reorganized LyondellBasell
than was possible under its original proposal, and incorporated
certain elements of the Debtors' reorganization plan, including a
backstopped rights offering, Mr. Troop notes.  The December 18
Proposal, however, did not provide a better transaction for the
Debtors' estates constituents as a whole or a more confirmable
plan of reorganization for these cases than the Plan, he points
out.  Thus, on February 7, 2010, the Debtors' financial advisors
requested that Reliance provide its final and best proposal by
February 19, 2010.

In response to the Debtors' February 7 letter, Reliance delivered
a further non-binding expression of interest on February 21,
2010, which increased the purchase price for Reliance's direct
equity investment in LyondellBasell and, under certain
alternatives, provided a limited fund from which creditors could
elect to "cash out" some, or depending on the amount of holders
so electing, all of their holdings, he explains.  The February 21
Proposal, however:

  * did not assure a higher overall value for LyondellBasell
    than that upon which the Plan is based;

  * continued to provide Reliance with effective control over
    LyondellBasell, even if it owned only minority position and
    did not pay a premium;

  * continued to rely on future profit opportunities to support
    any meaningful economic difference from the current Plan in
    terms of value to be received by creditors; it did not put
    any Reliance assets at risk should a transaction be pursued
    and fail; and

  * did not compensate the Debtors' estates for delay and
    associated costs.

After the Debtors' Management Board and independent Supervisory
Board members analyzed the February 21 Proposal, the Debtors
concluded that it is not higher and better than the Plan and,
thus, did not warrant deviation from the Plan and assuming
associated execution risk, Mr. Troop told the Bankruptcy Court.

Aside from the Reliance bid, the additional disclosures under the
3rd Amended Disclosure Statement are:

  * On the Effective Date, Lyondell will issue new warrants.

  * Several governmental entities brought about 44 lawsuits
    against certain LyondellBasell entities, including Lyondell
    and Equistar Chemicals, LP, alleging that the gasoline
    additive MTBE has contaminated drinking water resources.
    in various state and federal courts.  Of the 44 lawsuits, 25
    were recently settled for de minimis consideration.  The
    lawsuits are not subject to the automatic stay under the
    "governmental entity" exception and are, thus, being
    actively litigated.  The Plaintiffs in the State Court
    Actions also filed claims in the Bankruptcy Court.  Certain
    LyondellBasell entities have obtained outright dismissal
    from several of the prior cases without payment of any
    settlement and have settled other cases for less than
    one-tenth of one percent of the total money paid by the
    defendants.  Although the State Court Actions are going
    forward, any claims that arise from those proceedings are
    prepetition, General Unsecured Claims in the Debtors'
    Chapter 11 Cases.

  * Houston Refining, LP filed an unfair labor practice charge
    with the National Labor Relations Board seeking to compel
    the United Steel, Paper and Forestry, Rubber, Manufacturing,
    Energy, Allied, Industrial and Service Workers International
    Union's signature of an extension of a collective bargaining
    agreement through January 30, 2012.  The NLRB Regional
    Director dismissed the charge, ruling that the union and
    Houston Refining did not achieve "a meeting of the minds."
    Houston Refining appealed to the NLRB General Counsel, who
    affirmed there was "no meeting of the minds" and further
    ruled that there is no 2009-2012 CBA.  The Union disagreed
    with Houston Refining's representations with respect to the
    status of the collective bargaining agreement and the
    meaning of the NLRB's determinations.  The Union and Houston
    Refining executed a memorandum of agreement on January 20,
    2010, which provides that the new collective bargaining
    agreement becomes effective on January 20, 2010, and expires
    on January 31, 2012.

  * The Internal Revenue Service filed proofs of claim against
    the Debtors, alleging unsecured priority tax claims for the
    tax years 2005 through 2008 aggregating $258,525,763.  As a
    result of an ongoing audit of the relevant tax years, the
    IRS has agreed to reduce the amount of the IRS Claim to
    $113,466,520.  The Debtors are contesting the full amount of
    the IRS Claim.  The Debtors also assert tax refunds and
    credits for of $183,676,015, which the IRS is reviewing as
    part of its ongoing audit of the Debtors.

                     Modified Claims Recovery

The 3rd Amended Disclosure Statement also reflects modified
estimated aggregate claim amounts and recoveries for the classes
of claims:

                           Estimated
Class/Designation          Recovery         Claim Amt
-----------------          ---------       ------------
-- Administrative            100%       $165 mil. to $244 mil.

-- DIP New Money             100%            $2.168 mil.
   Claims and DIP
   ABL claims

-- Priority Tax              100%        $4.5 mil. to $15 mil.
   Claims

1 Priority Non-             100%        $0.3 mil. to $0.8 mil.
   Tax Claims

2 Secured Tax               100%         $10 mil. to $16 mil.
   Claims

4 Senior Secured          72%, plus          $9.45 bil.
   Claims                  any excess
                           recoveries

5 Bridge Loan             6.3%, plus        $8.297 bil.
   Claims                  any excess
                           Recoveries

6 Other Secured             100%        $232 mil. to $320 mil.
   Claims

7-A General Unsecured       16.8%, plus  $700 mil. to $1.11 bil.
   Claims against the      any recovery
   Non-Schedule III        from the
   Obligor Debtors         Litigation
                           Trust and Creditor
                           Trust

7-B General Unsecured       0 to 100%    $1.1 bil. to $1.53 bil.
   Claims against Non-
   Obligor Debtors

7-C General Unsecured         [__%]        $96 mil. to $186 mil.
   Claims and Senior/
   Bridge Guarantee
   Claims against
   Millennium Specialty
   Chemicals, Millennium
   Petrochemicals Inc. and
   Millennium Us Op Co. LLC

7-D General Unsecured         [__%]       $259 mil. to $291 mil.
   Claims and Senior/
   Bridge Deficiency
   Claims against
   Schedule III
   Obligor Debtors

8 2015 Notes Claims      16.8%, plus           $1.351 bil.
                          any recovery from
                          the Litigation Trust
                          and Creditor Trust

14 Equity Interests in         N/A                    $0
   Debtors, other than
   Debtors LyondellBasell
   Finance Company;
   LyondellBasell AF GP,
   and LyondellBasell
   Industries AF S.C.A.

Non-Schedule III Obligor Debtors are Debtors that are not Schedule
III Obligor Debtors.  A list of Schedule III Obligor Debtors is
available for free at:

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

A list of sub-classes under Class 7-B is available for free at:

   http://bankrupt.com/misc/Lyondell_Class7BSubclasses.pdf

                    Amended Financial Disclosures
                Under the March 8 Disclosure Statement

Based on an amended liquidation analysis, the Debtors revised the
estimated recovery of these classes in the event of a Chapter 7
liquidation of the Debtors:

                                       Estimated Recovery
Class            Description        under Chap. 7 Liquidation
-----            -----------        -------------------------
  3          DIP Roll-Up Claims                 41%
  4          Senior Secured Claims               8%
7-A         General Unsecured Claims         16.8%
             Against the Non-Schedule III
                Obligor Debtors
  7-C        General Unsecured Claims         24.7%
             Against MSC and MPI ?

  7-C        General Unsecured Claims         16.8%
             Against MPCO

  7-D        General Unsecured Claims         16.8%
             Against Schedule III Obligor
             Debtors

    8        2015 Notes Claims                16.8%

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

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

Evercore Group L.L.C. has amended its analysis of the estimated
reorganization enterprise values of LyondellBasell,
LyondellBasell's U.S. businesses, LyondellBasell's non-U.S.
businesses, the F&F Business, and the Acetyls Business.  The
Debtors' Reorganization Valuation Analysis assumes an effective
date of April 30, 2010, and the date of the valuations is as of
April 30, 2010.

Under the amended reorganization valuation analysis, the range of
the total reorganization value for consolidated LyondellBasell is
increased at $14.20 billion to $16.20 billion, with a midpoint of
$15.20 billion, compared to a $13.50 billion to $15.50 billion,
with a midpoint of $14.50 billion in the Second Amended
Disclosure Statement.

In addition, LyondellBasell Industries N.V., referred to as
New Topco's implied total reorganization equity value has an
increased range of $9.03 billion to $11.03 billion, with a
midpoint of $10.03 billion, compared to $7.97 billion to
$9.97 billion, with a midpoint of $8.97 billion set forth in
the Second Amended Disclosure Statement.  After deducting a
range of estimated reorganization value for the New Warrants
of about $85 million to $117 million with a midpoint of
$101 million, the implied reorganization equity value of New
Topco will range from $8.95 billion to $10.91 billion, with a
midpoint of $9.94 billion.  The Second Amended Disclosure
Statement valued the New Warrants from $85 million to
$117 million with a midpoint of $82 million.  Similarly, the
implied reorganization equity value under the Second Amended
Disclosure Statement ranged from $7.90 billion to $9.87 billion,
with a midpoint of $9.94 billion.

The implied reorganization equity value of New Topco assumes
that the Effective Date has occurred and that the $2.55 billion
Rights Offering and a $250 million Private Sale have been
consummated.  After taking into account the issuance of New
Common Stock in connection with the $2.55 billion Rights Offering
and the $250 million Private Sale, each Purchase Price, Evercore
estimates the potential per share price based on the implied
reorganization equity value will range from $15.87 to $19.35, with
a midpoint of $17.61, in contrast to the $14.01 to $17.51 range
set forth in the Second Amended Disclosure Statement.

A full-text copy of the Total Enterprise Value of LyondellBasell
is available for free at:

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

The Debtors also disclosed their amended estimates of the future
performance of the Reorganized Debtors and non-Debtors on an
aggregate basis, for the next five years, and the 10 years
thereafter.  A full-text copy of the Amended Projections is
available for free at:

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

The Debtors estimate that New Topco will issue about 158 million
Class A shares in exchange for the transfer to its possession of
the LBHBV shares.  A summary of New Topco's direct issuance of
stock is available for free at:

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

                        March 10 Plan

The March 10 3rd Amended Plan, on the other hand, contains certain
disclosures and changes, modified claims treatment and comparative
analyses.

The additional disclosures are:

  (1) The Debtors added a term in the Revised Settlement stating
      that in settlement of all issues related to 7.625% senior
      unsecured notes of Millennium America Inc. due 2026 in the
      principal amount of $241 million, subject to satisfaction
      of certain "Millennium Notes Plan Conditions," the holders
      of the Millennium Notes Claims will receive, on the
      effective date, distributions in an amount equal to
      $85.420 million, which will be provided 50% in Cash and
      50% in Class A shares.  The Millennium Notes Plan
      Conditions, subject to the Revised Settlement are:

      (a) all funds managed by Aurelius Capital Management, LP
          and Appaloosa Management LP have executed plan support
          agreements by March 11, 2010, and these agreements have
          not been breached or terminated by a Specified
          Millennium Noteholder:

      (b) Law Debenture Trust Company of New York as trustee for
          the holders of the Millennium Notes has not objected
          to or appealed the approval of the Revised Settlement;

      (c) Law Debenture has not objected to confirmation of the
          3rd Amended Plan or appealed the order confirming
          the 3rd Plan; and

      (d) Law Debenture has taken no further action, directly or
          indirectly, to prosecute its motion to seek standing
          to pursue claims that the Debtors' estates may have
          relating the granting by certain obligor Debtors of
          guarantees to Wilmington Trust.

  (2) Although the Debtors and the U.S. Environmental Protection
      Agency and state environmental agencies have negotiated a
      settlement in principle of various environmental issues as
      contemplated under a Environmental Custodial Trust in the
      3rd Amended Plan, if the Debtors and the EPA and state
      environmental agencies are unable to reach a definitive
      settlement, or are unable to obtain requisite approvals of
      any settlement prior to the Plan confirmation hearing, the
      Debtors reserve their right to take any or all of these
      steps:

      (a) contribute some or all of the wind-up funds that the
          Reorganizing Debtors will contribute to a Millennium
          Custodial Trust to "Schedule III Debtors," or the
          amount of the funds to individual Schedule III
          Debtors, as the Bankruptcy Court may approve, in
          exchange for releases of liability from the Schedule
          III Debtors as contemplated by the 3rd Amended Plan;

      (b) seek Bankruptcy Court approval of the Environmental
          Custodial Trust and the releases of liability to be
          provided in connection with the creation and approval
          of the Environmental Custodial Trust over the
          objection of the EPA and state environmental agencies;

      (c) seek confirmation of the 3rd Amended Plan with the
          subsequent approval of the settlement being a
          condition to the Effective Date; or

      (d) convert the Chapter 11 cases of some or all of the
          Schedule III Debtors to cases under Chapter 7.

  (3) With respect to a Litigation Trust, the 3rd Amended Plan
      provides that to the extent the Debtors obtain net
      recoveries from any Preference Claims prior to the
      Effective Date, these net recoveries will be allocated in
      this manner:

        (i) 90% to be held by the Debtors, not subject to any
            lien, claim or any equitable interest of the
            Debtors, for the benefit of holders of Allowed
            General Unsecured Claims, and

       (ii) 10% to the Debtors for the benefit of their estates.

  (4) The 3rd Amended Plan provides that to the extent the
      interests in the Litigation Trust and Creditor Trust are
      deemed to be "securities," the issuance of these interests
      under the Plan are exempt, pursuant to Section 1145 of the
      Bankruptcy Code, from registration under the Securities
      Act, and any applicable state and local laws requiring
      registration of securities.

  (5) To the extent that any Insurance Policy or Insurance
      Agreement provides or may provide coverage for claims
      relating to a July 18, 2008, crane collapse at the
      Debtors' oil refinery in Houston, Texas for which the
      automatic stay has been modified pursuant to a stipulation
      filed March 10, 2009, to pursue and liquidate outside of
      the Bankruptcy Court or for which proofs of claim have
      been timely and validly filed, nothing in the 3rd Amended
      Disclosure Statement, the 3rd Amended Plan, a Plan
      Supplement, a Confirmation Order or any other order of
      the Bankruptcy Court will have the effect of discharging,
      or otherwise impairing the rights of any holder of
      any Crane Accident Claims to prosecute those Crane
      Accident Claims against the Debtors to judgment or
      settlement in an appropriate court and assert claims for
      coverage under or against the Debtors' Insurance Policies
      and Insurance Agreements and to recover on account of any
      claims from the Debtors' Insurance Policies and Insurance
      Agreements.

  (6) To the extent the Millennium Notes Plan Conditions
      have been satisfied, the form and substance of the
      (i) confirmation order, (ii) the confirmed Plan and
      (iii) a final order approving the Revised Settlement
      is subject to Law Debenture's satisfaction;

  (7) Under the Debtors' Reorganization Valuation Analysis,
      Evercore changed the midpoint of the implied
      reorganization equity value of the New Warrants from
      $9.94 billion to $9.93 billion.

  (8) Under the amended liquidation analysis, Class 7-C General
      Unsecured Claims against MSC will recover 18.3%, Class 7-C
      General Unsecured Claims against MPI will recover 23.8%
      and Class 8 Notes Claims will recover 0 to 15.7% of their
      claims.  A full-text copy of the revised liquidation
      analysis is available for free at:

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

                   Modified Claims Treatment

The March 10 3rd Amended Plan amends the estimated recovery and
treatment of certain classes of claims:

(A) The estimated recovery of Class 4 Senior Secured Claims is
    reduced to 66.1 to 77.2%.

(B) In addition to receiving Class A shares in the aggregate of
    $195 million, holders of Class 7-C General Unsecured Claims
    and Senior/Bridge Guarantee Claims against MPI will receive
    Class A shares valued at $57.6 million, and holders of
    Allowed General Unsecured Claims against MSC will receive
    Class A shares valued at $4.4 million in light of a
    settlement of the intercompany claims between Millennium
    America Inc. and MPI and between Millennium America Inc. and
    MSC, provided that the maximum value distributable to
    holders of Allowed General Unsecured Claims against MPCO
    will be $0, against MPI will be $213,935,341 and against MSC
    will be $71,578,926.  The estimated recovery percentages for
    holders of Class 7-C Claims is available for free at:

        http://bankrupt.com/misc/Lyondell_Class7CAmEstRec.pdf

(B) Holders of Class 7-D General Unsecured Claims and
    Senior/Bridge Deficiency Claims Against Schedule III Obligor
    Debtors will receive on the Effective Date, distributions in
    an amount equal to $85.420 million, which will be provided
    50% in Cash and 50% in Class A Shares.  The estimated
    recovery percentages for holders of Class 7-D Claims is
    available for free at:

     http://bankrupt.com/misc/Lyondell_Class7DAmEstRec.pdf

(C) Estimated recovery of Class 8 2015 Notes Claims is reduced
    from 16.8% to 15.7%.  Moreover, a $15 million in cash under
    the Revised Settlement otherwise allocated to the 2015
    Claims will be distributed to holders of the Millennium
    Notes Claims in settlement of the Millennium Standing
    Motion.

                     Comparative Analyses

In connection with the hearing to approve the DIP Financing,
Duff & Phelps prepared total enterprise valuation analyses for
LBI and certain of its subsidiaries on January 6, 2009.  The
D&P Analyses included a valuation range for LBI of $17.6 billion
to $20.8 billion with a midpoint of $19.2 billion, Mr. Troop
notes.  He explains that a precise comparison of the D&P Analyses
and the valuation analyses prepared by Evercore for LyondellBasell
is challenging due to factors, including different (i) valuation
dates, (ii) business plan projection periods, (iii) application
of various aspects of the selected peer group public company
trading methodology and the discounted cash flow valuation
methodology, and (iv) judgments applied to the results
of these analyses.

Nonetheless, to facilitate a comparison of some of the key
factors distinguishing the valuation conclusions reached by Duff
& Phelps and Evercore in the analyses, two comparative analyses
have been prepared -- (I) a Comparative Selected Peer Group
Public Company Trading Methodology Analysis and (II) a
Comparative Discounted Cash Flow Methodology Analysis.  Mr. Troop
says that the Comparative Analyses illustrate that differences in
business plan projections are the primary cause of the difference
in the conclusions associated with the D&P Analyses and the
Evercore Analyses.

A full-text copy of the Comparative Analyses is available for free
at http://bankrupt.com/misc/Lyondell_ComparativeAnalyses.pdf

Full-text copies of the March 10 3rd Amended Plan and Disclosure
Statement are available for free at:

http://bankrupt.com/misc/Lyondell_Mar103rdAmPlan.pdf
http://bankrupt.com/misc/Lyondell_3rdAmDS.pdf
http://bankrupt.com/misc/Lyondell_Mar103rdAmDS.pdf

Blacklined versions of the Disclosure Statement are available for
free at:

http://bankrupt.com/misc/Lyondell_Mar103rdAmPlan_blacklined.pdf
http://bankrupt.com/misc/Lyondell_3rdAmDS_blacklined.pdf
http://bankrupt.com/misc/Lyondell_Mar103rdAmDS_blacklined.pdf


                     Solicitation Schedule

In light of the approval of the Disclosure Statement for the
Debtors' Third Amended Joint Plan of Reorganization, Judge Gerber
also authorized the solicitation of votes for the 3rd Amended Plan
in accordance with approved plan solicitation procedures and
schedule.

Judge Gerber fixed March 11, 2010, as the record date for the
purpose of determining (i) the creditors who are entitled to vote
on the 3rd Amended Plan and (ii) in the case of non-voting
classes, the creditors and interest holders who are entitled to
receive a Notice of Non-Voting Status.

The Court authorized the Debtors to mail solicitation packages,
which include the approved Disclosure Statement, a copy of the
Disclosure Statement Order, and plan support letters.

The Solicitation Packages will be mailed no later than March 17.

All Ballots must be properly delivered to Financial Balloting
Group, the Debtors' ballot solicitation and tabulation agent,
Financial Balloting Group by (i) first-class mail, either in the
return envelope provided with each Ballot, or to the address
indicated, (ii) overnight courier, or (iii) personal delivery so
that they are received by FBG no later than 4:00 p.m. on
April 15, 2010.

                       DS Objections

Counsel to the Debtors, George A. Davis, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, informs the Court that of the
19 formal objections and two joinders to the Disclosure Statement
accompanying their Third Amended Joint Plan of Reorganization, 14
of these objections were resolved, while seven objections remain
unresolved.

A summary chart that identifies each objection and the Debtors'
responses to each is available for free at:

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

With respect to the unresolved Disclosure Statement objections,
the Debtors have modified or added language to their Disclosure
Statement to address each objection.

                     About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

LyondellBasell Industries AF S.C.A. and another affiliate were
voluntarily added to Lyondell Chemical's reorganization filing
under Chapter 11 on April 24, 2009, in order to seek protection
against claims by certain financial and U.S. trade creditors.  On
May 8, 2009, LyondellBasell Industries added 13 non-operating
entities to Lyondell Chemical Company's reorganization filing
under Chapter 11 of the U.S. Bankruptcy Code.  All of the entities
are U.S. companies and were added to the original Chapter 11
filing for administrative purposes.

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


LYONDELLBASELL INDUSTRIES: Moody's Puts 'B1' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service has assigned a B1 Corporate Family
Rating and a Speculative Grade Liquidity rating of SGL-2 to
LyondellBasell Industries N.V., as well as prospective ratings for
debt to be issued by Lyondell Chemical Company -- Ba3 -- on a
$1 billion first lien term loan and a $2.25 billion first lien
seven year notes plus a B3 rating on $3.25 billion of third lien
eight year roll-up notes.  Proceeds from this debt plus a
$2.8 billion rights issue will be used to refinance the existing
Debtor-in-Possession debt, fund liabilities required by its
bankruptcy court approved Plan of Reorganization and provide a
roughly $2 billion initial cash balance upon emergence from
bankruptcy.  These ratings assume that the final documentation for
the rated debt will be consistent with term sheets and drafts
provided to Moody's.  The rating outlook is stable.

The bankruptcy court has set April 15, 2010, as the deadline for
voting on the POR and participating in the rights offering.  The
confirmation hearing for the POR is currently scheduled for
April 23, 2010.  LBI will emerge from bankruptcy subsequent to the
confirmation hearing.

"The approved plan of reorganization will remove roughly 90% of
LyondellBasell's prior debt and provide access to over $3 billion
of liquidity, ensuring that it will have the resources necessary
to further rationalize capacity and make the necessary investments
to improve its cost structure over the next several years," stated
John Rogers Senior Vice President at Moody's.

LyondellBasell's B1 CFR reflects its limited leverage, large size,
significant vertical integration, operational diversity, leading
market positions in key commodities, stable licensing and catalyst
business, and a management team with a good track record in the
petrochemical industry.  It also reflects the strong credit
metrics for the B1 rating with Total Debt/EBITDA of less than 5.0x
and Retained Cash Flow/Total Debt in the low-to-mid teens (these
metrics reflect Moody's Global Standard Adjustments to Financial
Statements, which add roughly $3 billion in additional debt and
nearly $360 million to EBITDA).

