TCR_Public/100319.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, March 19, 2010, Vol. 14, No. 77

                            Headlines

ABITIBIBOWATER INC: Plan to Sell Thunder Bay Mill Gets Flak
ACCREDITED HOME: Plan Exclusivity Extended to March 31
AKORN INC: Posts $25.3-Mil. 2009 Loss; Going Concern Removed
ALLARCO ENTERTAINMENT: Urges Canada to Review Broadcasting Rules
AMBAC FINANCIAL: Can't File 2009 Annual Report On Time

AMERICAN HOME: Asks to Settle $17M in Sale Claims
AMTRUST FINANCIAL: Wants FDIC's $2.2 Billion Claim Disallowed
ANGIOTECH PHARMA: Balance Sheet at Dec. 31 Upside-Down by $313MM
ARCA BIOPHARMA: Receives Delisting Notice From NASDAQ
ASARCO LLC: Appeals Court Vacates Judgment Against Americas Mining

ASARCO LLC: Fights Barclays $9.2M 'Discretionary' Fee Bid
ASHLAND INC: Moody's Upgrades Corporate Family Rating to 'Ba1'
ATRIUM CORP: Wins Approval of Disclosure Statement
BALL CORP: Fitch Assigns 'BB' Rating on $450 Mil. Senior Notes
BALL CORP: Moody's Assigns 'Ba1' Rating on $500 Million Notes

BALL CORP: S&P Assigns 'BB+' Senior Unsecured Debt Rating
BANK OF AMERICA: APG Files Suit on Merrill Acquisition
BERNARD MADOFF: Physically Assaulted in Prison
BLOCKBUSTER INC: Fitch Cuts Issuer Default Ratings to 'C'
BROBECK PHLEGER: Plan Trustee Can't Revive $4M Claim

BUILDERS FIRSTSOURCE: Losses Continue; $61.86MM Loss for 2009
BUTTRUM R.B. ELECTRIC: Voluntary Chapter 11 Case Summary
C. BEAN TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
CAPMARK FINANCIAL: Can Pay $11.2 Mil. in Employee Incentives
CAPMARK FINANCIAL: Plan Exclusivity Extended Until Sept. 30

CAPMARK FINANCIAL: Proposes to Use $10 Mil. Cash Collateral
CAPMARK FINANCIAL: Wants to Pay Bonus/Severance for CILP Employees
CATALINA LIGHTING: Set for April 8 Bankruptcy Auction
CATALYST PAPER: Restates Financial Statements Into US GAAP
CATHOLIC CHURCH: D.E. Jackson Wants Fee Denial Reconsidered

CATHOLIC CHURCH: Prince Named Future Claimants Representative
CATHOLIC CHURCH: Spokane Trustee Directed to Pay Future Claimants
CC MEDIA: Balance Sheet at Dec. 31 Upside-Down by $6.84 Billion
CHARTER COMMUNICATIONS: Receives Votes to Amend Exit Facilities
CHRYSLER LLC: Belvidere Plant Production Up for February

CHRYSLER LLC: Daimler Seeks Dismissal of Creditors' Suit
CHRYSLER LLC: Lawmaker Wants Dealerships Restored
CHRYSLER LLC: Stipulation Resolving Int'l Union, UAW Claim
CITADEL BROADCASTING: Panel Has Nod for Dow Lohnes as FCC Counsel
CONN'S INC: Gets Relief from Potential Covenant Violations

CENTRAL ILLINOIS: Consolidation With CILCO, IP to Equalize Ratings
CHATSWORTH INDUSTRIAL: Gets Final OK to Access Lenders' Cash
CINCINNATI BELL: Annual Shareholders' Meeting on May 4
CLEAR CHANNEL: Dec. 31 Balance Sheet Upside-Down by $6.8 Billion
COMPETITIVE TECHNOLOGIES: Posts $745,098 Net Loss in Jan. 31 Qtr