LBI and its affiliates are one of the top five largest global
producers of ethylene, propylene, polyolefins, propylene oxide and
related derivatives.  It also has a leading global position in
polyolefin technology licensing.  LBI is the global leader in
polypropylene (PP) production and technology licensing; it also
has a leading share of the PP catalyst market.  LBI also has two
refineries with a total capacity of 373,000 barrels/day of
capacity, which provide feedstocks to certain of its ethylene
crackers.

LBI's ratings are tempered by Moody's view of the need for further
rationalization of capacity, especially in Europe, exposure to
volatile petrochemical feedstocks and the negative impact of new
international capacity coming on-line over the next two years.
Management has already announced investments to improve the cost
position of its US ethylene crackers to enable more efficient
utilization of lighter feedstocks, as well as actions to improve
its cost position in Europe.

The stable outlook reflects Moody's expectation that management
will continue to focus on improving its global cost position and
increasing free cash flow.  Additionally, it assumes that
management's financial policies will be conservative and that the
board will be truly independent subsequent to its emergence from
bankruptcy.  Currently representatives from Apollo Management,
Access Industries and Ares Capital management constitute a
majority of the board of directors (five of nine) and will likely
remain so until the company's debut on the NYSE, which requires
independent directors to constitute a majority of the board

LBI could significantly exceed Moody's projections for 2010, given
the strength of olefin and polyolefin margins in the first
quarter, as well as the modest improvement in the Maya -- WTI
spread, which should benefit its Houston refinery.  If LBI were to
maintain Total Debt/EBITDA of less than 4.5x and RCF/Total Debt of
close to 15%, Moody's would consider a positive outlook or the
appropriateness of a higher rating.  However, if Total Debt/EBITDA
were to rise above 6.0x, Moody's could change the outlook to
negative.

The SGL-2 rating reflects the company's strong liquidity with a
cash balance that is expected to be above $1.8 billion and an
undrawn $1.75 billion asset based revolving credit facility.  The
ABL expires in 2013 and has no covenants unless availability falls
below certain thresholds (assumed to be roughly $300 million
initially).  The SGL-2 also reflects the fact that final drafts of
the agreements along with the financial covenants were not yet
available.  Upon receipt of final documentation, Moody's will
determine if a higher designation is appropriate.  A European
subsidiary of LBI will also have access to a Euro450 million
accounts receivable program, however this replaces an existing
facility and is expected to be nearly fully drawn.

The Ba3 rating on the first lien term loan and notes reflects
their security in the U.S. assets of LCC, as well as guarantees
from all domestic operating subsidiaries and LBI.  The B3 rating
on the third lien notes, reflects its subordination to a
substantial amount of first lien debt and potential debt at
international subsidiaries.

Ratings assigned:

LyondellBasell Industries N.V. (Guarantor of the rated debt)

* Corporate Family Rating at B1
* Probability of Default Rating at B1
* Speculative Grade Liquidity Rating of SGL-2

Lyondell Chemical Company

* $1.0 billion Guaranteed Senior Secured 1st lien term loan due
  2016 at Ba3 (LGD 3/37%)

* $2.25 billion Guaranteed Senior Secured 1st lien notes due 2017
  at Ba3 (LGD 3/37%)

* $3.25 billion Guaranteed Senior Secured 3rd lien notes due 2018
  at B3 (LGD 5/88%)

This is Moody's initial rating action for LyondellBassell
Industries N.V.  Moody's had rated its predecessor company,
LyondellBasell AF SCA Holding Ltd until July 8, 2009; its ratings
were withdrawn due to its default on the vast majority of its
debt.

LyondellBasell Industries N.V. is one of the world's largest
independent petrochemicals companies.  LBI is a leading
manufacturer of olefins, polyolefins, propylene oxide and related
derivatives; it also has a large global licensing and catalyst
business (primarily related to polyolefins production
technologies).  LBI also has two refineries with a total capacity
of over 370 thousand barrels per day.  LBI had revenues of roughly
$31 billion for the last four quarters ending December 31, 2009.


MAGNACHIP SEMICONDUCTOR: To Raise $250 Million Public Offering
--------------------------------------------------------------
MagnaChip Semiconductor LLC filed a Form S-1 with the Securities
and Exchange Commission, stating that it plants to raise
$250 million proposed maximum aggregate offering price with a
registration amount of $17,825.

The company said it plants to use the net proceeds from this
offering:

   * approximately $12 million to fund incentive payments to all
     of our employees; and

   * approximately $[____] million to fund working capital and for
     general corporate purposes.

The Company intends to invest the net proceeds of this offering in
short-term, investment-grade, interest-bearing securities.  If the
Company raises more or fewer proceeds from this offering than
anticipated, the Company expects to increase or reduce the amount
that it uses to fund working capital and for general corporate
purposes by a commensurate amount.

In the filing, the Company said it does not intend to pay any cash
dividends on its common stock in the foreseeable future after this
offering.  The Company expects to retain all of its future
earnings after this offering for use in the development of its
business and for general corporate purposes.  Any determination to
pay dividends in the future will be at the discretion of its board
of directors.  The payment of cash dividends on its common stock
is restricted under the terms of its senior secured credit
agreement.

A full-text copy of the company's Form S-1 is available for free
at http://ResearchArchives.com/t/s?5906

                   About MagnaChip Semiconductor

Headquartered in South Korea, MagnaChip Semiconductor LLC --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications.  The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise.  Citigroup
Venture Capital Equity Partners LP was part of the investor group
that acquired MagnaChip in 2004 from Hynix Semiconductor Inc.

MagnaChip Semiconductor S.A. and five other entities filed for
Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the
District of Delaware.  The Chapter 11 cases are jointly
administered under Case No. 09-12008, MagnaChip Semiconductor
Finance Company.  Judge Peter J. Walsh handles the case.  Curtis
A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq.,
and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  Howard A. Cohen, Esq., at
Drinker Biddle & Reath serves as counsel for the official
committee of unsecured creditors.  Omni Management Group LLC is
the Debtors' claims agent.   In their formal schedules, MagnaChip
Semiconductor S.A. disclosed $951,917,782 in assets against
$845,903,186 in debts while MagnaChip Semiconductor B.V.
disclosed assets of $762,465,739 against debts of $1,800,612,084.


MALLARD CREEK: Files for Chapter 7 Bankruptcy
---------------------------------------------
Eric Smith at Memphis Daily News reports that Mallard Creek Realty
Inc. filed for Chapter 7 bankruptcy after it closed all of its
branches in January 2009, which affected about 42 agents.

Mr. Smith, citing a lawsuit filed in 2009 in the Circuit Court,
says the Company has alleged debts of up to $162,538 consists of
unpaid franchise, management and advertising fees, plus plate,
finance and interest charges.

Mallard Creek Realty Inc. owns Stanley Homes.


MGM MIRAGE: Contractor Files Mechanics' Liens on CityCenter
----------------------------------------------------------
The primary general contractor for CityCenter Holdings LLC, which
is a joint venture entity between subsidiaries of MGM MIRAGE
delivered a notice of its intent to file mechanics' liens on
CityCenter with respect to an alleged approximately $492 million
claim against CityCenter.

Under the notice, the lien may be filed within 15 days following
the date of the notice.  CityCenter believes that its actual
obligation to the general contractor is substantially less than
the amount claimed and that it is also entitled to significant
offsets against the claimed amount.  CityCenter intends to pursue
all of its rights and remedies against the general contractor,
including arbitration.  Nevertheless, because the general
contractor may be able to file liens on CityCenter for an amount
in excess of what CityCenter's fully drawn $1.8 billion senior
secured credit facility allowed, CityCenter has obtained a six-
month amendment to the credit facility that allows for additional
construction liens in an amount more than sufficient to cover the
threatened liens.

In addition, CityCenter believes that it has significant claims
against the general contractor related to its role in connection
with the Harmon Hotel construction, which construction was halted
by local building inspectors due to construction defects. While
CityCenter's investigation into the general contractor's potential
liability regarding the Harmon Hotel is continuing, and there can
be no assurance at this point as to the ultimate outcome of any
action CityCenter may undertake, CityCenter believes that the
amount of its claim against the general contractor may exceed the
amount of CityCenter's estimated remaining liability to the
general contractor.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- owns and operates 16 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, New Jersey,
Illinois and Macau.  CityCenter, an urban metropolis on the Las
Vegas Strip scheduled to open in late 2009, is a joint venture
between MGM MIRAGE and Infinity World Development Corp, a
subsidiary of Dubai World.  MGM MIRAGE Hospitality has entered
into management agreements for future casino and non-casino
resorts throughout the world.

At September 30, 2009, MGM MIRAGE had $21.7 billion in total
assets against total current liabilities of $1.15 billion,
deferred income taxes of $3.14 billion, long-term debt of
$12.9 billion, other long-term obligations of $221.70 million;
resulting in stockholders' equity of $4.29 billion.

                         *     *     *

As reported by the Troubled Company Reporter on March 11, 2010,
Moody's Investors Service upgraded MGM MIRAGE's Probability of
Default Rating to Caa2 from Caa3, and Corporate Family Rating to
Caa1 from Caa2.  Moody's also raised MGM's senior unsecured
ratings to Caa1 from Caa2, and senior subordinate ratings to Caa3
from Ca.  A B1 was assigned to MGM's proposed $845 million senior
secured notes due 2020.  The rating outlook is stable.

The TCR also said Standard & Poor's Ratings Services assigned its
issue-level and recovery ratings to Las Vegas-based MGM MIRAGE's
proposed $845 million senior secured notes due 2020.  The notes
were rated 'B' (two notches higher than the 'CCC+' corporate
credit rating on the company) with a recovery rating of '1',
indicating S&P's expectation of very high (90% to 100%) recovery
for noteholders in the event of a payment default.  The company
plans to use proceeds from the proposed offering to repay a
portion of its credit facilities in connection with the recently
executed amendment.  At the same time, S&P affirmed all of its
existing ratings on MGM MIRAGE, including the 'CCC+' corporate
credit rating.  The rating outlook is developing.

"The 'CCC+ corporate credit rating reflects MGM MIRAGE's
significant debt burden, S&P's expectation for continued declines
in cash flow generation in 2010, and the company's tight liquidity
position," said Standard & Poor's credit analyst Ben Bubeck.


MGM MIRAGE: Settles With New Jersey Over Borgata Hotel Sale
-----------------------------------------------------------
MGM MIRAGE has entered into a settlement agreement with the New
Jersey Division of Gaming Enforcement under which it will sell its
50% ownership interest in the Borgata Hotel Casino & Spa and
related leased land in Atlantic City.  The settlement is subject
to approval by the New Jersey Casino Control Commission.  If
approved, MGM MIRAGE will cease doing business as a gaming
licensee in New Jersey.

As MGM MIRAGE previously announced, the DGE has recommended to the
CCC that MGM MIRAGE's joint venture partner in Macau be found
unsuitable and the Company be directed to disengage itself from
any business association with this partner.

"We have the utmost respect for the DGE but disagree with its
assessment of our partner in Macau," said Jim Murren, Chairman and
Chief Executive Officer.  "Regulators in other jurisdictions in
which we operate casinos have thoroughly considered this matter
and all of them have either determined that the relationship is
appropriate or have decided that further action is not necessary.
Since the DGE takes a different view, we believe that the best
course of action for our company and its shareholders is to settle
this matter and move forward with the compelling growth
opportunities we have in Macau."

The Casino Control Commission is expected to hold a hearing on the
settlement on March 17, 2010.

Under the terms of the settlement, the company will place its
interest in the Borgata and related leased land in a divestiture
trust.  The settlement mandates the sale of the trust property
within a 30-month period. During the first 18 months, MGM MIRAGE
will have the right to direct the trustee to sell the trust
property, subject to approval of the CCC. If a sale is not
concluded by that time, the trustee will be responsible for
selling MGM MIRAGE's interest in the Borgata and related leased
land during the following 12-month period.

Prior to the consummation of the sale, the divestiture trust will
retain any cash flows received in respect of the assets in trust,
but will pay property taxes and other costs attributable to the
trust property to the extent that minimum trust cash balances are
maintained.

MGM MIRAGE will be the sole economic beneficiary of the trust.
The company will be permitted to reapply for a New Jersey gaming
license beginning 30 months after the completion of the sale.

MGM MIRAGE owns the Borgata through a 50-50 joint venture with
Boyd Gaming Corporation whose interest is not affected by the
settlement.  "The Borgata is the most successful property in the
Atlantic City marketplace, and we expect there will be strong
interest in this valuable asset," said Mr. Murren.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- owns and operates 16 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, New Jersey,
Illinois and Macau.  CityCenter, an urban metropolis on the Las
Vegas Strip scheduled to open in late 2009, is a joint venture
between MGM MIRAGE and Infinity World Development Corp, a
subsidiary of Dubai World.  MGM MIRAGE Hospitality has entered
into management agreements for future casino and non-casino
resorts throughout the world.

At September 30, 2009, MGM MIRAGE had $21.7 billion in total
assets against total current liabilities of $1.15 billion,
deferred income taxes of $3.14 billion, long-term debt of
$12.9 billion, other long-term obligations of $221.70 million;
resulting in stockholders' equity of $4.29 billion.

                         *     *     *

As reported by the Troubled Company Reporter on March 11, 2010,
Moody's Investors Service upgraded MGM MIRAGE's Probability of
Default Rating to Caa2 from Caa3, and Corporate Family Rating to
Caa1 from Caa2.  Moody's also raised MGM's senior unsecured
ratings to Caa1 from Caa2, and senior subordinate ratings to Caa3
from Ca.  A B1 was assigned to MGM's proposed $845 million senior
secured notes due 2020.  The rating outlook is stable.

The TCR also said Standard & Poor's Ratings Services assigned its
issue-level and recovery ratings to Las Vegas-based MGM MIRAGE's
proposed $845 million senior secured notes due 2020.  The notes
were rated 'B' (two notches higher than the 'CCC+' corporate
credit rating on the company) with a recovery rating of '1',
indicating S&P's expectation of very high (90% to 100%) recovery
for noteholders in the event of a payment default.  The company
plans to use proceeds from the proposed offering to repay a
portion of its credit facilities in connection with the recently
executed amendment.  At the same time, S&P affirmed all of its
existing ratings on MGM MIRAGE, including the 'CCC+' corporate
credit rating.  The rating outlook is developing.

"The 'CCC+ corporate credit rating reflects MGM MIRAGE's
significant debt burden, S&P's expectation for continued declines
in cash flow generation in 2010, and the company's tight liquidity
position," said Standard & Poor's credit analyst Ben Bubeck.


MIDWEST BANC: Transfer of Listing to Nasdaq Capital Market Okayed
-----------------------------------------------------------------
Midwest Banc Holdings, Inc., received a letter from The Nasdaq
Stock Market Inc. on September 15, 2009, notifying the Company of
its failure to maintain a minimum closing bid price of $1.00 per
share on its common stock over the preceding 30 consecutive
business days as required by Nasdaq Marketplace Rule 5450(a)(1).
The letter stated that the Company had until March 15, 2010, to
demonstrate compliance by maintaining a minimum closing bid price
of at least $1.00 for a minimum of ten consecutive business days.
The Company has not been able to satisfy this requirement.

On March 11, 2010, Nasdaq notified the Company that it had
approved the Company's application to transfer its common stock
from the Nasdaq Global Market to the Nasdaq Capital Market
effective March 16, 2010.  Nasdaq has advised the Company that it
has been granted an additional 180 calendar-day compliance period
which will end on September 13, 2010.

If the Company does not maintain a minimum closing bid price of at
least $1.00 for a minimum of 10 consecutive business days by
September 13, 2010, Nasdaq will notify the Company that its common
stock is subject to delisting from Nasdaq.  At that time, the
Company may appeal Nasdaq's determination to delist its common
stock to a Listing Qualifications Panel.

The Company's common stock will trade on the Nasdaq Capital Market
under the symbol "MBHI."

The Company has previously announced plans to address possible
non-compliance with the bid price requirement by means of a
reverse stock split.  The reverse stock split has been approved by
the Company's stockholders. However, there can be no assurance
that it will be implemented.

The Company's depositary shares (each of which represents a 1/100
interest in a share of its Series A Noncumulative Redeemable
Convertible Perpetual Preferred Stock) are listed for trading on
the Nasdaq Global Market.  Nasdaq also has advised the Company
that the depositary shares will be listed for trading on the
Nasdaq Capital Market effective March 16, 2010, trading under the
symbol "MBHIP."

                   About Midwest Banc Holdings

Based in Melrose Park, Illinois, Midwest Banc Holdings, Inc.
(NASDAQ:MBHI) is a half century old community bank with
$3.5 billion in assets at September 30, 2009.  The Company has two
principal operating subsidiaries: Midwest Bank and Trust Company
and Midwest Financial and Investment Services, Inc.  Midwest Bank
has 26 locations serving the diverse needs of both urban and
suburban Chicagoland businesses and consumers through its
Commercial Banking, Wealth Management, Corporate Trust and Retail
Banking areas.

The Company has $3.43 billion in total assets and $3.37 billion in
total liabilities resulting to a $50.0 million stockholders'
equity, as of December 31, 2009.

                           *     *     *

Midwest Banc Holdings violated the covenants under its revolving
line of credit and term note and the related loan documents
relating to the level of nonperforming loans and the failure to
report a quarterly profit, as of June 30, 2009; did not make a
required $5.0 million principal payment due on July 1, 2009 under
the covenant waiver for the third quarter of 2008, for which the
Company was advised by its lender that such noncompliance
constituted a continuing event of default; and did not pay the
lender all of the aggregate outstanding principal on the revolving
line of credit at its maturity date of July 3, 2009, which
constituted an additional event of default under the Credit
Agreements.  The Company did not make a required $5.0 million
principal payment due on October 1, 2009.

As reported by the Troubled Company Reporter on October 30, 2009,
the Company entered into a Forbearance Agreement with its lender.
The forbearance period expires March 31, 2010.


MIDWEST MANUFACTURING: Files for Bankruptcy Protection
------------------------------------------------------
The Orange Country Register, citing report from The Associated
Press, says Midwest Manufacturing Inc. filed for bankruptcy
protection, listing assets of $1.32 million, and $4.08 million in
liabilities.

Headquartered in Lake Forest, Midwest Manufacturing Inc. makes
products old under the brand name Wheatware in Grand Island,
Nebraska.


MOLECULAR INSIGHT: Recurring Losses Prompt Going Concern Doubt
--------------------------------------------------------------
On March 16, 2010, Molecular Insight Pharmaceuticals, Inc., filed
its annual report on Form 10-K for the year ended December 31,
2009, with the Securities and Exchange Commission.

Deloitte & Touche LLP expressed substantial doubt about the
Company's ability to continue as a going concern in its report on
the Company's consolidated financial statements as of and for the
year ended December 31, 2009.  The internal auditors noted that of
the Company's difficulties in meeting its bond indenture covenants
and its recurring losses from operations.

The Company reported a net loss of $66.5 million on $5.5 million
of revenue for 2009, compared to a net loss of $81.3 million on
$474,559 of revenue for 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$74.6 million in assets and $185.1 million IN debts, for a
stockholders' deficit of $110.5 million.

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

               http://researcharchives.com/t/s?597e

Cambridge, Mass.-based Molecular Insight Pharmaceuticals, Inc.
(NASDAQ: MIPI) -- http://www.molecularinsight.com/-- is a
clinical-stage biopharmaceutical company that is focused on the
discovery and development of targeted therapeutic and imaging
radiopharmaceuticals for use in oncology.


MSJ INVESTMENT: Alliance Bank Disputes Use of Hotel Revenues
------------------------------------------------------------
MSJ Investment Properties, LLC, and P&G Investment Properties,
Inc., are asking the U.S. Bankruptcy Court for the District of
Arizona for permission to use income from their hotel operation to
fund their operations while in Chapter 11.  The Debtors said the
hotel revenues constitute cash collateral securing loan
obligations to Alliance Bank of Arizona.

The Debtors said the Hotel is the principal asset of the estate,
and Debtors rely on the revenues to pay management, repairs,
maintenance, utilities, taxes, payroll, and other necessary
operating expenses.  According to the Debtors, the continued
operation and preservation of the Hotel for the benefit of the
creditors and the occupants requires that they use the revenues to
pay all necessary operating expenses.

The Debtors believe they are entitled to use any and all Rents
from the Hotel because their secured lender's interests are
adequately protected by preservation, maintenance, and current
operations of the Hotel.  The Debtors argued that Alliance is
entitled to protection of its interests only against losses
attributable to the decrease in the value of its collateral.

According to the Debtors, a monthly budget that they have prepared
provides for both physical and economic maintenance of the Hotel
and the value of the Hotel is relatively stable.

Alliance lent money to MSJ Investment as evidenced by a Secured
Promissory Note issued by MSJ Investment in favor of Alliance in
the original principal amount of $7,000,000.  Alliance was granted
a security interest in, among other things, certain real property
located in Pima County, Arizona, and the buildings, personal
property, leases, subleases, rents, deposits, profits, damages
royalties, and income related to the Property.

The Loan matured on October 5, 2009, and all amounts due and owing
under the Loan Documents became due and payable as of such date.
Despite demand, no payment has been made under the Loan Documents
and the outstanding indebtedness remains due and owing and the
outstanding defaults under the Loan Documents have not been cured.

Prior to the Petition Date, Alliance had filed a complaint and
sought appointment of a receiver for the Debtors' estate.

Alliance Bank is seeking to block court approval of the Debtors'
request.  Alliance Bank argued that since the default last year,
MSJ Investment has provided absolutely no financial information on
hotel operations, and Alliance is unable to tell whether the hotel
is operating at a gross profit even before debt service.  The only
information Alliance has to go on is MSJ Investment has failed to
make monthly payments due under the Note or otherwise perform,
which indicates that the hotel is not operating profitable.
Alliance wants MSJ Investment to provide a financial accounting of
hotel operations for the last six months so that it can determine
whether the hotel is operating profitably even before debt
service.

Alliance said that prior to the bankruptcy, MSJ Investment removed
significant funds from its operating accounts at Alliance Bank.
The bank said the Debtor's Budget indicates that $103,653.80 is
being maintained at Southern Arizona Community Bank.  If these are
the funds that were removed from MSJ Investment's operating
account at Alliance, then the funds constitute Alliance's Cash
Collateral, and may not be spent by MSJ Investment for any purpose
absent Alliance's consent or a Court order.

Alliance Bank of Arizona is represented in the case by:

     Jonathan M. Saffer, Esq.
     Nathan G. Kanute, Esq.
     SNELL & WILMER L.L.P.
     One South Church Avenue, Suite 1500
     Tucson, AZ 85701-1630
     Tel: (520) 882-1236
     E-mail: jmsaffer@swlaw.com
             nkanute@swlaw.com

MSJ Investment Properties, LLC, and P&G Investment Properties,
Inc., own a 104-unit hotel property in Pima County, Arizona.

Oro Valley, Arizona-based MSJ Investment Properties, L.L.C., filed
for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr.
D. Ariz. Case No. 10-03643).  Scott D. Gibson, Esq., at Gibson,
Nakamura & Green, PLLC, assists the Company in its restructuring
effort.  The Company estimated its assets and liabilities at
$1,000,001 to $100,000,000.


MSJ INVESTMENT: U.S. Trustee Fails to Appoint Creditors Panel
-------------------------------------------------------------
The United States Trustee for the District of Arizona advises the
Bankruptcy Court that a committee under 11 U.S.C. sec. 1102 has
not been appointed in the bankruptcy cases of MSJ Investment
Properties, LLC, and P&G Investment Properties, Inc., because an
insufficient number of persons holding unsecured claims against
the Debtors have expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint such a committee
should interest develop among the creditors.

MSJ Investment Properties, LLC, and P&G Investment Properties,
Inc., own a 104-unit hotel property in Pima County, Arizona.

Oro Valley, Arizona-based MSJ Investment Properties, L.L.C., filed
for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr.
D. Ariz. Case No. 10-03643).  Scott D. Gibson, Esq., at Gibson,
Nakamura & Green, PLLC, assists the Company in its restructuring
effort.  The Company estimated its assets and liabilities at
$1,000,001 to $100,000,000.


MUZAK HOLDINGS: GE Arranges $109 Million Exit Facility
------------------------------------------------------
GE Capital, Restructuring Finance, is sole collateral agent for a
$109 million cash flow plan of reorganization credit facility for
Muzak, a leading provider of music and sensory branding services
for businesses.  The loan supports Muzak's exit from bankruptcy
and ongoing working capital needs.  GE Capital Markets served as
sole lead arranger on a portion of the facility.

"As a longstanding GE borrower, we appreciate having a lender who
works with us in both good and challenging times," said Dodd
Haynes, CFO for Muzak.  "GE's commitment will allow us to move
forward and focus our energy on our long-term business
objectives."

"We worked closely with Muzak to structure financing that would
provide the company with an optimal level of liquidity," said Rob
McMahon, managing director, GE Capital, Restructuring Finance.
"In-depth knowledge of our customers and restructuring finance
expertise means more options in tough times for our borrowers."

                          About GE Capital

GE Capital, Restructuring Finance is a leading provider of senior
secured loans to distressed companies supporting Chapter 11
filings, plan-of-reorganizations and out-of-court restructurings.
Visit gelending.com/clnews.

                        About Muzak Holdings

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com/-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.  The Company and 14 affiliates
filed for Chapter 11 protection on February 10, 2009 (Bankr. D.
Del. Lead Case No. 09-10422).  Moelis & Company is serving as
financial advisor to the Company.  Kirkland & Ellis LLP is the
Debtors' counsel.  Klehr Harrison Harvey Branzburg & Ellers has
been tapped as local counsel.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  Muzak's petition listed assets
of $324 million against debt of $465 million, including
$101 million owed on a senior secured credit facility,
$220 million in senior notes and $115 million in subordinated
notes.


NATIONWIDE PARKING: Files for Chapter 11 Bankruptcy in Colorado
---------------------------------------------------------------
According to KTBS.com, Nationwide Parking Services of Shreveport
LLC filed for Chapter 11 protection in the U.S. Bankruptcy Court
in Colorado due to financial troubles.

The Company owes $703,666 unsecured claim to Shreveport Airport
Authority.  The Airport allowed the Company to catch up in
payments but it failed, the report says.

Nationwide Parking Services of Shreveport LLC holds the parking
contract at Shreveport Regional Airport.


NLP ACQUISITION: Gets Interim OK to Use FirstMerit Collateral
-------------------------------------------------------------
Judge Russ Kendig of the U.S. Bankruptcy Court for the Northern
District of Ohio granted NLP Acquisition Limited Partnership;
H.P.W. Ltd.; Haines Enterprises; and Seniah Corp. permission, on
an interim basis, to use cash collateral to pay operating expenses
and make improvements to their rental properties to maximize their
value for their creditors' benefit.

FirstMerit Bank, N.A., and the Debtors stipulated to the use of
FirstMerit's cash collateral.

In September 2009, FirstMerit obtained judgment by confession of
roughly $14.6 million against the Debtors before the Courts of
Common Pleas of Summit County and Stark County, in Ohio.  The
Federal Home Loan Mortgage Corporation, secured creditor of
Seniah, commenced a lawsuit in the Stark County Common Pleas Court
on February 12, 2010, seeking judgment of $9.358 million, plus
costs and interest.  The lawsuit remains pending.

The Debtors attempted to reorganize their affairs outside of
bankruptcy, but could not reach satisfactory agreements with
FirstMerit or Freddie Mac, and therefore filed for Chapter 11 to
reorganize their financial affairs.

FirstMerit had objected to the use of cash collateral, pointing
out that Debtors NLP and HPW never attempted to negotiate an
Agreed Cash Collateral Order with FirstMerit.

NLP Acquisition Limited Partnership; H.P.W. Ltd.; Haines
Enterprises; and Seniah Corp. own and operate several apartment
complexes in Stark and Summit Counties, Ohio.  They rent
apartments to tenants on a monthly basis.

North Canton, Ohio-based NLP Acquisition Limited Partnership filed
for Chapter 11 bankruptcy protection on February 24, 2010 (Bankr.
N.D. Ohio Case No. 10-60613).  Patrick J. Keating, Esq., at
Buckingham, Doolittle & Burroughs LLP, assists the Company in its
restructuring effort.  The Company listed $1,000,001 to
$10,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


NORTH COUNTRY BBQ: Sells to Franchiser Famous Dave's
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that North Country BBQ
Ventures Inc. received approval from the Bankruptcy Court to sell
seven Famous Dave's BBQ restaurants for $7.4 million to the
franchiser Famous Dave's of America Inc.

The auction attracted three other bidders. The franchiser's
original bid was $5 million.

                       About North Country

Based in New Providence, New Jersey, North Country is one of the
Company's largest franchisees with restaurants located in New
Jersey, New Hampshire and New York.

North Country BBQ Ventures Inc., an operator of nine Famous
Dave's BBQ restaurants, filed a Chapter 11 petition on Dec. 18
in Newark, New Jersey (Bankr. D. N.J. Case No. 09- 44194).  The
Chapter 11 petition said assets are less than $10 million while
debt exceeds $10 million.


NORTHSIDE TOWER REALTY: Case Summary & 11 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Northside Tower Realty, LLC
        1827 Flushing Avenue
        Ridgewood, NY 11385

Bankruptcy Case No.: 10-42080

Chapter 11 Petition Date: March 15, 2010

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Dennis E. Milton

Debtor's Counsel: Marc A. Pergament, Esq.
                  Weinberg Gross & Pergament LLP
                  400 Garden City Plaza
                  Garden City, NY 11530
                  Tel: (516) 877-2424
                  Email: mpergament@wgplaw.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

According to the schedules, the Company has assets of $17,100,160,
and total debts of $28,096,953.

The petition was signed by Anthony Ciuffo and Paul Vallario, the
company's managing member.

Debtor's List of 11 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Scher Law Firm                                    $102,421

Ultimate Security                                 $22,795

DACK Consulting                                   $14,225
Solution Inc.

NationalGrid                                      $14,038

Met Rock                                          $12,467

Big City Development                              $8,500

Strazzullo Law Firm                               $5,000

Sullivan Landscaping                              $4,097

Kaufman Dolowich Law                              $3,449
Firm

Environmental Control                             $1,600
Board

VDA LLC                                           $514


ORLEANS HOMEBUILDERS: DIP Financing Plea Final Hearing on April 6
-----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware has set the final hearing for April 6, 2010,
at 3:30 p.m. on Orleans Homebuilders, Inc., et al.'s request to
obtain postpetition secured financing from a syndicate of lenders
led by Wachovia Bank, National Association, as administrative
agent.

The Debtor received the interim approval of the Court for up to
$26 million of the Debtor's $40 million debtor-in-possession (DIP)
financing line, including up to $11 million of cash funding and up
to $15 million of letters of credit.  The Debtor intends to use
the proceeds of the financing for, among other things, its
ordinary course business expenses.

The DIP Facilities will mature on March 1, 2011.

All obligations of the Debtors to the Agent and the DIP Lenders
under the DIP Facilities will be (i) entitled to superpriority
administrative expense claim status; (ii) secured by a first
priority, security interest in and lien on all of the Debtor's
assets; (ii) secured by a perfected first priority lien on all of
the Debtors' property that wasn't subject to the liens of the
prepetition lenders, if any; and (iv) secured by a perfected
second priority lien on all property of the Debtors that is
subject to prior liens in existence at the time of the
commencement of the bankruptcy cases that were perfected prior to
the Petition Date.

The interest rate of the DIP revolving facility will be equal to
LIBOR Market Index Rate plus 8.50%, subject to a LIBOR floor of
2.00%.  Interest Rate on the DIP term facility will be equal to
LIBOR plus 3.50%, subject to a LIBOR floor of 2.00%.  Interest
payments will be payable on the 15th of each month in arrears.  In
the event of default, interest rate will be 2.25% above the then
current rate of interest.

The Debtors covenant that it won't at any time maintain a cash
balance in excess of $5 million.  The Debtors won't permit the
collateral value ratio to be less than 2.00:1.00.

The Debtors must either (i) (a) file their join disclosure
statement and joint plan of reorganization with the Court no later
than May 15, 2010, (b) obtain court approval of their joint
disclosure statement no later than June 30, 2010, and (c) obtain
confirmation of their plan of reorganization no later than
July 30, 2010; or (ii) (a) file a motion to sell substantially all
assets and biding procedures no later than April 30, 2010, (b)
obtain court approval of bidding procedures for the sale no later
than May 20, 2010, (c) conduct an auction of all or substantially
all of the Debtors' assets no later than June 10, 2010, (d) obtain
court approval of the sale to the successful bidder no later than
June 20, 2010, and (e) close sales transaction and receipt of
Lenders of sale proceeds no later than July 5, 2010.

More information on the DIP financing is available for free at:

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

The Agent is represented by Reed Smith, LLP.

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 these 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).  Cahill Gordon &
Reindell LLP is the Debtor's bankruptcy and restructuring counsel.
Curtis S. Miller, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell, are the Debtor's Delaware and
restructuring counsel.  Blank Rome LLP is the Debtor's special
corporate counsel.  Garden City Group Inc. is the Debtor's claims
and notice agent.  The Company estimated assets and debts at
$100,000,001 to $500,000,000.


OTTER TAIL: Disclosure Statement Hearing on April 7
---------------------------------------------------
The Bankruptcy Court will convene a hearing on April 7 to consider
approval of the disclosure statement explaining the reorganization
plan of Otter Tail AG Enterprises LLC.

Bill Rochelle at Bloomberg News reports that the reorganization
plan will be financed with a fresh $12 million provided by
existing owners.  Under the Plan, the first-lien credits, totaling
almost $60 million, will be rolled over in full into modified
loans.  Revenue bonds and general obligation bonds, totaling $26
million in subordinated secured debt, are treated as being
unsecured and will be paid a total of $3.25 million. Unsecured
creditors, with $300,000 in claims, are to receive 12.5%.

Under the Plan, existing members of Otter Tail's management will
maintain their current positions.

                          About Otter Tail

Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC
-- http://www.ottertailethanol.com/-- owns and operates a
nameplate capacity 55 million gallon annual production plant of
undenatured ethanol in Fergus Falls, Minnesota.  The Company
processes approximately 20 million bushels of corn into
approximately 55 million gallons of ethanol each year.  In
addition, the Company sells distillers grains, a principal co-
product of the ethanol production process.

The Company filed for Chapter 11 relief on Oct. 30 (Bankr. D.
Minn. Case No. 09-61250).  The petition listed assets of
$66.4 million against $86 million in debt, nearly all secured.
The largest secured creditor is AgStar Financial Services, owed
$40.9 million.


PACIFIC CAPITAL: Moody's Junks Rating on Long-Term Deposits
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of Pacific
Capital Bank, N.A. (bank financial strength rating to E from E+;
long-term deposits to Caa1 from B3; long-term other senior
obligations to C from Caa3).  Pacific Capital Bank, N.A. is the
operating subsidiary of Pacific Capital Bancorp, which has a long-
term issuer rating of C.  Following the downgrade, the rating
outlook is stable.  This concludes the review for downgrade
initiated on December 24, 2009.

Moody's said that the downgrade is the result of its view that
Pacific Capital Bank's depositors and creditors are exposed to
greater losses due to the extended period that Pacific Capital has
taken to resolve its capital issues.  In its recently filed 10-K
for 2009, the company's auditors expressed concern on Pacific
Capital's ability to continue as a going concern.  The current
ratings reflect an expected loss for uninsured depositors of 0-10%
and more than 50% for unsecured creditors.  The stable outlook
reflects Moody's opinion that the Caa1 rating for long-term
deposits appropriately captures the risk to uninsured depositors.

The last rating action was on December 24, 2009, when Moody's
downgraded the long-term issuer rating of Pacific Capital Bancorp
to C and the long-term deposit and other senior obligations
ratings of Pacific Capital Bank, N.A., to B3 and Caa3,
respectively.  Following this action, bank ratings remained on
review for possible further downgrade.

Pacific Capital Bancorp, which is headquartered in Santa Barbara,
CA, reported total assets of $7.5 billion as of December 31, 2009.

Downgrades:

Issuer: Pacific Capital Bank, N.A.

  -- Bank Financial Strength Rating, Downgraded to E from E+
  -- Issuer Rating, Downgraded to C from Caa3
  -- OSO Senior Unsecured OSO Rating, Downgraded to C from Caa3
  -- Senior Unsecured Deposit Rating, Downgraded to Caa1 from B3

Outlook Actions:

Issuer: Pacific Capital Bank, N.A.

  -- Outlook, Changed To Stable From Rating Under Review


PARK AVENUE BANK: Former CEO Arrested on TARP Fraud
---------------------------------------------------
The Wall Street Journal's Lingling Wei and Chad Bray report that
Charles J. Antonucci Sr., the former president and chief executive
of the Park Avenue Bank of New York, was arrested Monday on
numerous charges, including allegations of defrauding regulators
in connection with what prosecutors said was his desperate effort
to save his New York bank from failing.

According to the Journal, prosecutors said Mr. Antonucci made
false statements to regulators in an effort to obtain about
$11 million from the U.S. government's Troubled Asset Relief
Program.

"The bank was broken, so, in October and November 2008, [Mr.]
Antonucci methodically went about pretending to fix it," said
Preet Bharara, the U.S. attorney in Manhattan, at a press
conference, the Journal reports.  A full-text copy of the U.S.
attorney's statement is available at no charge at:

               http://ResearchArchives.com/t/s?590b

The Journal says Park Avenue Bank was a lender with more than
$500 million in assets that specialized in commercial-real-estate
loans.  The bank failed on Friday after piling up more than
$27 million in net losses last year.  The Journal, citing filings
the bank made with the Federal Deposit Insurance Corp., relates
the bank's bad real-estate loans shrank its capital to just
$3.3 million at year's end, down 87% from two years earlier.

The Journal says other charges against Mr. Antonucci include
accepting free plane rides from a bank customer and stealing
$103,000 from pastors of a church in Coral Springs, Florida.  The
Journal says he could face up to 30 years in prison for each fraud
and embezzlement charge.  The Journal says bail was set at
$2 million, to be secured by his home in Fishkill and his wife's
apartment in Queens, N.Y.

The bank's four branches were taken over by Valley National Bank.
Park Avenue Bank of New York isn't affiliated with Park Avenue
Bank in Georgia.


PHILIPS-VAN HEUSEN: Moody's Reviews 'Ba2' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service placed all ratings of Philips-Van Heusen
Corp on review for a possible downgrade.  LGD assessments are
subject to change.

The rating action follows PVH's announcement that it has entered
into a definitive agreement to acquire Tommy Hilfiger B.V. from
funds affiliated with Apax Partners L.P. in a transaction that
values Tommy at approximately EUR2.2 billion plus the assumption
of EUR100 million in liabilities.  The consideration includes
EUR1.924 billion in cash and EUR276 million in PVH common stock.

PVH has stated that it will fund the cash portion of the
acquisition and refinance its existing $300 million existing
senior unsecured notes with a combination of approximately
$385 million of cash on hand, $2.45 billion of senior secured debt
(including an undrawn $450 million revolving credit facility),
$600 million of senior unsecured notes and $200 million in PVH
perpetual convertible preferred stock.  In addition the company
currently plans to raise approximately $200 million in common
stock through a public offering prior to closing.

Moody's review will focus on PVH's integration plans for the
acquired Tommy business, the impact on credit metrics, and
expected operating synergies.  "This transaction will result in
significantly increased scale for PVH and the combined firm will
have much greater diversification by brand, distribution channel
and product category" said Moody's Vice President & Senior Analyst
Scott Tuhy.  Tuhy added "However, a significant portion of the
purchase price is being funded with debt, and leverage will
increase with pro forma debt/EBITDA expected to be in the high 4
times range at closing".  Assuming the transaction closes on the
financing terms currently contemplated, Moody's expects PVH's
Corporate Family Rating to be downgraded by one notch to Ba3 from
Ba2.  Moody's also expects that PVH's existing $100 million of
senior secured debentures will remain outstanding after this
transaction closes and that these bonds would likely be downgraded
by two notches to Ba2 from Baa3.

These ratings were placed on review for possible downgrade:

* Corporate Family Rating at Ba2
* Probability of Default Rating at Ba2
* $100 million senior secured debentures due 2023 at Baa3
* $300 million of senior unsecured notes due 2011/2013 at Ba3

Moody's last rating action on Philips-Van Heusen was on May 28,
2009 when the company's rating outlook was revised to stable from
positive and all ratings were affirmed.

Philips-Van Heusen Corporation, headquartered in New York, NY
designs, sources, markets, licenses and distributes a broad line
of dress shirts, neckwear and sportswear under owned brands
including Van Heusen, Calvin Klein, IZOD and Arrow and its
licensed brands including Tommy Hilfiger, Geoffrey Beene, Kenneth
Cole New York and numerous other licensees.


PUREDEPTH INC: Files Form 15 to Cancel Registration of Shares
-------------------------------------------------------------
PureDepth Inc. on March 15, 2010, filed with the Securities and
Exchange Commission a Form 15 to terminate the registration of its
common stock.  PureDepth said 130 entities hold its common shares.

As reported by the Troubled Company Reporter on March 10, 2010,
PureDepth filed post-effective amendments to each of its
outstanding registration statements to deregister remaining but
unsold shares of common stock.  Tthe Company's obligation to file
certain reports with the SEC, including Forms 10-K, 10-Q, and 8K,
will immediately be suspended.  As a result of the filing, the
company expects that its shares will no longer be quoted on the
OTC Bulletin Board.  However, PureDepth anticipates, but cannot
guarantee, that its common stock may be quoted on the Pink Sheets
after it delists.

The Pink Sheets is a provider of pricing and financial information
for the over-the-counter securities markets.  It is a centralized
quotation service that collects and publishes market maker quotes
in real time primarily through its Web site, www.pinksheets.com,
which provides stock and bond price quotes, financial news, and
information about securities.  PureDepth does not have plans to
seeking the listing of its common stock on the OTCQX.

                         About PureDepth

PureDepth, Inc., along with its wholly owned subsidiaries,
PureDepth Limited, PureDepth Incorporated Limited, PureDepth Japan
KK, and predecessor parent entity, Deep Video Imaging Limited,
develops, markets, licenses, and supports multi-layer display
technology.  The Company also sells prototype MLD-enabled display
devices and related components that it manufactures.  The
Company's technology has application in industries and markets
where LCD monitors and displays are utilized including location
based entertainment, computer monitors, telecommunications, mobile
phones and other hand held devices.

At October 31, 2009, the Company had total assets of $7,519,777
against total liabilities of $16,857,577, resulting in
stockholders' deficit of $9,337,800.


QUALITY HOME: Moody's Assigns 'Caa1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned Quality Home Brands Holdings
LLC a Caa1 corporate family rating and a Caa1 probability-of-
default rating.  Moody's also assigned ratings to its senior
secured credit facilities, including a B1 rating to the first-out
revolving credit facility, and a Caa1 rating to the cash-pay term
loan and paid-in-kind term loan.  The ratings were assigned in
conjunction with the company's recent emergence from bankruptcy on
January 15, 2010.  The ratings outlook is stable.

The Caa1 rating reflects Quality Home Brands' high post-emergence
leverage, modest interest coverage, and exposure to the still weak
residential and commercial construction end-markets as well as
discretionary consumer spending trends.  Given expectations for
limited free cash flow generation, de-leveraging will have to come
from earnings expansion.  However, in Moody's opinion, it will be
difficult for the company to significantly expand earnings absent
a recovery in the housing market.  As such, Moody's expect credit
metrics to remain at high levels that are consistent with the Caa
ratings category over the medium-term.  Notwithstanding these
concerns, the rating incorporates the infusion of new capital via
Quad-C Management Inc., as well as the company's adequate
liquidity position that is supported by modest mandatory debt
maturity requirements and flexible financial covenants.  Moreover,
the reorganization materially reduced the company's debt levels
and provides it with flexibility to operate under potentially
extended weak market conditions.

As part of the reorganization, the company is continuing a
$126 million portion of its original $231 million first lien term
loan under an amended and restated credit agreement while the
remaining $106 million was converted into a new PIK term loan.
Additionally, the existing second lien term loan and holding
company notes were converted into common equity and Quad-C
contributed $20 million of cash in exchange for preferred stock.

These ratings were assigned:

* Corporate family rating at Caa1;

* Probability-of-default rating at Caa1;

* $20 million senior secured revolving credit facility due 2014 at
  B1 (LGD1, 2%);

* $126 million senior secured cash-pay term loan due 2014 at Caa1
  (LGD3, 47%);

* $106 million senior secured PIK term loan due 2014 at Caa1
  (LGD3, 47%).

The stable outlook reflects Moody's expectation that Quality Home
Brands will sustain the current level of revenue and earnings such
that credit metrics will not deteriorate from initial post-
emergence levels.  The outlook also reflects Moody's expectation
that the company will maintain an adequate liquidity profile,
including generating at least breakeven free cash flow.