CONGOLEUM CORP: Posts $8.2 Million Net Loss in Q4 2009
CONSHOHOCKEN RAIL: Case Summary & 19 Largest Unsecured Creditors
CONTINENTAL AIRLINES: Proposes to Pilots Deal Similar to Delta's
CORUS BANKSHARES: Expects $490-Mil. Net Loss for 2009
CRDENTIA CORP: Files for Chapter 11 with Pre-Negotiated Plan

DAN WILLIAMS MUSIC: Files for Chapter 7 Bankruptcy Protection
DEED AND NOTE: Asks for Ok to Buy, Sell & Lease Real Property
DELCO OIL: 11th Circuit OKs Trustee's Recovery of Funds
DELTA AIR: Says Worker's $100M ERISA Claim Not Priority
DEVELOPERS DIVERSIFIED: Fitch Puts 'BB' Rating on $300 Mil. Notes

DEVELOPERS DIVERSIFIED: S&P Assigns 'BB' Rating on $300 Mil. Notes
DH ORCHARD: U.S. Trustee Seeks Case Dismissal
DUBAI WORLD: To Offer 7-Year Payment Proposal to Banks
EAGLEPICHER CORP: S&P Withdraws 'B' Corporate Credit Rating
EAST SIDE DEVELOPMENT: Case Summary & 2 Largest Unsec. Creditors

EASTON-BELL SPORTS: Post $4 Million Net Loss for FY Ended Jan. 2
ELECTRONIC SENSOR: Gets $200,000 From Halfmoon Bay Capital
ELECTRONIC SENSOR: Lehman Brothers Bankhaus Holds 5.8% Stake
ELITE VINYL PRODUCTS: Voluntary Chapter 11 Case Summary
ENNIS COMMERCIAL: Case Summary & 8 Largest Unsecured Creditors

EPV SOLAR: Can Sell 19% Interest in Portugal Joint Venture
EPV SOLAR: Taps Lowenstein Sandler as Bankruptcy Counsel
ESCOM LLC: Faces Involuntary Bankruptcy from Creditors
EUROBANCSHARES INC: FDIC Looking for Buyer of Bank's Assets
EXTENDED HOTELS: Starwood, TPG & Five Mile to Invest $905MM

EXTENDED STAY: To Accept Starwood Offer, Creditors' Counsel Says
FAIRPOINT COMMS: Court Gives Final Nod for $75 Mil. DIP Facility
FAIRPOINT COMMS: Gets Nod to Assume ACE Insurance Policies
FAIRPOINT COMMS: Plan Confirmation Hearing Set for May 11
FLYING J: Alon Israel Offers $40 Million for Big West

GENERAL GROWTH: Fee Committee Gets Reduction From $38.5MM Fees
GENERAL MOTORS: Cancels Sponsorship Deal with Chicago Cubs
GENERAL MOTORS: Won't Try To Regain Control of GMAC
GENERAL MOTORS: Ex-GM CEO Henderson Joins AlixPartners
GMAC INC: GM Won't Try To Regain Control of Former Unit

GMAC INC: BlackRock and Blackstone Eyeing ResCap Unit
GRACEWAY PHARMACEUTICALS: Moody's Cuts Corporate Rating to 'Caa3'
GRAHAM PACKAGING: Acquires Shares from Subsidiary for $14.7MM
GRAND PARKWAY: Taps Fuqua & Associates to Handle Chapter 11 Case
GROUP 1: S&P Assigns 'B-' Rating on $100 Mil. Senior Notes

HAGWOOD RESERVE: Files for Chapter 11 in Charlotte
HAMPTON CONSTRUCTION: Voluntary Chapter 11 Case Summary
HOME ORGANIZERS INC: Case Summary & 2 Largest Unsecured Creditors
HUGHES TELEMATICS: PwC Raises Going Concern Doubt
INTERNATIONAL LEASE: Moody's Assigns 'B1' Rating on Senior Notes

INTERNATIONAL LEASE: S&P Assigns 'BB+' Rating on Senior Notes
INVESTMENT DAR: Obtains Bankruptcy Protection in Kuwait
IRVINE SENSORS: Issues 650,000 Shares of Common Stock
J&J FRITZ MEDIA: Case Summary & 20 Largest Unsecured Creditors
JOAN MILLS: Files for Bankruptcy to Delay Foreclosure Auction