Quality Home Brands Holdings LLC is a designer, manufacturer,
importer, and marketer of lighting fixtures headquartered in North
Carolina.


RADNET MANAGEMENT: Moody's Affirms 'B2' Corp. Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of RadNet
Management, Inc., including the corporate family and probability
of default ratings at B2.  Concurrently, Moody's assigned a Ba3
rating to the company's proposed $375 million senior secured
credit facilities and a Caa1 rating to the proposed $210 million
senior unsecured notes.  The ratings outlook is stable.  The
speculative grade liquidity rating was affirmed at SGL-3 but is
expected to be upgraded to SGL-2 once the proposed transaction
closes.

The $375 million senior secured credit facilities along with the
$210 million senior unsecured notes are being used to finance
acquisitions currently under a letter of intent, to refinance the
company's existing first lien credit facility and the second lien
term loan, and to keep as cash on the balance sheet.

The B2 corporate family rating is constrained by RadNet's
considerable debt leverage and the expectation that expansion and
growth initiatives will likely limit debt repayment as RadNet
utilizes cash flow for acquisitions.  In addition, the rating
considers the continued regulatory and reimbursement scrutiny on
the diagnostic imaging industry.  The ratings favorably reflect
RadNet's scale and dominant position in most of its operating
markets and positive industry fundamentals which should continue
to drive organic growth and increase scan volumes.

The expected upgrade of the SGL rating incorporates Moody's
expectation that the company's liquidity should remain good over
the next 12 to 18 months as evidenced by positive free cash flow
generation and availability under the company's new $100 million
revolving credit facility.

The stable outlook reflects Moody's projection for continued
organic growth in the 3% range.  The stable outlook also takes
into consideration Moody's expectation for the continued
disciplined acquisitions of imaging centers that do not result in
increased leverage from current levels.  In addition, the outlook
reflects Moody's expectation that the company can maintain its
current liquidity profile.

If the refinancing transactions close as proposed, Moody's would
withdraw the ratings on the existing senior secured credit
facility and the second lien term loan.  LGD point estimates are
subject to change and all ratings are subject to review of final
documentation.

These rating actions were taken:

* Assigned $100 million revolving credit facility, due 2015, Ba3
  (LGD2, 26%);

* Assigned $275 million first lien term loan, due 2016, Ba3 (LGD2,
  26%);

* Assigned $210 million senior unsecured notes, due 2018, Caa1
  (LGD5, 82%);

* Affirmed corporate family rating at B2;

* Affirmed probability of default rating at B2;

* Affirmed $55 million revolving credit facility, due 2011, Ba3
  (LGD2, 26%);

* Affirmed $250 million first lien term loan, due 2012, Ba3 (LGD2,
  26%);

* Affirmed $170 million second lien term loan, due 2013, at Caa1
  (LGD5, 77%);

* Affirmed speculative grade liquidity rating at SGL-3.

The last rating action was on January 9, 2009, when the
speculative grade liquidity rating was downgraded to SGL-3 from
SGL-2.

RadNet's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record of tolerance for risk.  These attributes
were compared against other issuers both within and outside of
RadNet's core industry and RadNet's ratings are believed to be
comparable to those other issuers of similar credit risk.  For
further details, refer to Moodys.com for the latest Credit Opinion
on RadNet Management, Inc.

RadNet (NASDAQ:RDNT), headquartered in Los Angeles, California,
provides diagnostic imaging services through a network of 180
diagnostic imaging facilities located in seven states, primarily
in California, Maryland, and New York.  RadNet generated revenues
of $524 million in 2009.


RADNET MANAGEMENT: S&P Assigns 'B+' Rating on $375 Mil. Loan
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B+' debt rating and '2' recovery rating to RadNet's $375 million
secured bank facility, and assigned its 'CCC+' debt rating and '6'
recovery rating to the company's $210 million senior unsecured
debt.  S&P affirmed its 'B' corporate credit rating; the rating
outlook is stable.

"The rating on Los Angeles-based RadNet Management Inc., the
wholly owned operating subsidiary of RadNet Inc., reflects the
fragmented and competitive nature of the diagnostic imaging
industry, relatively low barriers to entry, reimbursement risk,
and the company's considerable dependence (in California) on an
affiliated entity, Beverly Radiology Medical Group, for its
professional staffing.  BRMG supplies the majority of RadNet's
California medical professionals through a contractual arrangement
that extends through 2014," said Standard & Poor's credit analyst
Cheryl Richer.  Because of the interdependence and common
ownership among RadNet, RadNet Inc., and BRMG, S&P views them as a
consolidated entity for rating purposes.  Adjusted for operating
leases, debt leverage is high.

RadNet's weak business risk profile continues to reflect
uncertainty tied to competition from a fragmented competitive
field and variable fees from third-party payors.  Acquisitions
have contributed to the expansion of its geographic footprint and,
as of Dec. 31, 2009, RadNet operated 180 core diagnostic imaging
facilities, primarily in California, on the east coast, Florida,
and in New York.  While this market presence and RadNet's diverse
mix of diagnostic imaging modalities are attractive to private
insurers, demand and pricing are still subject to local market
fluctuations.  In 2009, recession-dampened demand for
discretionary medical procedures, and attendant diagnostic scans,
as well as restrictive payments under Medicare (20% of revenues)
limited revenue growth to 5%.  Capitated managed care contracts
(16% of 2009 revenues) have provide revenue stability, albeit with
relatively low-margins.  Over the longer term, demand should
benefit from the aging population and the benefits of imaging
itself, which aids in the diagnosis of an increasing variety of
disease states.

While ongoing acquisitions have provided growth opportunities,
they have contributed to sustained debt leverage (adjusted for
operating leases) exceeding 5x for the past five years; at year-
end 2009, adjusted debt leverage was at 5x.


RATHGIBSON INC: Has Exclusivity Until June 30
---------------------------------------------
RathGibson Inc. and its debtor-affiliates received from the U.S.
Bankruptcy Court for the District of Delaware an extension of
their exclusive period to file a chapter 11 plan through and
including June 30, 2010, and their exclusive period to solicit
acceptances of the plan through and including August 30, 2010.

As reported by the TCR on March 12, 2010, RathGibson Inc. and its
affiliates filed a modified Chapter 11 plan on March 8
incorporating a settlement with creditor groups and calling for a
sale of the business for $93 million cash to noteholders, absent
higher and better bids.

The sale of the assets is an integral part of the Second Amended
Plan and consummation of the Plan is dependent upon consummation
of the sale.  The asset purchase agreement with RathGibson
Acquisition Co., LLC, the entity formed by secured lenders and
holders of unsecured notes, requires confirmation of the Plan by
June 1.

Under the Plan, the Debtors intend to sell substantially all of
their assets, make distributions to holders of allowed claims and
certain equity interests, and effect the wind down of the estates.

A copy of the Second Amended Plan is available for free at:

    http://bankrupt.com/misc/RathGibson_2nd_Plan.pdf

A copy of the Second Amended Disclosure Statement is available for
free at:

    http://bankrupt.com/misc/RathGibson_2nd_DiscStatement.pdf

The Debtors initially anticipated exiting chapter 11 in the fourth
quarter of 2009.  Debtors RathGibson Inc. and Greenville Tube
Company filed a Joint Chapter 11 Plan and Disclosure Statement on
the Petition Date.  An amended version of the disclosure statement
explaining the plan was approved by the Court in August 2009.

Following the solicitation of votes with respect to the Plan, the
Debtors determined it was appropriate to amend the Plan to, among
other things, provide for the inclusion of RG Tube Holdings LLC
and RGCH Holdings Corp. in the Plan, implement a more tax
efficient restructuring, and settle and compromise certain
potential intercompany and intercreditor disputes.

                         About RathGibson

Headquartered in Lincolnshire, Illinois, RathGibson Inc. --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/
and http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line).  In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel.  Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors.  Kelley Drye & Warren LLP serves as special corporate
counsel.  Garden City Group is claims and notice agent.  The
petition says that Rathgibson has assets and debts of $100 million
to $500 million.

Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T.
Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington
Trust FSB, as administrative agent, and an ad hoc committee of
certain holders of Senior Notes.  Attorneys at Richards, Layton &
Finger P.A., also represent the ad hoc noteholders committee.


REFCO INC: Deutsche Bank's $16 Million in Claims Allowed
--------------------------------------------------------
On or about July 13, 2006, Deutsche Bank AG filed Claim No. 11253
for $8,000,000 against Refco Capital Markets, Ltd.  Claim No.
11254 was subsequently amended by Claim No. 13596 filed on or
about July 25, 2006, against Refco Group Ltd., LLC, asserting a
guaranty claim for $10,479,513, pursuant to RGL's guaranty of
RCM's obligations to Deutsche Bank.

Marc S. Kirschner as the RCM Plan Administrator, and RJM, LLC, as
Refco Inc. Plan Administrator have previously raised certain
objections to the Claims.  In settlement of all outstanding
issues, the Parties entered into a stipulation which provides
that:

  (1) Claim No. 11253 is allowed as a Class 3 RCM FX/Unsecured
      Claim for $8,000,000; and

  (2) Claim No. 13596 is allowed as a Class 5(a) Contributing
      Debtors General Unsecured Claim for $8,000,000.

Deutsche Bank agrees to fully and forever release and discharge
the Debtors and their estates, the Refco Plan Administrator, the
RCM Plan Administrator from all causes of action relating to RCM
or the Debtors.  Likewise, the Refco Plan Administrator and the
RCM Plan Administrator forever releases and discharges Deutsche
Bank from all causes of action.

The RCM Plan Administrator will distribute to Deutsche Bank the
aggregate interim distributions made to holders of Allowed Class
3 RCM FX/Unsecured Claims.  Similarly, the Refco Plan
Administrator will distribute to Deutsche Bank the aggregate
interim distributions made to holders of Allowed Class 5(a)
Contributing Debtors General Unsecured Claim, in accordance with
the Modified Joint Chapter 11 Plan of Refco Inc. and certain of
its subsidiaries.

Reserves held in excess of amounts being distributed with respect
to the Claims will be included in the next interim distribution
to the Allowed Claims by the RCM Plan Administrator and the Refco
Plan Administrator in accordance with the Plan and the
Stipulation.

In the event of any lawsuit or action based on breach of the
Stipulation, the prevailing party will be entitled to recover its
reasonable costs.  The Stipulation will be governed by, and
construed in accordance with, the internal laws of the State of
New York, and to the extent applicable, U.S. bankruptcy laws,
without regard to any conflict of laws principles.

The parties ask Judge Drain to approve their stipulation.

                         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: Ex-Lawyer J. Collins Loses Bid for New Trial
-------------------------------------------------------
Judge Robert P. Patterson of the U.S. District Court for the
Southern District of New York in Manhattan denied the request of
Joseph P. Collins, Refco Inc.'s former outside lawyer, for
retrial, Bloomberg News reported on March 4, 2010.

Mr. Collins, a corporate lawyer at Mayer Brown LLP, in Chicago,
Illinois, was convicted to seven years in prison in January 2010
for helping Chief Executive Officer Phillip R. Bennett defraud
investors of $2.4 billion.  He was specifically accused of
conspiracy, securities fraud, bank fraud, wire fraud and lying to
the Securities and Exchange Commission for concealing Refco's
financial condition in connection with the Company's bankruptcy.

Mr. Collins pleaded for new trial for discovery of documents, e-
mails, and handwritten notes at the law firm representing Thomas
H. Lee Partners, a Refco investor.  The Notes, according to Mr.
Collins, supported his version of events, Bloomberg noted.

"On their face, the notes establish very little," Judge Patterson
said in a written opinion dated March 2, noting that the material
would not lead to an acquittal had they been presented to jurors,
the report added.

                         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: Togut Segal Charges $422,000 for 7 Months' Work
----------------------------------------------------------
These professionals seek the Court's allowance of their fees and
reimbursement of their expenses for services rendered to Albert
Togut, as Chapter 7 Trustee overseeing the liquidation of Refco
LLC, for the fee period from July 1, 2009 to January 31, 2010:

Professional                          Fees         Expenses
------------                        --------       --------
Togut, Segal & Segal LLP            $422,049         $5,568
General Bankruptcy Counsel

Bridge Associates LLC                402,373         46,938
Trustee's Financial Advisors

Jenner & Block LLP                   260,753         32,515
Refco Trustee's Attorney

Neal, Gerber & Eisenberg LLP          10,942          1,583
Special Counsel

Henderson & Lyman                      1,640             29
Special Counsel

                         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)


REPROS THERAPEUTICS: Posts $27.2 Million Net Loss in 2009
---------------------------------------------------------
Repros Therapeutics Inc. filed its annual report on Form 10-K,
showing a net loss of $27.2 million on $551,000 of revenue for the
year ended December 31, 2009, compared with a net loss of
$25.2 million on $433,000 of revenue for 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$3.0 million in assets, $2.4 million of debts, and $562,000 of
stockholders' equity.

PricewaterhouseCoopers LLP, in Houston, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has an accumulated
deficit of $174.5 million at December 31, 2009, the Company
projects that it will need to raise additional in 2010 and there
can be no assurance that the Company will be able to raise
sufficient capital.

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

               http://researcharchives.com/t/s?5909

The Woodlands, Tex.-based Repros Therapeutics Inc. is
biopharmaceutical company focused on the development of oral small
molecule drugs for major unmet medical needs.


RICHARD FISCH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Richard J. Fisch
               Linda E. Fisch
               7611 N. Invergordon Road
               Paradise Valley, AZ 85253

Bankruptcy Case No.: 10-06970

Chapter 11 Petition Date: March 15, 2010

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Debtors' Counsel: Thomas G. Luikens, Esq.
                  Ayers & Brown, P.C.
                  4227 N. 32nd St., 1st Fl.
                  Phoenix, AZ 85018-4757
                  Tel: (602) 468-5700
                  Email: Thomas.Luikens@azbar.org

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

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

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

             http://bankrupt.com/misc/azb10-06970.pdf

The petition was signed by the Joint Debtors.


RITZ CAMERA: Hearing on Liquidating Plan Set for April 20
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Bankruptcy Court
will convene a hearing on April 20 to consider confirmation of the
liquidating Chapter 11 plan of Ritz Camera Centers Inc.

According to the explanatory disclosure statement, which was
approved March 4, unsecured creditors are expected to recover
between 4% and 14% under the Plan.

Bloomberg recounts Ritz began the liquidation by generating $40
million from the sale of all 129 Boater's World Marine Centers.  A
group including the company's chief executive officer paid $16.25
million in cash and gave a $7.8 million note in July to buy at
least 163 of the remaining 375 camera stores.  Later, Ritz was
authorized to sell a $4 million account receivable to one of the
owners of the company that owned the debt.  The receivable sold
for $1.5 million.

                         About Ritz Camera

Headquartered in Beltsville, Maryland, Ritz Camera Centers, Inc. -
- http://www.ritzcamera.com/-- sells digital cameras and
accessories, and electronic products.  The Company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Irving E. Walker, Esq., Gary H. Leibowitz, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Baltimore, are
bankruptcy counsel to the Debtor.  Norman L. Pernick, Esq., and
Karen M. Mckinley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, serve as local counsel.
Thomas & Libowitz, P.A., is Debtor's special corporate counsel and
conflicts counsel.  Marc S. Seinsweig, at FTI Consulting, Inc,
acts as the Debtor's chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.  Attorneys at
Cooley Godward Kronish LLP represent the official committee of
unsecured creditors as lead counsel.  The Committee selected
Bifferato LLC as Delaware counsel.  In its schedules, the Debtor
listed total assets of $277 million and total debts of
$172.1 million.


ROBERT CLARK GILBERT: Case Summary & 1 Largest Unsecured Creditor
-----------------------------------------------------------------
Debtor: Robert Clark Gilbert
        70 Blossom Trail
        Acworth, GA 30101

Bankruptcy Case No.: 10-41047

Type of Business:

Chapter 11 Petition Date: March 15, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Rome)

Debtor's Counsel: Joseph J. Burton, Jr., Esq.
                  Burton & Armstrong, Suite 1750
                  Two Ravinia Drive
                  Atlanta, GA 30346
                  Tel: (404) 892-4144
                  Fax: (404) 892-0390
                  Email: jayburton@ballp.com

Estimated Assets: $10,000,001 to $50,000,000

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

The petition was signed by Mr. Gilbert.

Debtor's List of 1 Largest Unsecured Creditor:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Georgian Bank                                     $1,300,000
33 Cumberland Blvd.
Atlanta, GA 30339


SALANDER-O'REILLY: Preparing for Art Works Auction
--------------------------------------------------
Salander-O'Reilly Galleries LLC is conducting discussions with
Christie's International about auctioning art works belonging to
the estate, Bill Rochelle at Bloomberg News reported.  According
to the report, the art gallery is now in talks for an auction
after it reached a settlement with the secured lender.

                      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.


SCIENTIFIC GAMES: S&P Cuts Corporate Family Rating to 'Ba3'
-----------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Ratings of
Scientific Games Corporation and Scientific Games International to
Ba3 from Ba2 and assigned a stable rating outlook.  SGI is a
wholly-owned subsidiary of SGC.  This action concludes the review
which began on February 22, 2010.

The rating action reflects Moody's opinion that SGC's credit
metrics will not meet longer-term targets needed for the company
to maintain its Ba2 Corporate Family Rating.  Moody's expects that
the anemic macroeconomic environment and consumers' reluctance to
increase discretionary spending is likely to curtail lottery
revenue growth and profit improvement in 2010.  In Moody's view,
the recently announced strategic relationship with Playtech
Limited is not likely to impact SGC's growth rate in the near-term
and instant ticket sales in China are not growing as quickly as
anticipated.  Therefore, earnings are likely to be below Moody's
previous estimates.  Additionally, debt levels are not expected to
decline to any significant degree due to capital spending and
investment opportunities, including possible payment of an upfront
payment in connection with the anticipated extension of the
Italian lottery concession pending final regulatory resolution.
Last week, the Council of State in Italy affirmed the original
tender results, and now the company awaits a decision by the
AAMS(Amministrazione Autonoma dei Monopoli di Stat) to leave the
original result unchanged or re-open the tender process.  As a
result, SGC's debt/EBITDA of approximately 5.0 times (on a Moody's
adjusted basis) is not likely to decline materially over the next
two years.

The stable outlook reflects Moody's expectation that debt/EBITDA
and EBITDA/interest will improve modestly from current levels and
remain consistent with a Ba3 rating over the intermediate term.

These ratings were downgraded:

Scientific Games Corporation:

* Corporate Family Rating to Ba3 from Ba2

* Probability of Default Rating to Ba3 from Ba2

* $187.1 million 6.25% senior subordinated notes due 2012 to B1
  (LGD 5, 80%) from Ba3 (LGD 5, 80%)

Scientific Games International:

* $540 million senior secured term loan maturing 2013 to Ba1 (LGD
  2, 19%) from Baa3 (LGD 2, 19%)

* $250 million senior secured revolving credit facility expiring
  2013 to Ba1 (LGD 2, 19%) from Baa3 (LGD 2, 19%)

* $200 million 7.875% senior subordinated notes due 2016 to B1
  (LGD 5, 80%) from Ba3 (LGD 5, 80%)

* $350 million 9.25% senior subordinated notes due 2019 to B1 (LGD
  5, 80%) from Ba3 (LGD 5, 80%)

Moody's previous rating action on SGC occurred on February 22,
2010, when the company's ratings were placed on review for
possible downgrade.

Scientific Games Corporation provides services, systems, and
products to the lottery industry, the wide area gaming industry
and the pari-mutuel wagering industry.  The company generates over
$900 million of annual revenues.


SELECT COMFORT: Dismisses KPMG, Hires Deloitte & Touche
-------------------------------------------------------
In a regulatory filing Monday, Select Comfort Corporation
disclosed that Company has approved the dismissal of KPMG LLP as
the Company's independent registered public accounting firm, and
effective March 9, 2010, approved the engagement of Deloitte &
Touche LLP as the Company's new independent auditors for the year
ending January 1, 2011.

"KPMG's report on the Company's consolidated financial statements
as of and for the 2009 fiscal year ended January 2, 2010, did not
contain any adverse opinion or disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope, or
accounting principles."  The Company discloses that during the
Company's two most recent fiscal years ended January 2, 2010, and
January 3, 2009, and the subsequent interim period through the
date of dismissal, there were no disagreements with KPMG on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.

              Going Concern Qualification in FY 2008

KPMG expressed substantial doubt about the Company's ability to
continue as a going concern in its report on the Company's
consolidated financial statements as of and for the 2008 fiscal
year ended January 3, 2009.  KPMG noted that of the Company's
losses from operations and inability to generate sufficient cash
flow to meet obligations and sustain operations.

                         FY 2009 Results

The Company reported net income of $35.6 million on net sales of
$544.2 million for the year ended January 2, 2010, as compared to
a net loss of $70.2 million on net sales of $608.5 million for the
year ended January 3, 2009.

At January 2, 2010, the Company's consolidated balance sheets
showed $118.2 million in assets, $95.8 million in debts, and
$22.5 million of stockholders' equity.

A full-text copy of the Company's annual report is available at no
charge at http://researcharchives.com/t/s?597d

Minneapolis, Minn.-based Select Comfort Corporation develops,
manufactures, markets and distributes premium quality, adjustable-
firmness beds and other sleep-related accessory products.

                          *     *     *

This concludes the Troubled Company Reporter's coverage of Select
Comfort Corporation until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


SIRIUS XM: Moody's Upgrades Rating on Senior Notes to 'Caa1'
------------------------------------------------------------
Moody's Investors Service upgraded Sirius XM Radio Inc.'s new
8.75% senior unsecured notes due 2015 to Caa1 from Caa2 and its
9.75% senior secured notes due 2015 to B1 from B2 following the
upsize of the offering to $800 million from $550 million.  Sirius
XM plans to utilize the incremental net proceeds to repay its
$244 million senior secured term loan due 2012 and for general
corporate purposes.  The upgrades reflect the elimination of the
senior secured credit facility, which has a first priority lien on
Sirius XM's assets and a senior position in the capital structure
relative to the proposed 2015 notes and the existing 9.75% notes.
Eliminating the first priority lien loan enhances the recovery
prospects of the remaining debt instruments in the event of a
default, which drives the upgrade.  The transaction does not
affect Sirius XM's Caa1 Corporate Family Rating, B3 Probability of
Default Rating or SGL-2 speculative-grade liquidity rating or XM
Radio's ratings.  The rating outlook remains stable.  A full list
of the company's rated instruments follows.

Upgrades/Ratings:

Issuer: Sirius XM Radio Inc.

  -- Senior Secured 9.75% Bonds due 2015, Upgraded to B1, LGD2 -
     22% from B2, LGD3 - 33%

  -- Senior Unsecured 8.75% Bonds due 2015, Upgraded to Caa1, LGD5
     - 73% from Caa2, LGD5 - 76%

Issuer: XM Satellite Radio Inc.

  -- Senior Secured 11.25% Bonds due 2014, rated B2, LGD3 - 32%
  -- Senior Unsecured 13% Bonds due 2013, rated Caa2, LGD5 - 76%

The offering will favorably extend the maturity profile but result
in an approximate $15 million increase in interest expense that
will moderately reduce cash flow available to repay debt.  The
retirement of the term loan also removes a key potential
restriction to combining Sirius XM with XM Satellite Radio Inc.
(XM Radio) and/or XM Satellite Radio Holdings, Inc. in that the
2012 term loan has a merger prohibition covenant.  The remaining
restriction to combining Sirius XM with XM Radio and/or XM
Holdings following the offering will be 6x debt incurrence tests
in the company's various debt agreements.

The last rating action was on March 12, 2010 when Moody's assigned
a Caa2 rating to Sirius XM's new notes due 2015.

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.


SIX FLAGS: Amends Texas General Liability Policy
------------------------------------------------
Six Flags Inc. and its units sought and obtained the Court's
approval to amend the Amended Texas General Liability Policy nunc
pro tunc to February 27, 2010.

Prior to the Petition Date, ACE American Insurance Company and
its affiliates issued certain insurance policies to, and entered
into related agreements with the Debtors; and ESIS, Inc. entered
into certain agreements, including servicing agreements with the
Debtors.  After the Petition Date, the Debtors and ACE agreed to
a proposal, which set forth certain terms for postpetition
insurance for the period from December 31, 2009, through
December 31, 2010, pursuant to which certain policies providing
workers' compensation, automobile liability and general liability
coverage would be issued to the Debtors.

In December 2009, the Debtors sought and obtained the Court's
authority to assume the Ace Prepetition and Postpetition
Insurance Programs.

The Debtors are currently self-insured for the general liability
claims arising out of their Texas operations.  The ACE
Prepetition and Postpetition Insurance Programs provided only
limited coverage for the Texas GL Claims in excess of the
Debtors' self-insured retention.

The State of Texas Department of Insurance has notified the
Debtors that their existing self-insurance program does not
satisfy the requirements of Texas law.

With the concurrence of ACE, the Debtors requested, subject to
certain conditions, to provide for the Texas GL Claims subject to
the Terms and conditions of: (i) a certain amendment 1 to the
December 31, 2009 Notice of Election which amends the notice of
election contained in the Proposal Agreement and (ii) the general
liability policy that may be issued pursuant to the Amendment.
The Aggregate estimated premium payable to ACE with respect to
the Texas GL Policy is $25,000.

As security for the Debtors' obligations under the ACE Insurance
Program, the Debtors provided ACE with a letter of credit in the
amount of $23,013,891, paid loss deposit funds and claims funds
in the aggregate amount of $1,204,661 and $2,100,000 in cash
collateral.  In connection with the issuance of the Texas GL
Policy, the Debtors will provide ACE with an additional
$1,500,000 in cash collateral.  The Collateral provided by the
Debtors secures all now existing and hereafter arising
obligations of the Debtors to ACE under the ACE Program.

The Debtors assert that entry into the Amendment and the Texas GL
Policy is authorized by the December Order and further by Section
363(c) of the Bankruptcy Code, which permits the Debtors to
operate their business in the ordinary course.

                           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: Gets Nod to Reject Kentucky Theme Park Leases
--------------------------------------------------------
Bankruptcy Judge Christopher Sontchi granted Six Flags Inc.'s
request to reject effective April 9, 2010:

(1) the park lease agreement, dated February 21, 1996, with the
     Commonwealth of Kentucky, the State Property and
     Buildings Commission of the Commonwealth of Kentucky, the
     Finance and Administration Cabinet of the Commonwealth of
     Kentucky, and the Kentucky State Fair Board, for the
     premises known as Six Flags Kentucky Kingdom; and

(2) the assignment and assumption agreement of the park lease,
     dated October 31, 1997, between Kentucky Kingdom, Inc., and
     Debtor KKI, LLC.

The State Agencies and Kentucky Kingdom, Inc., entered into the
Amended and Restated Lease Agreement for the real property known
as the Kentucky Kingdom.  On October 31, 1997, KK Inc., assigned
its interest as tenant in the Park Lease to KKI, LLC.

On January 8, 2010, the Court approved the stipulation between
Debtor KKI, LLC and the Park Landlords, whereby the parties
agreed to extend the deadline by which the Debtors had the right
to assume or reject the Park Lease from January 9, 2010, to
April 9.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, says that pursuant to the terms of the
Lease, KKI leased Six Flags Kentucky Kingdom theme park, the
current term of which will expire on December 31, 2019.  After a
review and analysis of the terms of the Lease, KKI, no longer
believes that the Lease is in the best interest of the estate.
The revenue generated by the Debtors' operations at the leased
premises is insufficient to justify the expenses incurred under
the Lease and in the operation of SFKK, according to Mr.
DeFranceschi.  The continued payments under the Lease would be
economically burdensome and would constitute an unnecessary drain
on the Debtors' assets, he adds.

Judge Sontchi directed the Debtors to remove all their personal
property from the Leased Premises not later than the April 9,
2010, unless the Debtor and the Park Landlord -- the Commonwealth
of Kentucky, et al. -- mutually agree to an extension of time to
remove the personal property;

With respect to any rides or attractions located wholly or
partially on the Leased Premises that are the subject of the
Adversary Proceedings between the parties, the rides and
attractions will not be included within Judge Sontchi's order and
Debtors will not be deemed to have abandoned the Contested Rides
as a result of the Contested Rides remaining on the Leased
Premises as of the Rejection Effective Date.

The interest of the parties in the Contested Rides will be
determined consistent with the ongoing Adversary Proceedings
with respect to the ownership interests of the parties and the
disposition, if any, will be subject to further order of the
Court.  Pending further order of the Court, or as otherwise
agreed to between the parties, the Contested Rides will remain in
their current position on the Leased Premises, Judge Sontchi
ruled.

Further, Judge Sontchi ordered that with respect to any real
property, personal property rides, attractions, fixtures,
buildings, structures or any other property of any type or
character located on the real property that comprises a portion
of Six Flags Kentucky Kingdom that is not a part of the Leased
Premises that property will remain the property of the Debtors
and will not be deemed abandoned.

Prior to the Court's Order, the Park Landlords informed the Court
that they partly object to the Debtors' request for the rejection
of the park lease agreement and the assignment and assumption
agreement of the park lease.

The Park Landlords' objection stems from their belief that the
language in the motion is replete with uncertainty and vagueness.
The Park Landlords contend that while they recognize the fight of
the Debtors to abandon personal property at the Kentucky Kingdom,
additional disclosure and direction is necessary in order to
preserve the value of the Park as an amusement park, preserve the
value of the Debtors' fee interest in real property with the
park, and in order to maximize the value of the Debtors' own
property.

By their objection, the Park Landlords asked the Court to direct
the Debtors to provide additional details as may be necessary for
the Park Landlords to adequately protect their interests and
market the property.  Additionally, the Park Landlords asked the
Court to provide an explicit reservation of rights to enable them
to pursue and prosecute all causes of action it may have against
the Debtors with respect to the property.

                           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: SFI Unsecured Noteholders Split on Plan Voting
---------------------------------------------------------
Travis K. Vandell, senior managing consultant at Kurtzman Carson
Consultants LLC, disclosed with the United States Bankruptcy
Court for the District of Delaware the voting results on Six
Flags' Fourth Amended Plan dated December 18, 2009.

Under the Second Amended Plan, only holders of claims in these
classes were entitled to vote to accept or reject the Plan:

     Class            Type of Claim
     -----            -------------
       5              SFTP TW Guaranty Claims
       8              SFO Prepetition Credit Agreements Claims
       9              SFO TW Guaranty Claims
      11              SFO Unsecured Claims
      12              SFI TW Guaranty Claims
      14              SFI Unsecured Claims

The voting result as tabulated by KCC:

Voting             ACCEPT                     REJECT
Class       Amount       Number         Amount      Number
          -----------    ------      -----------    -------
5        $10,000,000      1               $0          0
              100%       100%              0%          0%

8       $454,108,997     31               $0          0
              100%       100%              0%          0%

9        $19,000,000      1                          0
              100%       100%              0%          0

11       $348,571,422     68        $65,625,673       13
            84.16%     83.95%          15.84%       16.05%

12        $10,000,000      1              $0          0%
              100%       100%              0%         0%

14       $358,604,423    222       $735,367,906      183
            32.78%     54.81%          67.22%       45.19%

KCC disclosed that one Class 14 claimant with a claim amount of
$2,720 abstained from voting to accept or reject the plan.

Further, KCC disclosed that 17 ballots were excluded from
tabulation because the ballots did not conform in all respects
with the requirements for a valid Ballot as set forth in the
Solicitation Procedures Order.

The excluded ballots are:

Creditor Name                 Class                  Reason
-------------                 -----                  ------
CGM/SAL BRO                   11         Not a record holder

CGM/SAL BRO                   14         Not a record holder

List Strategies Inc.          11            Did not indicate
                                             Accept or Reject

List Strategies Inc.          14            Did not indicate
                                             Accept or Reject

Mariner - Tricadia Credit                Not a record holder
Strategies Master Fund Ltd.  14

Mariner - Tricadia Credit                Not a record holder
Strategies Master Fund Ltd.   14

Mariner - Tricadia Credit     14         Not a record holder
Strategies Master Fund Ltd.

Mariner - Tricadia Credit     14         Not a record holder
Strategies Master Fund Ltd.

Star Sweep                    14                No signature

Structured Credit
Opportunities Fund II LP      14         Not a record holder

Structured Credit
Opportunities Fund II LP      14         Not a record holder

Structured Credit
Opportunities Fund II LP      14         Not a record holder

Structured Credit
Opportunities Fund II LP      14         Not a record holder

Structured Credit
Opportunities Fund II LP      14         Not a record holder

Structured Credit
Opportunities Fund II LP      14         Not a record holder

Tricadia Distressed and       14         Not a record holder
Special Situations Master
Fund Ltd.

Tricadia Distressed and       14         Not a record holder
Special Situations Master
Fund Ltd.

Tricadia Distressed and       14         Not a record holder
Special Situations Master
Fund Ltd.

A full-text copy of the Tabulation Results is available for free
at http://bankrupt.com/misc/SixF_votingresults.pdf

           Debtors Say Plan Satisfies All Requirements

The Debtors filed a memorandum of law in support of confirmation
of their Fourth Amended Joint Plan of Reorganization, filed
December 18, 2009.  The Debtors maintain that the Plan satisfies
all requirements for confirmation mandated by the Bankruptcy
Code, enables them to emerge as a viable, vibrant organization
with a restructured balance sheet and a capital structure geared
to achieve long-term profitability.

The Plan, Paul E. Harner, Esq., at Paul, Hastings, Janofsky &
Walker LLP, in Chicago, Illinois, reiterates, is a result of
extensive, often torturous negotiations, and while the fully
consensual plan has not proven feasible here, the Debtors' Plan
treats creditors fairly in all respects by appropriately
allocating them value in light of their seniority in the capital
structure.

The Debtors note that while the confirmation litigation has been
contentious and the objections are voluminous, the actual issues
before the Court at confirmation are straightforward.  Mr. Harner
points out:

  (1) The question at issue is principally a valuation dispute.
      In addressing the valuation issue, all four experts
      proffered opinions that apply similar methodologies and
      begin from the same starting point -- namely, the Debtors'
      forecasted performance.  The Debtors will establish that
      the proffered expert valuation is plainly appropriate in
      light of their anticipated performance, the valuation of
      comparable companies, and recent transactions in the
      marketplace.

  (2) Faced with a loss on the ultimate valuation question, the
      objectors turn toward the technical, arguing that there
      are structural defects in the Plan, both in terms of its
      supposed failure to be accepted by an impaired class of
      creditors, and as a fall-back in terms of its supposed
      improper reliance on the votes of an insider.  Both of
      these arguments are entirely unavailing.

  (3) In the last resort of the truly desperate, the objectors
      deny reality and defy their own rhetoric in steadfastly
      contending that the Plan should not be confirmed because
      the Debtors have not proposed it in good faith.

The Debtors further maintain that their Plan should be confirmed
because it fully complies with all requirements under Section
1129 of the Bankruptcy Code.

The Debtors sought leave to exceed the page limit requirement for
their memorandum of law in support of the confirmation of their
Plan.

A full-text copy of the Memorandum of Law is available for free
at http://bankrupt.com/misc/sixfplanmemo.pdf

          SFI Noteholders Seek to Strike Memorandum

The Ad Hoc Committee of Six Flags Noteholders ask the Court to
strike Sections III(B)(1) and III(B)(2) of the Debtors'
memorandum in support of the Debtors Fourth Amended Plan of
Reorganization, and to preclude the Debtors from making certain
arguments that are inconsistent with positions they have
previously asserted.  Further, the SFI Noteholders ask the Court
to prohibit the Debtors from arguing the positions contained in
Section III(B) of the Debtors' memorandum at the Confirmation
Hearing.

The SFI Noteholders seek to strike portions of the Debtors'
memorandum because of their inconsistent arguments which the
Debtors are judicially estopped from raising.  Judicial estoppel
prevents a party from assuming a position inconsistent with one
which it took in a prior proceeding, GianClaudio Finizio, Esq.,
at Bayard, P.A., in Wilmington, Delaware says.

Mr. Finizio tells the Court that in response to the SFI
Noteholders' objection, at a hearing on December 8, 2009, counsel
for the Debtors stated in Court that "there is going to be no
attempt to say [at the Confirmation Hearing], for example, a
consenting impaired class at the SFO level constitutes a
consenting impaired class . . . at the SFI level."  Instead, the
Debtors explained, "[w]e need to meet the confirmation
requirements with respect to each state . . . ."

The Debtors, having gained approval of their Disclosure Statement
partly due to the assurances they previously made to the Court,
the Debtors now seek to have the Court ignore their prior
statements.  They go as far as to reject the possibility that
their prior statements are "somehow binding" and they instead
argue precisely what they told the Court they would not argue:
that a consenting class at the SFO level does, in fact,
constitute a consenting impaired class at the SFI level.

Furthermore, in their pre-trial memorandum, the Debtors state:
"[A]ny of the SFO Prepetition Credit Agreement Claims, the SFO
Unsecured Claims, or the SFI TW Guaranty Claims satisfies Section
1129(a)(10)'s consenting impaired class requirement."  Rather
than meet[ing] the confirmation requirements with respect to each
estate," the Debtors contend that Section 1129(a)(10) does not
require plan's proponent to present a consenting impaired class
with respect to each debtor covered by a plan.

A full-text copy of Section III(B) is available for free at:

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

                   SFO Committee Supports Plan

Throughout the pendency of these Chapter 11 cases, the Debtors,
in good faith, worked with their creditors to devise a plan of
reorganization that maximizes value and allows for the Debtors'
prompt emergence from Chapter 11, the SFO Noteholders relate.
Those efforts culminated in a Plan that deleverages the Debtors'
balance sheet through new, fully committed, debt and equity
financing.

The Plan, the SFO Noteholders iterate, is fair and equitable,
satisfies the elements for confirmation set forth in the
Bankruptcy Code, and, if confirmed, will allow the Debtors to
exit bankruptcy well before their summer season is in full swing.

Nevertheless, the Ad Hoc Committee of SFI Noteholders and the
Official Committee of Unsecured Creditors dominated by SFI
noteholders, object to the Plan, asserting that they are "days
away" from committed financing for a "fully baked" alternative
plan that is superior to the Debtors' Plan.  These same hollow
promises have been unfulfilled for the past four months, the SFO
Noteholders assert.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, counsel to the SFO Noteholders, tells the Court that
the time is up, the confirmation hearings have already started,
and no committed financing, as promised by the SFI Noteholders,
exists.  Meanwhile, he notes, the "fully baked plan" continues to
change shape, as the SFI Committee struggles, without one penny
of committed financing, to devise a plan that allows them to
procure the Debtors' equity for themselves without paying the
structurally senior SFO noteholders' claims in full.

Mr. Dizengoff asserts that evidence is unrebutted that the
Debtors cannot support the amount of debt on which the SFI
alternative proposal is premised, even if the SFI Committee is
able to procure committed financing.  Moreover, the expert
testimony proffered at the confirmation hearing will show that
the Plan distributions are consistent with the absolute priority
rule, and that the SFI Noteholders' recoveries exceed the value
of the assets held at SFI, he notes.

The existing Plan is the best, and indeed, the only, mechanism by
which to provide the Debtors' creditors with the recoveries to
which they are entitled while still allowing the company to
continue as a viable enterprise, Mr. Dizengoff maintains.

The Plan should be confirmed, the SFO Noteholders assert.

The SFO Noteholders, prior to filing the memorandum, sought and
obtained the Court's authority to exceed the 40-page limit with
respect to a Memorandum of Law that it intended to support the
Debtors' Fourth Amended Plan of Reorganization.  The SFO
Noteholders also sought and obtained the Court's approval to file
under seal, certain exhibits to its Memorandum of Law in support
of the Debtors' Fourth Amended Plan of Reorganization.

                          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).


SMART ONLINE: Atlas Capital Holds 40% of Common Stock
-----------------------------------------------------
Atlas Capital, SA, disclosed that as of February 11, 2010, it may
be deemed to beneficially own 7,265,269 shares or roughly 40% of
the common stock of Smart Online, Inc.

On January 20, the Troubled Company Reporter said Atlas Capital as
of January 4, 2010, had roughly 39% of the common stock of Smart
Online.

Atlas Capital said as of February 12, 2010, it has acquired, in
the aggregate, 7,265,269 shares of Common Stock either from the
Company or from other shareholders of the Company.  Atlas Capital
has paid an aggregate of $19,644,247.08 for the shares from
corporate funds, including 56,206 shares acquired from Dennis
Michael Nouri -- the former President and Chief Executive Officer
of the Company -- pursuant to a note cancellation agreement.  In
exchange for the shares acquired from Mr. Nouri, Atlas Capital
cancelled a note under which Mr. Nouri owed Atlas Capital
principal and interest totaling $85,117.

                        About Smart Online

Durham, North Carolina-based Smart Online, Inc. --
http://www.smartonline.com/-- develops and markets software
products and services (One Biz(TM)) targeted to small businesses
that are delivered via a Software-as-a-Service model.  The Company
sells its SaaS products and services primarily through private-
label marketing partners.  In addition, the Company provides
sophisticated and complex Web site consulting and development
services, primarily in the e-commerce retail and direct-selling
organization industries.

At September 30, 2009, the Company had $1,788,096 in total assets
against $13,610,936 in total liabilities, resulting in
stockholders' deficit of $11,822,840.


STANDARD FORWARDING: Sells Business for $1.5-Mil Plus Debt
----------------------------------------------------------
Standard Forwarding Co. received approval from the Bankruptcy
Court to sell its business for $1.5 million cash plus the
assumption of all secured debt.  The contract assures unsecured
creditors of recovering as much as 85 percent. A previous sale
fell through.

Standard Forwarding Co., Inc., is a less-than-truckload trucker
based in East Moline, Illinois.  It filed for Chapter 11
bankruptcy protection on November 13, 2009 (Bankr. C.D. Ill. Case
No. 09-83707).  Erich Buck, Esq., who has an office in Chicago,
Illinois, assists the Company in its restructuring efforts.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


STATION CASINOS: Gets Nod of Occidental Energy Deal
---------------------------------------------------
Station Casinos, Inc., obtained approval from the Court of a
mutual release with Occidental Energy Marketing, Inc., whereby
OEMI agrees to release a $2,115,000 letter of credit it currently
holds for SCI in exchange for certain mutual releases of claims by
both Parties.

The Parties entered into a certain Firm Natural Gas Services and
Sales Agreement, dated September 4, 2007, pursuant to which OEMI
delivered natural gas to nine hotel/casinos operated by SCI's non-
debtor subsidiaries.  According to the terms of the Sales
Agreement, these services terminated on October 31, 2009.

SCI provided OEMI with security for its performance under the
Sales Agreement in the form of a letter of credit in the amount of
$2,115,000.  Pursuant to prepetition agreement with Bank of
America as issuer of the LC and SCI's prepetition secured
creditors, the LC was cash collateralized by SCI in March 2009,
more than 90 days prior to the commencement of these bankruptcy
cases in July 2009.

Thomas M. Friel, executive vice president, chief accounting
officer, and treasurer of Station Casinos, Inc., said in a
declaration that although the Sales Agreement was nominally
entered into by SCI, in practice OEMI separately invoiced the nine
non-debtor subsidiaries of SCI that own the nine hotels serviced
by OEMI under the Sales Agreement.  During 2009, 108 payments were
made to OEMI affiliates Occidental Energy Marketing, Inc. and Oxy
West, LLC by the nine non-debtor subsidiaries.  All 108 payments
were directly paid by check drawn by each non-debtor subsidiary on
its own bank account and cleared using its own funds.

The Sales Agreement has expired pursuant to its terms and has been
replaced by a new agreement entered into between a non-debtor
subsidiary of SCI and another natural gas vendor.

Mr. Friel says all open invoices between OEMI and SCI's nine non-
debtor subsidiaries have been paid.  The nine hotel/casinos
serviced by the Sales Agreement received natural gas from OEMI
according the terms of the Sales Agreement.

But for SCI being a Chapter 11 debtor in the bankruptcy cases,
OEMI would be willing to return the LC to SCI undrawn.  However,
Mr. Friel avers, in light of the pending bankruptcy case of SCI,
OEMI has elected to retain the LC to protect its position in the
event that OEMI is later the subject of an action to recover any
of the payments made to OEMI.

OEMI has offered to return the LC to SCI immediately and to give
SCI a release in consideration of SCI's release of all claims
against OEMI, including any claims arising under Sections 547,
548, 549 and 550 of the Bankruptcy Code.

Return of the LC will result in the return to SCI of cash
collateral in at least the amount of the LC, thus freeing up over
$2,100,000 of currently restricted cash of SCI.

Mr. Friel says the terms of the Release are fair and extremely
beneficial to SCI's estate.  SCI holds, at best, a claim with a
value of $4685.  Absent the releases of claims, OEMI will not
release the LC prior to the expiration of the statute of
limitations on any claims SCI could have against OEMI.  By
agreeing to forego any claims, Mr. Friel relates, SCI will be able
to cancel the LC and obtain an early return of the posted cash
collateral for the LC.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Panel Has OK for Maupin Cox as Nevada Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Station Casinos
Inc.'s cases obtained the Court's authority to retain Maupin, Cox
& LeGoy as its Nevada conflicts counsel in substitute for
Greenberg Traurig, nunc pro tunc to January 19, 2010.  MCL will
assist Quinn Emanuel Urquhart Oliver & Hedges, LLP, as local
Nevada counsel for the Committee.