KT TERRAZA I: Case Summary & 20 Largest Unsecured Creditors
LANCE REED: Case Summary & 7 Largest Unsecured Creditors
LAND VENTURES FOR 2: Voluntary Chapter 11 Case Summary
LEHIGH COAL: To Auction Business on May 24
LEHMAN BROTHERS: Bankruptcy Fees Reach $678,481,000

LEHMAN BROTHERS: LBI Trustee Insists on Lawsuit vs. Barclays
LYONDELL CHEMICAL: Parent Updates Investors on January Results
LENOX CONDOMINIUM: Case Summary & 6 Largest Unsecured Creditors
MALUHIA DEVELOPMENT: Taps PronskePatel as Bankruptcy Counsel
MARTIN MIDSTREAM: Moody's Assigns 'B1' Corporate Family Rating

MERIDIAN RESOURCE: Glass Lewis Recommends Merger with Alta Mesa
METRO-GOLDWYN-MAYER: Few Bids Expected at Friday's Deadline
MIDDLEBROOK PHARMA: Posts $62.3 Million Net Loss in 2009
NAVISTAR INT'L: Fitch Gives Positive Outlook; Keeps Low-B Ratings
NEWELL RUBBERMAID: Moody's Affirms 'Ba1' Subordinated Debt Rating

NEXT WAVE: Extends Debt Maturities; Secures Access to New Capital
NUTRACEA: To Sell Natural Glo & Max-E-Glo Brands and Trademarks
ORLEANS HOMEBUILDERS: Asks for Court OK to Sell Homes
PATCRICK GISLER: Can Sell Leisure Woods Property to Fred Goetzke
PANZAR KFC FOOD: Case Summary & 101 Largest Unsecured Creditors

PATRICK GISLER: Northwest Bank Wants to Block Cash Collateral Use
PATRICK GISLER: Wants Northwest Bank to Turn Over Accounts
PENINSULA GAMING: Moody's Gives Neg. Outlook; Affirms 'B1' Rating
PLANET ORGANIC: Sells Trophic Division; Remains in Default
PORTO SIENA LLC: Case Summary & 20 Largest Unsecured Creditors

PREMIER GENERAL: Case Summary & 5 Largest Unsecured Creditors
PRIME HEALTHCARE: Moody's Assigns 'B2' Corporate Family Rating
QIMONDA NA: Has Three More Sales for $40.5 Million
QVC INC: Fitch Assigns Ratings on Senior Secured Note Offering
QVC INC: Moody's Assigns 'Ba2' Ratings on $250 Mil. Senior Notes

QVC INC: S&P Assigns 'BB+' on $250 Mil. Senior Secured Notes
R&G FINANCIAL: FDIC Looking for Buyer of Bank's Assets
RADIENT PHARMACEUTICALS: Completes Closings with Series 1 Holders
RECKSON OPERATING: Fitch Assigns 'BB+' Rating on $250 Mil. Notes
REDDY ICE: Completes $300-Mil. Refinancing of Outstanding Debt

REVLON INC: Consumer Products Unit Closes Refinancing of Loans
ROCKIES EXPRESS: Moody's Assigns 'Ba1' Rating on Senior Notes
ROCKY MOUNTAIN: Faces Illegal Exporting Charges
RUMJUNGLE - LAS VEGAS: Files for Chapter 11 Protection
RUMJUNGLE - LAS VEGAS: Case Summary & 20 Largest Unsec. Creditors

SAIGON VILLAGE: Promises to Pay Unsecureds from Sale Proceeds
SALANDER-O'REILLY: Owner Pleads Guilty to Art Fraud
SARATOGA RESOURCES: Has $487 Million Year-End Proved Reserves
SCHUCK-BAYMEADOWS: Case Summary & 20 Largest Unsecured Creditors
SEQUENOM INC: Posts $71 Million Net Loss in 2009