As Nevada conflicts counsel, MCL will:

  (a) assist the Committee and its counsel, as requested, in
      matters related to the Standing Motion;

  (b) represent the Committee as local counsel in all
      proceedings before the Court or other courts of
      jurisdiction over the Debtors' Chapter 11 cases with
      respect to the Standing Motion; including, but not
      necessarily limited to, preparing or reviewing all
      motions, answers and orders necessary to protect the
      interests of the Committee in that matter and ensuring
      that the pleadings are in compliance with the Court's
      local practice and Local Rules;

  (c) assist the Committee and its professionals in
      developing legal positions and strategies with respect to
      the Standing Motion;

  (d) provide other counsel and advice as the Committee or its
      professionals may require in connection with the Standing
      Motion; and

  (e) work closely with, while taking care not to duplicate
      services of, other Committee counsel and professionals
      with respect to the Standing Motion.

Christopher D. Jaime, Esq., a shareholder of Maupin, Cox & LeGoy,
says the Committee has been assured that the services of MCL will
not be duplicative of services provided by other counsel to the
Committee and will be limited to matters related to the Standing
Motion for which GT is unable to assist the Committee as Nevada
Conflicts Counsel.

The Debtors will pay and reimburse MCL for fees and expenses
incurred while performing the services to the Committee.

MCL's current hourly rates applicable to the principal attorneys
and paraprofessionals proposed to represent the Committee in the
limited capacity are:

  Professional                        Hourly Rate
  ------------                        -----------
Christopher D. Jaime - Shareholder        $395
Donald A. Lattin - Shareholder            $395
Karen Bernhardt - Paralegal               $150

Generally, MCL's hourly rates are:

  Professional                        Hourly Rate
  ------------                        -----------
Shareholders                          $395 - $450
Associates                            $175 - $250
Legal Assistants / Paralegal           $95 - $150

Mr. Jaime assures the Court his Firm does not hold or represent
any interest adverse to the Committee or the Debtors' estates, and
MCL is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 11 07(b).

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Proposes to Pay Employee Contract Bonuses
----------------------------------------------------------
Station Casinos Inc. and its units ask the Bankruptcy Court for
authority to pay three employees their guaranteed employment
contract bonuses pursuant to the terms of three separate,
prepetition employment contracts entered into with the subject
employees.

In the Prior Wages & Benefits Motion, the Debtors did not request
authority to pay any bonuses to employees under the Debtors'
various prepetition bonus programs, which include, retention
bonuses, guaranteed employment contract bonuses, "stretch"
bonuses, and discretionary target bonuses.  To the contrary, the
Debtors specifically excluded a request to pay bonuses from the
Prior Wages & Benefits Motion.

Proposed contract bonus to be paid to subject employees pursuant
to employment contracts are:

   Employee                    Proposed Bonus
   --------                    --------------
   Employee "A"                    $180,000
   Employee "B"                     $33,750
   Employee "C"                     $50,000

The identities of the Subject Employees are redacted to protect
the privacy of the Subject Employees and pursuant to the
confidentiality provisions of the Employment Contracts, according
to Robert C. Shenfeld, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in Los Angeles, California.

Mr. Shenfeld says none of the Contract Bonuses, denominated either
a "supplemental bonus" or a "guaranteed bonus" in the Employment
Contracts, are conditioned upon the performance of SCI or of the
subject employee and are not discretionary.

Each of the Contract Bonuses functions as annualized compensation
to the respective Subject Employee.  The Subject Employees are
each corporate vice-presidents of SCI and the Contract Bonuses,
combined with their other compensation, constitutes fair and
appropriate compensation for the level of services provided to
SCI, Mr. Shenfeld relates.

The Debtors believe the Contract Bonuses are postpetition contract
obligations, which can be paid in the ordinary course.   In an
abundance of caution, and in light of the fact that Contract
Bonuses were excluded from the Prior Wages & Benefits Motion and
cover a twelve-month period of employment that includes several
months of services rendered prepetition, SCI now seeks Court
authority to pay the Contract Bonuses.

Mr. Shenfeld avers that by seeking authority to pay the Contract
Bonuses SCI does not seek to deviate in any way from the interim
or final orders approving the Prior Wages & Benefits Motion and
does not seek to affect, alter or otherwise modify the Employment
Contracts.  Moreover, Mr. Shenfeld says, SCI does not seek to
assume the Employment Contracts or otherwise affect its rights
under the Employment Contracts, including, but not limited to
SCI's rights under Section 365 of the Bankruptcy Code.

Thomas Friel, executive vice president, chief accounting officer,
and treasurer of Station Casinos, Inc., filed a declaration in
support of the Motion.

                          *     *     *

The Debtors sought and obtained from the Court an order to hear
the Motion on April 26, 2010, at 10:00 a.m., solely with respect
to the three corporate vice-presidents.

In a declaration filed with the Court, Mr. Shenfeld avers that
scheduling the hearing on the Motion on April 26, 2010, will
shorten notice of the Motion by one day.  Moreover, the Debtors
aver that scheduling the hearing date for the Motion on April 26
will reduce administrative fees and expenses; especially because
there is no omnibus hearing date scheduled in the Chapter 11 Cases
in May 2010 and it will avoid the need to have a hearing on an
additional day.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


SWOOZIE'S INC: DIP Financing Gets Interim OK; Committee Objects
---------------------------------------------------------------
Swoozie's, Inc., sought and obtained interim authorization from
the U.S. Bankruptcy Court for the Hon. C. Ray Mullins of the
Northern District of Georgia to obtain postpetition secured
financing from Wells Fargo Bank, National Association.

The DIP lenders have committed to provide up to $3,500,000.

Wendy R. Reiss, Esq., at Alston & Bird LLP, the attorney for the
Debtor, explain that the Debtor needs the money to fund its
Chapter 11 case, pay suppliers and other parties.

The DIP facility will mature on April 15, 2010.  Advances under
the DIP Credit Facility will bear interest at the Floating Rate.
The Floating Rate is the sum of (a) the Daily Three Month LIBOR
and (b) the Margin.  The Margin for Floating Rate Loans is 8%.
Upon the occurrence and during the continuance of any event of
default, the applicable interest rate will increase by 3.00% per
annum.

The Debtors' obligations under the DIP facility are secured by all
of the Debtors' assets.

The DIP Lender is granted valid, binding, enforceable and
perfected lien in and to the collateral.  The DIP Credit Agreement
provides that the indebtedness will be an allowed super priority
administrative expense claim.

The Debtor will pay a host of fees to the Lender: a closing fee of
$50,000 and an unused line fee of 0.25% of the daily average of
the Maximum Line Amount reduced by the aggregate outstanding
Advances, from the date of the DIP Credit Agreement to and
including the termination date, which unused line fee will be
payable monthly in arrears on the first day of each month and on
the termination date.

The Debtor will pay fees in connection with any collateral exams,
surveys, audits or inspections conducted by or on behalf of Wells
Fargo at the current rates established from time to time by Wells
Fargo as its collateral exam fees (which fees are currently $125
per hour per collateral examiner), together with all actual out-
of-pocket costs and expenses incurred in conducting any collateral
examination, survey, audit or inspection.

The DIP Liens will be senior in priority to the Crane Liens and
the Crane Replacement Liens.

As adequate protection, Wells Fargo is granted replacement liens
in and to all of the collateral as partial adequate protection to
prepetition lender to the extent of any diminution in value of the
prepetition collateral caused by Debtor's use, consumption, sale,
collection or other disposition of any prepetition collateral.
The Wells Fargo replacement liens will be senior in priority to
the DIP Liens, the Crane Liens and the Crane Replacement Liens.

Debtor is a party to a Secured Promissory Note with Crane & Co.,
Inc., dated February 25, 2009.  Crane is granted replacement liens
in and to all inventory acquired by Debtor after the Petition Date
as partial adequate protection to Crane to the extent of any
diminution in value of Crane's interest in the prepetition
inventory caused by Debtor's use, consumption, sale, collection or
other disposition of any Prepetition Inventory.  The Crane
replacement liens will be junior in priority to the DIP Liens and
the Wells Fargo replacement liens.

The DIP lien is subject to a carve-out for U.S. Trustee and Clerk
of Court fees; up to $370,000 in fees payable to professional
employed in the Debtors' case; and $30,000 in fees of the
committee in pursuing actions challenging the DIP Lenders' lien.

The Final Hearing was set for 2:30 p.m., on March 17, 2010, at
Courtroom 1203, Richard B. Russell Federal Building, 75 Spring
Street SW, Atlanta, Georgia 30303.

                        Committee Objection

The Official Committee of Unsecured Creditors has filed an
objection to the Debtor's motion for authorization to obtain DIP
financing and has asked the Court to reconsider entry of the
interim order approving the financing.  In the alternative, the
Committee requests that the Court modify the terms of the
requested DIP financing.

In the alternative, the Committee respectfully requests that the
Court to: (i) eliminate the carve-out, or in the alternative,
reapportion the carve-out more equitably between the Debtor s and
the Committee s professionals and/or altogether increase the
availability under the Carve-Out for the Committee's
professionals; (ii) expand by 45 days from April 4, 2010, the
period under which the Committee has to investigate and challenge
the validity of the prepetition debt or any interests of Wells
Fargo in the prepetition collateral or from asserting claims
against Wells Fargo under any lender liability theories; and (iii)
provide that any finding of validity arising by virtue of the
Committee's failure to challenge the amount, validity, extent,
perfection, or priority of or seek to set aside, avoid, offset, or
subordinate any of the prepetition debt or any interests of Wells
Fargo in the prepetition collateral won't be binding on a
subsequent Chapter 7 trustee.

The Committee is represented by Arnall Golden Gregory LLP.

                        About Swoozie's Inc.

Swoozie's Inc. is a luxury gift and paper retail chain, operating
in 15 states with 43 locations.  It was founded in 2001 in
Atlanta, Georgia, by Kelly Plank Dworkin and the late David
Dworkin.

Swoozie's filed for Chapter 11 bankruptcy on March 2, 2010 (Bankr.
N.D. Ga. Case. No. 10-66316).  Judge C. Ray Mullins presides over
the case.  Dennis Connolly, Esq., and Wendy R. Reiss, at Alston &
Bird, LLP, in Atlanta, Georgia, serves as bankruptcy counsel.  Lee
Diercks at Clear Thinking Group LLC serves as the Debtor's
financial advisor.  In its petition, the Debtor listed estimated
assets of $1,000,001 to $10,000,000, and estimated debts of
$10,000,001 to $50,000,000.


SYMBIO SOLUTIONS: Can Hire Goodrich as General Bankr. Counsel
-------------------------------------------------------------
Symbio Solutions, Inc., sought and obtained authorization from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
Goodrich Postnikoff & Albertson, LLP, as general bankruptcy
counsel.

GPA will, among other things:

     a. advise and assist the Debtor in the negotiation and
        documentation of agreements, debt restructuring and
        related transactions;

     b. monitor and advise the Debtor in transactions proposed by
        the parties-in-interest during the course of the case;

     c. review the nature and validity of liens asserted against
        the property of the Debtor and advise the Debtor
        concerning the enforceability of the liens; and

     d. advise the Debtor concerning the actions that might be
        taken to collect and to recover property for the benefit
        of the Debtor's estate.

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

        Partners                  $250-$300
        Associates                $175-$225
        Paraprofessionals            $90

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

Dallas, Texas-based Symbio Solutions, Inc., filed for Chapter 11
bankruptcy protection on 10-30134 (Bankr. N.D. Texas Case No. 10-
30134).  The Company listed $1,000,001 to $10,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


SYMBIO SOLUTIONS: Files Schedules of Assets & Liabilities
---------------------------------------------------------
Symbio Solutions, Inc., has filed with the U.S. Bankruptcy Court
for the Northern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
A. Real Property                             $0
B. Personal Property                 $8,139,512
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                    $24,948,362
E. Creditors Holding
   Unsecured Priority
   Claims                                                $53,043
F. Creditors Holding
   Unsecured Non-priority
   Claims                                             $7,839,016
                                    -----------       ----------
TOTAL                                $8,139,512      $32,840,422

Dallas, Texas-based Symbio Solutions, Inc., filed for Chapter 11
bankruptcy protection on 10-30134 (Bankr. N.D. Texas Case No. 10-
30134).  Joseph F. Postnikoff, Esq., at Goodrich Postnikoff &
Albertson, LLP, assists the Company in its restructuring effort.
The Company listed $1,000,001 to $10,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


SYMBIO SOLUTIONS: Gets Court's Nod to Use Cash Collateral
---------------------------------------------------------
Symbio Solutions, Inc., sought and obtained authorization from the
U.S. Bankruptcy Court for the Northern District of Texas to use
cash collateral.

The cash collateral consists of available cash deposits and income
generated from post-petition operations, against which Sun
Capital, Inc., asserts a first in priority lien.

Joseph F. Postnikoff, Esq., at Goodrich Postnikoff & Albertson,
LLP, the attorney for the Debtor, explains that the Debtor needs
the money to fund its Chapter 11 case, pay suppliers and other
parties.

In exchange for using the cash collateral, the Debtor proposes to
grant Sun a continuing and replacement lien against the Debtor's
assets.  The Debtor will also continue to maintain adequate
insurance coverage at acceptable levels on the Debtor's assets.
The Debtor will provide Sun with copies of reports furnished to
the U.S. Trustee.

The Debtor's use of the Cash Collateral will terminate on
February 28, 2010.

Sun is represented by Franklin Skierski Lovall Hayward LLP.

Dallas, Texas-based Symbio Solutions, Inc., filed for Chapter 11
bankruptcy protection on 10-30134 (Bankr. N.D. Texas Case No. 10-
30134).  Joseph F. Postnikoff, Esq., at Goodrich Postnikoff &
Albertson, LLP, assists the Company in its restructuring effort.
The Company listed $1,000,001 to $10,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


SYMBIO SOLUTIONS: U.S. Trustee Appoints Members to Creditors Panel
------------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, appoints seven
members to the Official Committee of Unsecured Creditors in Symbio
Solutions, Inc.'s Chapter 11 cases.

The Committee members include:

1) Thomas L. Hansen, CFO
   C&A Industries, Inc., d/b/a Aureus Nursing LLC and Aureus
   Radiology LLC
   13609 California Street
   Omaha, NE 68154
   Phone: (402) 891-0009
   Fax: (402) 891-9461
   E-mail: thansen@ca-industries.com

2) Charles M. Campisi, Assistant General Counsel
   Maxim Healthcare Services, Inc.
   7227 Lee DeForest Drive
   Columbia, MD 21046
   Phone: (410) 910-9080
   Fax: (410) 910-1675
   E-mail: chcampis@maxhealth.com

3) Chris Friedrichs, Vice President Finance
   Nursefinders, Inc.
   524 E. Lamar #300
   Arlington TX 76011
   Phone: (817) 462-9014
   Fax: (817) 303-1153
   E-mail: Chris.Friedrichs@medfinders.com

4) Denise L. Jackson
   Senior Vice President and General Counsel
   AMN Healthcare (NYSE:AHS)
   12400 High Bluff
   San Diego, CA 92130
   Phone: (858) 509-3508
   Fax: (866) 893-0682
   E-mail: denise.jackson@amnhealthcare.com

5) Pam Oliver
   Trustaff
   4270 Glendale-Milford Road
   Cincinnati, OH 45242
   Phone: (513) 659-1267
   Fax: (513) 354-6603
   E-mail: Pam@Trustaff.com

6) John K. Fuller, RPh., CEO/Principal
   PharmaCare Services
   777 East Sonterra Blvd., Suite 300
   San Antonio, TX 78258
   Phone: (210) 798-6900
   Fax: (210) 745-4097
   E-mail: jfuller@pharmacareservices.com

7) Lauren Miska, Associate Counsel
   Medical Staffing Network, Inc.
   One Lincoln Centre
   18w140 Butterfield Road, Suite 500
   Oakbrook Terrace, IL 60181
   Phone: (630) 916-3907
   Fax: (630) 916-3996

Dallas, Texas-based Symbio Solutions, Inc., filed for Chapter 11
bankruptcy protection on 10-30134 (Bankr. N.D. Texas Case No. 10-
30134).  Joseph F. Postnikoff, Esq., at Goodrich Postnikoff &
Albertson, LLP, assists the Company in its restructuring effort.
The Company listed $1,000,001 to $10,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


TENET HEALTHCARE: McDonald Williams Resigns as Board Member
-----------------------------------------------------------
J. McDonald Williams notified Tenet Healthcare Corporation of his
decision not to stand for re-election to the Board of Directors.

Mr. Williams will resign from the Board, effective as of the
conclusion of the company's 2010 annual meeting of shareholders.

Mr. Williams, a member of the Audit Committee and Compensation
Committee, has served as an independent member of Tenet's Board
since March 2005.  In his role as director, Mr. Williams has made
many significant contributions to the Board, the company and its
shareholders.

Based in Dallas, Texas, Tenet Healthcare Corporation --
http://www.tenethealth.com/-- is an investor-owned health care
services company whose subsidiaries and affiliates principally
operate general hospitals and related health care facilities.  All
of Tenet's operations are conducted through its subsidiaries.

At December 31, 2009, the Company had total assets of $7.953
billion against total liabilities of $7.256 billion, resulting in
stockholders' equity of $646 million.  Cash and cash equivalents
were $690 million at December 31, 2009, a decrease of $41 million
from $731 million at September 30, 2009.

                           *     *     *

As reported by the Troubled Company Reporter on October 1, 2009,
Standard & Poor's Ratings Services assigned its 'CCC' issue-level
rating to hospital operator Tenet Healthcare's $345 million
mandatory convertible preferreds.  Net proceeds were used to
repurchase $300 million worth of outstanding 9.25% senior notes
due 2015.  The mandatory convertible preferred stock will
automatically convert to Tenet common stock on Oct. 1 2012.
Standard & Poor's views the mandatory convertible preferred
issuance as 100% debt for ratings purposes.

S&P's corporate credit rating on Tenet is 'B', reflecting the
company's struggles over the past several years with weak
operating performance and operating cash outflow and highly
leveraged financial position.  Despite the successes to date of a
multiyear turnaround effort, these factors remain key elements of
the company's highly-leveraged financial risk profile and
vulnerable business risk profile.  Tenet's extensive efforts to
effectuate a turnaround over several years has included large-
scale management and governance changes, cost control initiatives,
revamped physician recruitment and relationship strategies, and
managed care contract renegotiations to improve pricing.  Tenet's
improving financial results and better patient admissions over the
past two years indicate some measure of success of its efforts.
Still, a consistent track record of positive free cash flow
generation is not likely in the near term.

The TCR said September 29, 2009, that Moody's Investors Service
changed the rating outlook of Tenet Healthcare to positive from
stable.  Concurrently, Moody's affirmed Tenet's B3 Corporate
Family and Probability of Default ratings.


TENET HEALTHCARE: Fitch Affirms 'B-' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed Tenet Healthcare Corp.'s ratings:

  -- Issuer Default Rating at 'B-';
  -- Secured bank facility at 'BB-/RR1';
  -- Senior secured notes at 'BB-/RR1'.

Fitch has also upgraded Tenet's senior unsecured notes to 'B/RR3'
from 'B-/RR4'.  The upgrade is due to improved recovery prospects
for note holders on the basis of a stronger post-restructuring
EBITDA estimate.

The Rating Outlook is revised to Positive from Stable.  The
ratings apply to approximately $4.3 billion of debt outstanding as
of Dec. 31, 2009.

The ratings reflect Tenet's improving operations and increasing
financial flexibility within the context of operating margins that
continue to lag industry-wide averages despite the company
realizing a meaningful increase in profitability in 2009.  Macro-
economic pressures are creating a difficult operating environment
for hospitals, as the industry is experiencing weak utilization
trends and increases in bad debt expense.  Despite these
challenges, Tenet continues to make measurable improvements in
quality, physician recruiting, employee satisfaction, managed care
relations and expense management.  The revision of the Rating
Outlook to Positive is further supported by Fitch's expectation
that Tenet will generate positive free cash (defined as cash flow
from operations less capital expenditures and common dividends) in
2010 for the first time in recent history.  Tenet's improving
liquidity profile also benefited from actions taken by the company
in 2009 to reduce its near-term debt maturities, limiting
refinancing risk.

Primarily based on 33% growth in EBITDA which was driven by a 230
basis point increase in operating margins in 2009, Tenet's credit
metrics are significantly improved and are strong relative to the
'B-' IDR.  Fitch calculates gross leverage and coverage of 4.3
times and 2.2x, respectively, as of Dec. 31, 2009.  A key credit
concern is how much of Tenet's enhanced profitability will prove
to be sustainable.  While Tenet's improvement in operating and
credit metrics outperformed that of its peers in 2009, Fitch notes
that the overall credit profile of the for-profit hospital
industry continues to strengthen, with positive trends in
leverage, operating margins, and free cash flow despite the
impacts of the economic recession.  Fitch believes that the
industry is benefiting from cost management efforts as well as a
less inflationary environment for healthcare supplies and
services, particularly with respect to labor expense.  As the
economy and regional labor markets recover, Fitch expects some of
these gains in profitability to be unsustainable and operating and
credit metrics to track back toward historical industry averages,
but just how much is difficult to estimate, especially with
respect to Tenet, since it has historically lagged the industry in
profitability.

Fitch believes that Tenet's liquidity position and overall
financial flexibility have improved significantly.  The company
took advantage of capital market access in 2009 to push out its
2011 and 2012 debt maturities through tender-and-exchange offers
for $2.4 billion of unsecured notes, as well as open market
repurchases of an additional $382 million of unsecured notes.  The
debt restructuring was primarily financed through the issuance of
secured notes, (secured debt increased from 0% to 52% of the
capital structure between the end of 2008 and 2009), as well as
proceeds from the issuance of convertible stock and cash on hand.
As a result, near-term debt maturities are manageable, and Fitch
does not expect Tenet will need to access the capital markets for
debt refinancing needs until its 2013 unsecured note maturity,
although it expects the company may choose to opportunistically
refinance the 2013 notes earlier if market conditions are
favorable.  Debt maturities are minimal through 2012, and include
$65 million and $57 million in unsecured notes maturing in 2011
and 2012, respectively.

Historically, the greatest risk to Tenet's financial profile was
its negative free cash flow, and Fitch noted that the company's
ability to produce positive cash flow was critical to maintain its
long-term financial viability.  Although Tenet continued to
consume cash in 2009, with free cash flow of negative $31 million,
this represents a significant improvement versus a negative
$339 million in 2008, realized through increased cash from
operations and a $90 million reduction in capital expenditure.
Fitch expects that Tenet will generate a modest amount of positive
free cash flow in 2010.  Tenet's liquidity is additionally
supported by cash on hand as of Dec. 31, 2009 of $690 million and
$448 million in availability on the company's $800 million secured
revolving credit facility maturing in November 2011.  Availability
on the revolver is based on eligible accounts receivable and is
reduced by outstanding letters of credit ($185 million at Dec. 31,
2009).

An upgrade of Tenet's ratings is likely if the company is able to
maintain most of the improvement in operating and credit metrics
that it demonstrated in 2009 throughout 2010.  Fitch is currently
projecting Tenet's 2010 top line revenue growth in-line with the
5% the company realized in 2009, driven by flat to slight declines
in patient utilization and a 4-5% increase in pricing.  In
addition, Fitch expects a favorable cost environment for the
industry to persist in the near term, on the basis of a slow
macro-economic recovery characterized by high unemployment levels
through 2011, helping Tenet to constrain growth in controllable
expenses and sustain operating margin improvement.

Critical to an upgrade of the ratings will be Tenet's ability to
generate positive free cash flow for several consecutive operating
quarters, even if a portion of the profitability gains realized in
2009 prove to be unsustainable in a recovering macro-economic
environment.  Additionally, a 'B' IDR will be indicated by an
expectation that gross leverage will be sustained at or below
4.5x.  This could be supported by increased clarity with respect
to management's free cash flow deployment policy, particularly if
debt reduction is a targeted use of cash as free cash flow turns
positive.  In 2010, Fitch projects gross leverage between 4.2x and
4.5x.  Conversely, a return to a Stable Outlook at a 'B-' IDR or
other negative rating action would likely be precipitated by some
combination of these: flat to declining top line revenue growth in
2010; 2010 operating margins declining by 150 basis points or more
versus the 2009 level; the company continuing to consume cash in
2010; and an expectation that operating margins will continue to
track back toward pre-2009 levels in future years.

Tenet's current ratings and Outlook do not necessarily reflect the
potential impact of the legislative passage and implementation of
a healthcare reform bill.  Due to the high degree of uncertainty
surrounding its legislative approval, and the form it will
ultimately take, it is too difficult to accurately assess the
potential impact on Tenet's operating and credit metrics at this
time.  However, Fitch believes that on balance, the plan in its
current form would likely be favorable for the for-profit hospital
industry, as it will result in higher insured patient volumes,
less bad debt and charity care, and given the removal of the
public plan option from the proposed legislation, may not result
in pressure on commercial managed care pricing.


TOTES ISOTONER: S&P Gives Stable Outlook; Affirms 'B-' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Cincinnati, Ohio-based totes Isotoner to stable from
negative.  At the same time, S&P affirmed the 'B-' corporate
credit rating on the company.

In addition, S&P affirmed the 'B-' issue-level rating on tote's
first-lien bank loan.  The recovery rating is '4', which indicates
S&P's expectation of average (30%-50%) recovery for debt holders
in the event of payment default.  S&P also affirmed the 'CCC'
issue-level ratings on the second-lien bank loan.  The recovery
rating is '6', which indicates S&P's expectation of negligible
(0%-10%) recovery for debt holders in the event of payment
default.

"The outlook revision to stable from negative reflects increased
cushion within the financial covenants in tote's credit facility
as a result of debt repayment and a modest recovery in its
operating performance," said Standard & Poor's credit analyst
Jacqueline Hui.

The ratings on Cincinnati-based, totes Isotoner Corp. reflect the
company's participation in the accessories segment of the highly
mature, fragmented, and competitive apparel industry; the very
seasonal and weather-dependent nature of its sales; some customer
concentration; and a highly leveraged financial profile.  The
company benefits from its well-known totes and Isotoner brands.
Standard & Poor's assigns a high degree of business risk to the
apparel manufacturing industry (including accessories) because of
intense competition, low barriers to entry, and the commodity
nature of certain items, such as umbrellas and gloves.

totes Isotoner designs, distributes, and markets cold weather
accessories (primarily umbrellas, gloves, and slippers) and
apparel items, including flip flops and shoes, which S&P believes
help to mitigate some of the seasonality.  Accessories and rain
products consist of about 34% of totes' sales base.  The company
sells mainly to mass merchants, department stores, and national
chain store retailers in the U.S., Canada, and Europe.  Products
are sold under the totes, Isotoner, Raines, and ESNY brand names.
The accessories category is mature, characterized by stable demand
and low growth potential.  The company's customers are somewhat
concentrated; the top 10 accounted for about 40% of U.S. sales
across all channels of distribution.

S&P expects the company will be able to maintain credit metrics
reflective of the current rating category in the near term.  S&P
could consider an outlook revision to negative if covenant cushion
levels decline below 10% and a downgrade if covenant cushion
levels decline below 5%.  Alternatively, S&P could consider a
ratings upgrade, if the company is able to further improve
operating results, decrease leverage to about 5x and increase
covenant cushion levels to more than 20%.


TRONOX INC: Plan Exclusivity Extension Hearing on March 25
----------------------------------------------------------
The Bankruptcy Court will convene a hearing on March 25, 2010,
at 11:00 a.m. (Eastern Time) to consider approval of Tronox
Inc.'s request for an extension of its exclusive period to
propose a Chapter 11 plan.  Objections are due on March 18,
2010, at 4:00 p.m. (Eastern Time).

The Debtors have asked the Court to extend their exclusive plan
filing period through July 12, 2010, and their exclusive
solicitation period through September 13, 2010.

Judge Allan L. Gropper entered a bridge order extending the
Debtors' Exclusive Periods pending a hearing on the Motion.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
relates the Debtors and their key creditor constituencies reached
an agreement on the framework and substance of a plan of
reorganization, thereby eliminating the need for an auction of the
Debtors' assets.  Consequently, the Debtors cancelled their
scheduled auction and, since that time, have focused on
negotiating and documenting a standalone plan of reorganization.

According to Mr. Henes, the negotiation and documentation of the
standalone plan is complex.  The Debtors must make sure numerous
creditor constituencies with disparate rights and views are
comfortable with the plan, which takes careful consideration and
time.  In addition, the Debtors are working hard to attempt to
achieve a fully consensual plan by brokering a settlement between
the Debtors' equity committee and creditor constituencies.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has US$1.6 billion in total assets, including
US$646.9 million in current assets, as at September 30, 2008.  The
Company has US$881.6 million in current debts and US$355.9 million
in total noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Proposes Settlement With Century Indemnity
------------------------------------------------------
Tronox Inc. and its units seek the Court's authority to enter into
a settlement agreement by and among debtors Tronox Worldwide LLC,
Tronox LLC and Southwestern Refining Company, Inc., and Century
Indemnity Company to resolve an insurance coverage dispute by
providing for:

  (a) the settlement and release of certain defense and
      indemnity obligations for bodily injury claims owed by
      Century under certain insurance policies issued to the
      Debtors; and

  (b) the sale of the Tronox Policies to Century free and clear
      of any and all liens, claims, interests and encumbrances,
      for gross consideration of $4.725 million.  The first
      installment of $2.5 million will be paid to the Debtors
      within ten days of entry of the Order granting the Motion,
      if granted.  The second installment of $2.25 million will
      be paid to the Debtors on or before December 20, 2010.

The Settlement Agreement also requires the Debtors to seek
injunctive relief prohibiting any person from prosecuting any
defense and indemnity obligations for third party bodily injury
insurance coverage claims against Century under the Tronox
Policies.

In addition, the Debtors ask the Court to determine that their
proposed form of adequate protection for parties, if any, that may
have valid interests in the Tronox Policies is appropriate.

The Debtors also ask the Court to approve the Debtors payment of a
contingency fee to Branisa & Zomcik, P.C., who negotiated the
Settlement Agreement on behalf of Tronox, out of the proceeds of
the settlement.

Patrick J. Nash, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, says the Debtors have reached an agreement with Century
that the Debtors believe is fair, equitable and in the best
interest of its estates.

According to Mr. Nash, Century or its predecessors issued certain
commercial general liability insurance policies to the Debtors
that provide defense and indemnity coverage for various policy
periods between 1954 and 1970.

A longstanding dispute exists between Century and the Debtors
regarding both the existence of the Tronox Policies and the extent
to which these policies provide defense and indemnity coverage for
certain third party bodily injury claims allegedly caused by
exposure to toxic substances, including asbestos, benzene and
silica, during the policy periods.

The Debtors estimate that they have incurred defense and indemnity
costs in excess of $4.9 million for asbestos claims and in excess
of $1.9 million for benzene claims, a total of approximately
$6.8 million of out of pocket costs for which the Tronox Policies
arguably provide coverage.

The Debtors have asserted that under the Tronox Policies, Century
owes them reimbursement for as much as 50%, or $3.4 million, of
the Debtors' $6.8 million out of pocket expenditure, and that
Century also has a continuing obligation to defend and indemnify
the Debtors until the policies are fully and completely exhausted.

Century has interposed a number of defenses and exclusions to
coverage under the Tronox Policies, which Tronox has vigorously
disputed, Mr. Nash relates.

After vigorous and extended good faith negotiations, the Parties
have entered into the Settlement Agreement, which resolves
longstanding disputes, terminates protracted and expensive
litigation and infuses money into the Debtors' estates through the
sale of the Tronox Policies to Century free and clear of other
interests for $4.725 million.

In accordance with the Debtors' chapter 11 plan term sheet, the
Debtors will contribute the $1.325 million of net proceeds from
the sale of the Tronox Policies to a tort claims trust, which will
provide funding for distributions to holders of tort claims
against the Debtors.

                      B&Z Contingency Fees

The Debtors are presently party to litigation styled (a) Tronox
LLC v. The Travelers Indemnity Company, et al., Civil Action No.
3:CV-06-1835P, pending in the United States District Court for the
Northern District of Texas, Dallas Division, to which Century is a
party, and (b) Kerr-McGee Corporation, et al. v. Admiral Insurance
Company, et al., Cause No. 02-0062-F, pending in the 214th
Judicial District Court of Nueces County, Texas to which Century
is a party.

Mr. Nash says that B&Z has represented the Debtors in the Coverage
Litigation since August 2006.  Pursuant to the terms of B&Z's
retention for the Coverage Litigation, B&Z is entitled to receive
a reduced hourly rate of $200 for services rendered, plus a 15%
contingency fee for any money recovered in the Coverage
Litigation.

With respect to the Settlement Agreement, B&Z's contingency fee is
15% of the $4.725 million Settlement Amount, or $708,750.  This
amount will be paid from the Debtors' $3.4 million in proceeds
from the sale of the Tronox Policies, and thus will not affect the
$1.325 million Net Proceeds that the Debtors' will contribute to
the tort claims trust.

The requests that the Court and the U.S. Trustee authorize Tronox
to make the contingency fee payment to B&Z notwithstanding the
$500,000 cap on payments to ordinary course professionals under
the OCP Order.

The Court will convene a hearing on March 25, 2010, at 11:00 a.m.
(Eastern Time) to consider the Motion.  Objections are due on
March 18 at 4:00 p.m. (Eastern Time).

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has US$1.6 billion in total assets, including
US$646.9 million in current assets, as at September 30, 2008.  The
Company has US$881.6 million in current debts and US$355.9 million
in total noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Wants Removal Period Extended Until Sept. 30
--------------------------------------------------------
Tronox Incorporated and its debtor-affiliates ask Judge Allan L.
Gropper of the U.S. Bankruptcy Court for the Southern District of
New York to further extend the time within which they may file
notices of removal with respect to any actions that are subject to
removal under Section 1452 of the Judiciary and Judicial
Procedure.

Specifically, the Debtors propose to extend its removal deadline
under Rule 9027 of the Federal Rules of Bankruptcy Procedure to
the earlier of:

  (a) September 30, 2010,

  (b) the effective date of a plan of reorganization,

  (c) the day that is 30 days after the entry of an order
      terminating the automatic stay provided by Section 362 of
      the Bankruptcy Code with respect to the particular action
      sought to be removed, or

  (d) with respect to certain Postpetition Actions, the time
      periods set forth in Rule 9027(a)(3).

The Debtors further request that the order be without prejudice to
(a) any position the Debtors may take regarding whether
Section 362 of the Bankruptcy Code applies to stay any actions;
and (b) the Debtors' right to seek future extensions of time to
remove any and all actions.

Patrick J. Nash, Jr., Esq., at Kirkland & Ellis LLP, in New York,
relates that the Debtors are party to approximately 240 actions
pending in various state and federal courts and is represented by
many different law firms in these actions.  Moreover, additional
actions may be filed against the Debtors during the pendency of
their Chapter 11 cases, he says.  While Section 362(a) of the
Bankruptcy Code automatically stays many, if not all, of the
Actions pending against the Debtors, the Debtors are not yet
prepared to decide which, if any, Actions it will seek to remove,
Mr. Nash tells the Court.

The Debtors believe that the proposed time extension will provide
them with the necessary additional time to consider, and make
decisions concerning, the removal of any Actions.  Unless the
extension is granted, the Debtors believe they will not have
sufficient time to consider adequately whether removal of any of
the Actions is necessary.

The requested extension of the Removal Period will not prejudice
the rights of any party to the Actions, Mr. Nash avers.  Inasmuch
as Section 362(a) of the Bankruptcy Code automatically stays
actions against the Debtors, the Actions will not be proceeding in
their respective courts with respect to the Debtors even absent
the relief requested in the Motion, Mr. Nash avers.

The Court will consider the Motion on October 13, 2009, at
12:00 p.m. (Eastern Time).  Objections to the Motion are due on
October 9, 2009, at 4:00 p.m. (Eastern Time).

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has US$1.6 billion in total assets, including US$646.9
million in current assets, as at September 30, 2008.  The Company
has US$881.6 million in current debts and US$355.9 million in
total noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENTERTAINMENT: Admin. Claims vs. OpCo Due April 7
-----------------------------------------------------------
Tropicana Entertainment LLC and certain of its debtor affiliates,
otherwise referred to as the "OpCo Debtors," have emerged from
bankruptcy as a reorganized business.

The OpCo Debtors' First Amended Plan of Reorganization was
declared effective on March 8, 2010.  Each of the conditions
precedent to consummation of the OpCo Plan have been satisfied or
waived accordingly as of the Effective Date.

As previously reported, the OpCo Plan was confirmed by the U.S.
Bankruptcy Court for the District of Delaware as satisfying the
requirement of the Bankruptcy Code on November 4, 2009.

The other OpCo affiliates are Adamar George Corporation, Argosy
of Louisiana, Inc., Atlantic-Deauville Inc., Aztar Corporation,
Aztar Development Corporation, Aztar Indiana Gaming Company, LLC,
Aztar Indiana Gaming Corporation, Aztar Missouri Gaming
Corporation, Aztar Riverboat Holding Company, LLC, Catfish Queen
Partnership in Commendam, Centroplex Centre Convention Hotel,
L.L.C., Columbia Properties Laughlin, LLC, Columbia Properties
Tahoe, LLC, Columbia Properties Vicksburg, LLC, CP Baton Rouge
Casino, L.L.C., CP Laughlin Realty, LLC, Jazz Enterprises, Inc.,
JMBS Casino LLC, Ramada New Jersey Holdings Corporation, Ramada
New Jersey, Inc., St. Louis Riverboat Entertainment, Inc., Tahoe
Horizon, LLC, Tropicana Entertainment Holdings LLC, Tropicana
Entertainment Intermediate Holdings, LLC, Tropicana Express,
Inc., and Tropicana Finance Corp.

The Reorganized OpCo Debtors' corporate headquarters is 3930
Howard Hughes Parkway, 4th Floor, in Las Vegas, Nevada 89169.

Initial distributions under the OpCo Plan on account of Claims
and Interests allowed on or before the OpCo Effective Date will
be made as soon as reasonably practicable.  However, Allowed
Administrative Claims with respect to liabilities incurred by the
OpCo Debtors in the ordinary course of business during their
Chapter 11 cases or assumed by the OpCo Debtors before the
Effective Date will be paid or performed in the ordinary course
of business in accordance with the terms and conditions of any
controlling agreements, course of dealing, course of business, or
industry practice.

Distributions on account of Claims allowed after the OpCo
Effective Date will be made on the "Periodic Distribution Date"
that is at least 30 days after the Disputed Claim becomes an
Allowed Claim or Interest.  However, Disputed Administrative
Claims with respect to liabilities incurred by the OpCo Debtors
in the ordinary course of business during the Chapter 11 cases or
assumed by the OpCo Debtors on or before the Effective Date that
become Allowed after the Effective Date will be paid or performed
in the ordinary course of business in accordance with the terms
and conditions or any controlling agreements, course of dealing,
course of business, or industry practice.

Any distributions to be made under the OpCo Plan that would
violate any applicable state laws is prohibited.

          Fifth Notice of Amendment to Plan Supplement

Just before the OpCo Plan was declared effective, the OpCo
Debtors amended, restated and supplemented certain exhibits to
their Plan Supplement under a Fifth Notice of Amendment dated
March 6, 2010.  The Amended Exhibits include:

    * Exhibit A:  An Amended and Restated List of Assumed
      Executory Contracts and Unexpired Leases, which are deemed
      assumed by the Reorganized OpCo debtors as of the Plan
      Effective Date.

    * Exhibit B:  An Amended and Restated List of Rejected
      Executory Contracts and Unexpired Leases, which are deemed
      rejected by the OpCo Debtors as of the Plan Effective
      Date.

    * Exhibit C:  An Amended Description of Restructuring
      Transactions.

Full-texts copies of the Plan Supplement amendments are available
at no charge at:

http://bankrupt.com/misc/Tropi_OpCo5thPlanSuppA_030610.pdf
http://bankrupt.com/misc/Tropi_OpCo5thPlanSuppB_030610.pdf
http://bankrupt.com/misc/Tropi_OpCo5thPlanSuppC_030610.pdf

The previous amendments to the Plan Supplement were filed on
April 10, 2009, May 1, 2009, October 7, 2009, and November 3,
2009.

          Administrative Claims, Professional Fee Claims

Any entity who requests compensation or expense reimbursement for
making a substantial contribution in the Chapter 11 cases
pursuant to Sections 503(b)(3), (4) and (5) of the Bankruptcy
Code must file an application and serve it on the Reorganized
OpCo Debtors' counsel on or before 4:00 p.m., Eastern Time, on
April 7, 2010, or be forever barred from seeking payment.

All requests for payment of an Administrative Claim must be filed
with the Claims and Solicitation Agent, and served upon the
Reorganized OpCo Debtors' counsel by 4:00 p.m., Eastern Time, on
April 7, 2010.

Any request for payment of an Administrative Claim that is not
timely filed and served will be disallowed automatically without
the need for any objection by the Reorganized OpCo Debtors.

All final requests for payment of Professional Claims through and
including March 7, 2010, must be filed and served no later than
4:00 p.m., Eastern Time, in April 22, 2010.

              Contract Cure Claims, Rejection Claims

With respect to each of the OpCo Debtors' executory contracts and
unexpired leases listed on the Amended Schedule of Contracts and
Leases to be Assumed attached to the Fifth Notice of Amendment to
the Plan Supplement, the Reorganized OpCo Debtors have designated
a cure amount for unpaid monetary obligations under the
applicable contract or lease.  All requests for payment of Cure
that differ from the Cure Amounts must be filed with the Claims
and Solicitation Agent by 4:00 p.m., Pacific Time, in April 7,
2010, or be disallowed automatically, forever barred from
assertion, and will not be enforceable against any OpCo Debtor or
Reorganized OpCo Debtor.

Any Claim for Cure will be deemed fully satisfied, released and
discharged upon payment of the Cure Amount.

Any proof of claim asserting Claims arising from the rejection of
the OpCo Debtors' executory contracts and unexpired leases listed
on the Amended Schedule of Contracts and Leases to be Rejected
attached to the Fifth Amendment to the Plan Supplement must be
filed with the Claims and Solicitation Agent no later than 30
days after the later of the Plan Effective Date or the effective
date of rejection.  Proofs of claim not timely filed will be
disallowed automatically, forever barred from assertion, and will
not be enforceable against any OpCo Debtor or Reorganized OpCo
Debtor.

All Allowed Claims arising from the rejection of the OpCo
Debtors' executory contracts and unexpired leases will be
classified as Rejection Damages Claims, and will be treated in
accordance with the OpCo Plan.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: LV Unit Names Marcou-Stafford as Sales VP
------------------------------------------------------------------
Tropicana Las Vegas Inc. President Thomas McCartney announced
today the appointment of Donna Marcou-Stafford as Vice President
of Leisure Sales for Tropicana Las Vegas.

"Donna has come to us with a wealth of experience in the
hospitality industry," said President Thomas McCartney.  "For
more than 28 years she has enhanced the experience of her guests
and exceeded their expectations.  We're thrilled to have her on
board at the Tropicana as she will be an integral part of our
goals moving forward, including attracting and satisfying new
clientele and continuing to please our current loyalists."

Ms. Marcou-Stafford is responsible for the overall production of
leisure sales in domestic, international, travel agent, consortia
and OTA / Internet markets.  She also works on promoting the
brand, food and beverage and entertainment for Tropicana Las
Vegas.

"Working in Las Vegas for several years, I've seen many of the
great casinos disappear," said Ms. Marcou-Stafford.  "For that
reason, the opportunity to breathe new life into a 'living legend'
on The Strip is the most exciting time in my career, and I am
confident that we will propel Tropicana Las Vegas into the future
with style."

Prior to this position, Ms. Marcou-Stafford was the Vice President
of Leisure Sales for Planet Hollywood Resort & Casino, working
there for over ten years, including during the pre-opening sales
operations.  Ms. Marcou-Stafford was also the regional director of
international sales with Hilton Hotel Corporation representing
four hotels / resorts in Los Angeles and Phoenix.  In addition,
Ms. Marcou-Stafford worked as the director of sales for several
other companies including Planet Hollywood Restaurants in Beverly
Hills and Sheraton Hotels in Arizona.

Ms. Marcou-Stafford has held memberships with several professional
organizations including the Hotel Sales and Marketing Association,
SKAL International, PROST, Japan America Society, National Tour
Association, Tourism Cares Association and is on the board for the
United States Travel Industry Association.  She also works closely
with the Las Vegas Convention and Visitors' Authority for travel
industry events.

Ms. Marcou-Stafford was the recipient of the Starwood Hotels and
Resorts prestigious "Most Valuable Partner" award in recognition
of her outstanding support and commitment to partnering with their
global sales organization, and was also a "Star of the Quarter
Finalist" for Team Aladdin.

                   About Tropicana Las Vegas

In the heart of the famed Las Vegas Strip, Tropicana Las Vegas is
a true Las Vegas landmark.  The historic property is currently
transforming itself into a vibrant, South Beach, Miami themed
escape.  The revitalized Tropicana Las Vegas will feature a fresh
resort atmosphere, bright tropical colors and a sizzling nightlife
scene.  Construction is scheduled for completion in 2010 and
includes the redesign of every hotel room and suite, the casino,
the world-famous pool area, several new restaurants, bars, a new
poker room, a new race and sports book, and nightclub.  For
additional information on events, amenities or
availability call 702-739-2222 or visit http://www.troplv.com

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: NJCC OKs Tropicana AC Sale to Icahn
------------------------------------------------------------
The New Jersey Casino Control Commission has approved the sale of
Tropicana Casino and Resort to Carl Icahn, allowing Mr. Icahn to
take control of Tropicana Atlantic City.  However, Mr. Icahn's
company must still go through the requisite background
investigation and approval process for a gaming license,
pressofAtlanticCity.com related in a March 4, 2010 report.

The NJ Commission granted interim casino authorization to allow
the Icahn-led investors to takeover ownership and operations of
Tropicana Atlantic City.  The authorization is for a nine-month
period when the Division of Gaming Enforcement will investigate
the new owners, according to nbc40.net.

Based on the Division's findings, the NJ Commission will then
decide on whether to issue a full license to the Icahn group.
The NJ Commission's approval ends a conservatorship that has
controlled the casino since December of 2007, nbc40 said.

Tropicana Atlantic City will be "folded" into the corporate
umbrella of Icahn-led Tropicana Entertainment Inc., which
consists of nine casinos in New Jersey, Nevada, Mississippi,
Louisiana, and Indiana.

According to PAC, Mr. Icahn is keeping Tropicana Atlantic City's
current management team headed by President Mark Giannantonio.

The NJ Commission's approval of the acquisition "clears the way
for the embattled Tropicana organization" to emerge from
bankruptcy, blastmagazine.com said.

In a related event, Tropicana Entertainment LLC and certain of
its debtor-affiliates emerged from bankruptcy on March 8, 2010.

           Statement on Tropicana AC's New Ownership

On Monday, March 8th, new ownership led by Carl Icahn officially
took over the Tropicana Casino & Resort, signaling a new era and a
whole new energy for the property.

The new energy is already visible with a renewed focus on customer
service, revitalized entertainment product, and exciting new
concept changes coming soon to Tropicana's restaurants.  Tropicana
is proud to announce the Trop Rocks entertainment series to
include Robin Thicke on March 13, Jordin Sparks on April 24, Le
Grand Cirque beginning May 9, Craig Ferguson on July 9 and An
Evening with Daughtry on August 7.

"It's a whole new year, new energy, new era at the Tropicana,"
said Mark Giannantonio, president and C.E.O. of Tropicana Casino &
Resort.  "Now, with a great partner like Carl Icahn at our side
and our staff of dedicated and hardworking employees, we can
really move the Tropicana forward as the pre-eminent entertainment
resort in Atlantic City.  We're thrilled about the possibilities."

To capture the new energy at the Tropicana, a special microsite
has been created, http://www.tropicana.net/newenergyThis site
will showcase all of the employees as well as new offerings, from
entertainment to promotions.  Guests are encouraged to submit
photos and videos of their visits to the Tropicana and how they
experienced a "whole new energy" during their stay.

The Tropicana Casino & Resort is a 24-hour gaming destination
located on the beach and Boardwalk.  Featuring more than 2,100
rooms and suites and home of The Quarter, a 200,000 square foot
entertainment complex, Tropicana is the premier resort in
Atlantic City.  With more than 20 restaurants, 25 shops, 12
bars and lounges, 2 pools, an IMAX Theatre and a spa, Tropicana
is consistently rated as the "Must-See Attraction" in Atlantic
City.  For more information, visit the new official Web site
at http://www.tropicana.net

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


UNO RESTAURANT: Files Bankruptcy Plan, Plans Offering
-----------------------------------------------------
Uno Restaurant Holdings Corp. and its affiliates filed a joint
Chapter 11 reorganization plan.

The Official Committee of Unsecured Creditors is now supporting
the Plan.  The Committee initially opposed the Plan because it
provided no recovery on their claims.  After negotiations, senior
secured noteholders agreed to pay 10% of the unsecured creditors'
claims, up to a maximum payout of $1.75 million.  The unsecured
claims are expected to total $88.9 million.

Under the Plan, senior secured noteholders will own 100% of the
shares in the reorganized company.  Secured noteholders are owed a
total of $75.9 million.

Uno Restaurant said the Plan provides for a potential rights
offering of second-lien notes aggregating $27 million.  If
initiated, the proceeds would be used to repay the outstanding
obligations under the term loan portion of the DIP Facility.  A
group of holders of the majority of the senior notes will fully
backstop the rights offering, including maximum debt of $55
million.

The reorganized Debtors will approve and implement an incentive
equity compensation plan for the benefit of Management.  The
Management Incentive Plan will provide for 10% of the New Common
Stock to be issued to Management.

According to Bloomberg News, Uno Restaurant projects that revenue
for the fiscal year ending in September will fall 10.9% to $255.7
million due to the closing of 35 restaurants.  Ebitda, or earnings
before interest, taxes, depreciation and amortization, is
projected to drop 5.8% to $19.2 million.  Long-term debt is
projected to fall to $39.1 million this year from $171.8 million
as of last September as a result of the reorganization.

A copy of the Plan is available for free at:

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

A copy of the Disclosure Statement is available for free at:

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

                      About Uno Restaurant

Boston, Massachusetts-based Uno Restaurant Holdings Corporation --
http://www.unos.com/-- has 179 company-owned and franchised
full-service Uno Chicago Grill restaurants located in 28 states,
the District of Columbia, Puerto Rico, South Korea, the United
Arab Emirates, Honduras, Kuwait, and Saudi Arabia.  The company
also operates a fast casual concept called Uno Due Go(R), a quick
serve concept called Uno Express, and a consumer foods division
which supplies airlines, movie theaters, hotels, airports, travel
plazas, schools and supermarkets with both frozen and refrigerated
private-label foods and branded Uno products.

The Company and 152 affiliates filed for Chapter 11 bankruptcy
protection on January 20, 2010 (Bankr. S.D.N.Y. Lead Case No.
10-10209).  The Company listed $100,000,001 to $500,000,000 in
assets and $100,000,001 to $500,000,000 in liabilities.

Weil, Gotshal & Manges LLP assist the Debtors in their
restructuring effort.  CRG Partners Group LLC is the restructuring
advisor.  Kurtzman Carson Consultants LLC serves as noticing and
claims agent.


VISTEON CORP: Files Amended Plan of Reorganization
--------------------------------------------------
Visteon Corporation filed an amended plan of reorganization and
disclosure statement with the U.S. Bankruptcy Court, reflecting
the company's improved operating and financial performance, as
well as recovering industry and market conditions.  Under the
amended plan, Visteon would retain its U.S. defined benefit
pension plans and provide recoveries to unsecured creditors,
including bondholders and trade creditors.

The amended plan has the express and unanimous support of the ad
hoc committee of term loan holders, as well as the support of
other significant term lenders with aggregate holdings of
approximately 74 percent of the term lenders' secured claim.
Under the amended plan, the term lenders' entire $1.629 billion
secured claim will be converted to equity, which would leave the
reorganized company virtually free of debt in the U.S.  The
company believes that its pro forma balance sheet will position it
to enhance customer relationships and participate in a rapidly
changing global market.

The company also has been having ongoing discussions with an ad
hoc group of its pre-petition bondholders regarding an alternative
plan of reorganization that would be predicated on a backstopped
rights offering for the equity of the reorganized company.  To
date, the company has not received a proposal that it considers
acceptable. Nonetheless, the company has not terminated these
discussions and has advised the ad hoc group it is receptive to
reviewing any proposals.

Under the amended plan, the term lenders will receive 85 percent
of the common stock in reorganized Visteon.  Holders of Visteon's
12.25 percent senior notes will receive their pro rata share of
approximately 6 percent of the common stock (representing a
recovery of more than 50 percent of the face value of their
claims).  Holders of Visteon's other unsecured notes and non-trade
claims will receive their pro rata share of approximately 9
percent of the common stock (representing a recovery of
approximately 20 percent of the face value of their claims).
Trade creditors will receive cash in an amount equal to their pro
rata share of $23.9 million, an approximately 50 percent recovery.
Although these distributions are a significant improvement over
the proposed distributions in the originally filed plan of
reorganization, the amended plan still leaves the bondholders and
other general unsecured creditors substantially impaired. As such,
the amended plan does not provide for any recovery to holders of
Visteon's equity securities.

The company intends to seek approval of its amended disclosure
statement at a hearing scheduled for April 13 in the U.S.
Bankruptcy Court for the District of Delaware.  If the disclosure
statement is approved, the company will begin soliciting
acceptances of the amended plan of reorganization immediately
thereafter and seek its confirmation by the court.

                    About Visteon Corporation

Visteon Corporation is a leading global automotive supplier that
designs, engineers and manufactures innovative climate, interior,
electronic and lighting products for vehicle manufacturers. With
corporate offices in Van Buren Township, Mich. (U.S.); Shanghai,
China; and Chelmsford, UK; the company has facilities in 25
countries and employs approximately 29,500 people.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VUE AT LAKE: Sells Assets to Condo Developer for $25.9 Million
--------------------------------------------------------------
Anjali Fluker, staff writer at Business Journal of Orlando,
reports that Condo Developer LLC made the winning bid of
$25.9 million for Vue at Lake Eola's 36-story, 375-unit downtown
Orlando tower at an auction, surpassing Starwood Properties Inc.'s
$25.8 million offer.  A hearing is set for March 31, 2010, to
consider approval of the sale.  The sale is expected to close by
the end of April.

The Vue at Lake Eola is a blue-tinted condo 36-story tower in
downtown Orlando, which opened in late 2007 and has approximately
375 units.

A group of banks and other lenders in October 2009 filed a
petition asking a federal judge to declare bankruptcy on the Vue
at Lake Eola, claiming that they are cumulatively owed $14.6
million.


WYLE HOLDINGS: S&P Affirms 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on El Segundo, Calif.-based Wyle Holdings
Inc., a provider of contracting services to U.S. federal
government agencies.  The outlook is stable.

At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to the company's new $115 million senior secured
financing.  S&P assigned a 'BB' issue-level rating (two notches
higher than the corporate credit rating on the company) to the
first-lien facilities, composed of a $25 million revolving credit
facility due 2015 and a $90 million term loan due 2016, along with
a recovery rating of '1', indicating the expectation for very high
(90%-100%) recovery in the event of a payment default.  S&P also
assigned a 'B+' rating to the company's new $175 million senior
subordinated notes due 2018, along with a recovery rating of '4',
indicating the expectation for average (30%-50%) recovery in the
event of a payment default.  The company will use the proceeds to
refinance existing indebtedness.

The refinancing extends the company's debt maturity profile and
reduces interest expense by approximately $5 million.

"The ratings reflect modest profitability inherent in the
government services business, budget reliance on key U.S. federal
government agencies, and a leveraged financial profile," said
Standard & Poor's credit analyst Jennifer Pepper.  Solid positions
in the niche government services market, as well as predictable
revenue streams based on a contractual backlog of business
partially offset these factors.


* Arent Fox Reveals White Collar Defense Partners in Washington
---------------------------------------------------------------
Arent Fox LLP has expanded its white collar defense practice with
the addition of four new partners to the firm's Washington, DC,
New York and Los Angeles offices, including the former US Attorney
for the Central District of California and a former Assistant US
Attorney who headed the Public Corruption and Civil Rights Section
in California's Central District.  Terree Bowers, Mary Carter
Andrues, Peter Unger and Andrew D. Kaizer all join Arent Fox as
partners.  Bowers and Andrues will be residents at the firm's Los
Angeles office, Unger in its Washington, DC, office and Kaizer in
the firm's New York City office.

"The addition of these lawyers is a significant step forward to
our strategic goal of expanding a national white collar criminal
defense and financial fraud practice.  This is just the first of a
series of moves we will be making in this practice area," said
firm chairman Mark M. Katz in Washington, DC.  "Terree Bowers,
Mary Carter Andrues, Peter Unger and Andrew Kaizer are four of the
most respected and accomplished trial attorneys in the United
States, adding remarkable strength to our white collar defense and
litigation practices.  They bring to our firm a unique and highly
coveted blend of courtroom experience, talent, skill and knowledge
encompassing a broad spectrum of white collar defense litigation,
including securities and commodities enforcement, health care
fraud, the Foreign Corrupt Practices Act, RICO and export control
cases."

Terree Bowers is the former US Attorney for the Central District
of California.  He received the prestigious Attorney General's
Award for Distinguished Service and has been honored by three
United States Attorneys General and one Canadian for his
outstanding work in a variety of fields.  During his tenure, he
established and chaired the first Telemarketing/Investment Fraud
Task Force in the country.  He also created and led the Financial
Institutions Fraud Task Force for the Los Angeles area. He later
served as the Chief Deputy City Attorney for Los Angeles,
supervising more than 525 attorneys.  In 1994, the Department of
Justice selected Mr. Bowers to serve as a US representative on the
Yugoslavia War Crimes Tribunal (ICTY).  He traveled to Bosnia at
the height of the Yugoslav conflict to investigate allegations of
genocide and helped present the international arrest warrant case
against Radovan Karadzic and Ratko Mladic.  He is an accomplished
trial and appellate lawyer with over 30 years of experience in
supervising and litigating complex commercial, white collar and
regulatory cases in the areas of securities fraud, banking and
financial institutions, civil rights actions, political corruption
issues, government contracting, health care fraud, pharmaceutical
testing issues, environmental criminal and regulatory matters,
false claims, customs, tax fraud, antitrust issues, insurance
coverage and a variety of other complex litigation matters.

Mary Carter Andrues focuses on white collar criminal defense,
internal corporate investigations, international and domestic
regulatory compliance and enforcement and complex commercial
litigation.  Ms. Andrues was an Assistant US Attorney in the
Central District of California, where she served as the Chief of
the Public Corruption and Civil Rights Section; Deputy Chief of
the Public Corruption and Government Fraud Section; and as Health
Care Fraud Coordinator.  She served on the US Department of
Justice, Attorney General's Advisory Committee and Health Care
Fraud Subcommittee.  Ms. Andrues received the Attorney General's
Director's Award for her role as the lead federal prosecutor in
the LAPD Rampart Investigation.  Ms. Andrues has over 20 years of
trial experience and handles matters involving the Foreign Corrupt
Practices Act, including investigations by the Justice Department
and the Securities and Exchange Commission.  Her practice also
focuses on areas of government contract and procurement fraud,
improper gifts, gratuities and kickbacks, violations of federal
export control laws, including the Arms Export Control Act,
International Traffic in Arms Regulations, International Emergency
Economic Powers Act and the Export Administration Act.  She
regularly served as an instructor to federal law enforcement
agencies and at the US Department of Justice, National Advocacy
Training Center.

Peter Unger's practice focuses on representing parties in
investigations and litigations conducted primarily by the
Securities and Exchange Commission, self-regulatory organizations
and state securities regulators; conducting internal
investigations; providing crisis management; and counseling advice
to public and private companies on their obligations under federal
securities laws.  Mr. Unger provides compliance counsel and advice
on the Foreign Corrupt Compliance Act (FCPA), defending FCPA
investigations and conducting FCPA due diligence of potential
agents or business partners worldwide.  His client base includes
oil service companies, the financial services industry and
pharmaceutical companies.  Prior to entering private practice, he
served as a law clerk to the Honorable Norman C. Roettger Jr.,
former Chief Judge of the United States District Court for the
Southern District of Florida, and as an attorney in the SEC's
Division of Enforcement.  Mr. Unger served on the Global
Litigation Section's Securities Litigation, Government Enforcement
and White Collar Defense practice management group at his former
firm.

Andrew D. Kaizer's practice focuses on white-collar criminal
defense, securities and commodities enforcement, investigations by
federal, state, and private-sector regulators and law enforcement
officials in the United States and abroad, internal
investigations, hedge fund and broker-dealer regulatory
compliance, and complex commercial civil litigation, including
class action and RICO matters.  At Arent Fox, Mr. Kaizer will
continue to provide counseling and trial representation in
criminal, complex commercial disputes, regulatory, and corporate
governance matters, to individuals, corporate board members, and
organizations in a variety of industries, with an emphasis on the
financial sector, including private, investment, and commercial
banks, investment advisors and hedge funds, investment companies,
broker-dealers and Big Four accounting firms.  Prior to joining
Arent Fox on February 25, Mr. Kaiser was with a national law firm
in New York and served as co-chair of that firm's commercial and
business litigation department.

The arrival of the four new partners is the latest development in
a major expansion of Arent Fox's national litigation practice in
2010. In February, the firm announced a highly respected six
attorney team from Venable LLP, including partners Aaron Jacoby,
John Bronstein and Richard Buckley, and lateral hire Harry Johnson
from Jones Day had joined the firm's Los Angeles office.  Earlier
in the month, Thor Hearne, the former managing partner of Lathrop
& Gage in St. Louis, joined Arent Fox's litigation practice in
Washington, DC.

                        About Arent Fox

Arent Fox LLP -- http://www.arentfox.com--  with offices in Los
Angeles, Washington, DC and New York City, is a recognized leader
in areas including intellectual property, real estate, health
care, life sciences, and complex litigation.  With more than 350
lawyers nationwide, Arent Fox has extensive experience in
corporate securities, financial restructuring, bankruptcy,
government relations, labor and employment, finance, tax,
corporate compliance, and the global business market.  The firm
represents Fortune 500 companies, government agencies, trade
associations, foreign governments and other entities.


* Deloitte Taps Langford to Lead Distressed Asset & Debt Practice
-----------------------------------------------------------------
Deloitte disclosed that Guy Langford has been appointed to lead
the distressed asset and debt practice in the United States,
effective immediately.  Langford succeeds Dorothy Alpert, who has
assumed the role of northeast deputy regional managing partner.

In his role as U.S. distressed asset and debt leader, Langford is
responsible for the practice's overall strategy and execution of
tax, audit, consulting and financial advisory services across the
lifecycle of distressed assets and debt.

"In the next three to five years, we will likely witness a
continuation of an important cycle of deleveraging that will
involve restructurings, recapitalization and ownership transfers
that reaches beyond commercial real estate into consumer and
industrial segments with significant impact on regional and
community banks, private equity firms, hedge funds, insurance
carriers and corporations.  Lenders, borrowers and investors are
all positioning themselves today to weather the current market and
the storm that may lie ahead, as well as execute on opportunities
that may arise as the cycle of distress works itself through the
system," said Langford.  "Accordingly, clients are seeking
advisors who bring broad industry experience and perspectives to
inform customized, time-sensitive solutions.

"Whether it's a lender that needs a capital partner to
recapitalize an asset or business, a borrower that needs a
portfolio review and recovery plan for non-performing loan pools,
or an investor that needs an army of specialists to analyze and
value a portfolio under tight time constraints, Deloitte
understands client priorities."

Based in New York, Langford leads a cross-disciplinary national
practice that has grown to more than 60 partners, principals and
directors over the last 12 months, including a number of strategic
external hires with competencies and experience in debt advisory,
rating agencies, debt origination and underwriting, workout and
restructuring, as well as capital markets and investment banking
experience.

Deloitte offers lenders, borrowers and investors support with a
range of issues including merger, acquisition and divestiture
transactions; reorganization and bankruptcy; preserving and
enhancing asset value; litigation and dispute support; valuation;
portfolio reviews, foreclosure analysis, tax structuring;
accounting and audit; and strategy, operations and technology.

"Deloitte brings relationship across the lender, borrower and
investor community to bear. Guy's role as real estate M&A leader
has presented him with an unmatched relationship network that
allows him to bring the right parties together, as well as offer a
broad lens of both opportunities and challenges for participants
in the current marketplace.  The practice and our clients are in
the hands of a talented and committed leader," said Alpert.

Langford also serves as the mergers and acquisitions leader for
Deloitte's real estate practice, a role he has held since 2005, as
well as northeast real estate leader, which he has held since
2008.

Langford joined Deloitte in 1989 in Australia following graduation
from the University of Melbourne with a bachelor of commerce
degree.  He joined the U.S. company in 1994.  He is both a CPA and
Chartered Accountant in Australia. Langford is a current member of
the Real Estate Roundtable's Real Estate Capital Policy Advisory
Committee, and a former president of the Association of Chartered
Accountants in the United States.

                            About Deloitte

As used in this document, "Deloitte" means Deloitte LLP and
Deloitte Services LP, a subsidiary of Deloitte LLP.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Mar. 13-15, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        Duberstein U.S. Courthouse, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 18-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Byrne Judicial Clerkship Institute
        Pepperdine University School of Law, Malibu, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 20-22, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Sheraton New York Hotel and Towers, New York City
        Contact: http://www.turnaround.org/

Apr. 29, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - East
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  THE COMMERICAL LAW LEAGUE OF AMERICA
     Midwestern Meeting & National Convention
        Westin Michigan Avenue, Chicago, Ill.
           Contact: 1-312-781-2000 or http://www.clla.org/

May 21, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - NYC
        Alexander Hamilton Custom House, SDNY, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 24, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York, NY
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 11-14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Litigation Skills Symposium
        Tulane University, New Orleans, La.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 3, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Atlanta Consumer Bankruptcy Skills Training
        Georgia State Bar Building, Atlanta, Ga.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 11-14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Hawai.i Bankruptcy Workshop
        The Fairmont Orchid, Big Island, Hawaii
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/NYIC Golf and Tennis Fundraiser
        Maplewood Golf Club, Maplewood, N.J.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 20, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Fordham Law School, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 23-25, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southwest Bankruptcy Conference
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 1, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/UMKC Midwestern Bankruptcy Institute
        Kansas City Marriott Downtown, Kansas City, Kan.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Oct. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Chicago Consumer Bankruptcy Conference
        Standard Club, Chicago, Ill.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 15, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Hilton New Orleans Riverside, New Orleans, La.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 29, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        The Savoy, London, England
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. __, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Delaware Views from the Bench and Bankruptcy Bar
        Hotel du Pont, Wilmington, Del.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Detroit Consumer Bankruptcy Conference
        Hyatt Regency Dearborn, Dearborn, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 9-11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Camelback Inn, a JW Marriott Resort & Spa,
        Scottsdale, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Jan. 20-21, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colo.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011  (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: March 7, 2010



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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