SEQUENOM INC: Ernst & Young Raises Going Concern Doubt
SIGNATURE JEWELERS: Files for Chapter 11 Bankruptcy in Nashville
SPA CHAKRA: Hercules Says It Has Acquired All Assets
SUN COUNTRY: Transatlantic Service May Affect Industry
TACO DEL MAR: Gets Final OK to Access Lenders' Cash Collateral

TAILOR MADE: Case Summary & 20 Largest Unsecured Creditors
TAMALPIAS BANCORP: Gets NASDAQ Notification on Price Requirement
TAYLOR BEAN: Freddie Mac Submits to Examination Bid
TBS INTERNATIONAL: PwC Raises Going Concern Doubt
TELOGY LLC: Electro Wins Auction with $26.7MM Cash Offer

THESTREET.COM INC: Discloses SEC Probe on Accounting Irregularity
TITLEMAX HOLDINGS: Disclosure Statement Wins Court Approval
TLC VISION: Facing $180 Million Lawsuit
TOTAL WASTE LOGISTICS: Case Summary & 18 Largest Unsec. Creditors
TRIBUNE CO: GM Cancels Sponsorship Deal with Chicago Cubs

TRUMP ENTERTAINMENT: Lenders Blast Bid to Reclassify Payments
TSG INCORPORATED: Hearing on Case Conversion or Dismissal Reset
TW TELECOM: 91.6% of Notes Tendered for Amendment
UAL CORP: Pilots Protest Outsourcing Deal with Aer Lingus
UNIGENE LABORATORIES: Grant Thornton Raises Going Concern Doubt

US CONCRETE: PwC Gives Going Concern Qualification
US ENERGY SYSTEMS: Court Extends Deadlines on Plymouth Sale
VALLEJO: S&P Junks Rating on $4.815 Million Certificates
VAUGHAN FOODS: Securities to be Delisted From NASDAQ
VERASUN ENERGY: Settles Sale Disputes with AgStar

VERENIUM CORPORATION: Posts $21.9 Million Net Loss in 2009
VERENIUM CORPORATION: Ernst & Young Raises Going Concern Doubt
W HOLDING CO: FDIC Looking for Buyer of Bank's Assets
WALKING COMPANY: Court Fixes April 20 as Claims Bar Date
WALKING COMPANY: Establishes Unsecured Claims Reserve Under Plan

WALKING COMPANY: Challenge Termination Period in DIP Loan Extended
WASHINGTON MUTUAL: Equity Panel Wants Ruling on Shareholders Meet
WASHINGTON MUTUAL: Settles With JPM for $4BB; Equityholders Balk
WASHINGTON MUTUAL: Union Bank, Sues WaMu Bank, JPM
WATERMARK LLC: Case Summary & 3 Largest Unsecured Creditors

WAVE SYSTEM: Dec. 31 Balance Sheet Upside-Down by $1.8 Million
WESTWAY GROUP: Posts $3.7-Mil. Loss in 2009; Going Concern Removed
WELLCARE HEALTH: S&P Raises Counterparty Credit Rating to 'B'
WHITE FAMILY: Voluntary Chapter 11 Case Summary
WORLDSPACE INC: Proposes to De-Orbit Two Satellites

WYLE HOLDINGS: Moody's Upgrades Corporate Family Rating to 'B2'
ZANETT INC: Has Until September 13 to Regain NASDAQ Compliance

* Alan Greenspan Urges More Bank Capital
* Moody's Sees Improvement on Corporate Credit Quality
* 702 U.S. Banks -- Nearly 9% -- Are Troubled
* Ex-GM CEO Henderson Joins AlixPartners as Consultant

* Three Cohen & Grigsby Attys to be Recognized in Super Lawyers

* BOOK REVIEW: Corporate Recovery - Managing Companies in Distress


                            *********





ABITIBIBOWATER INC: Plan to Sell Thunder Bay Mill Gets Flak
-----------------------------------------------------------
AbitibiBowater's efforts to sell off its hydro dams in Northern
Ontario was scrutinized at Queens Park, as it is projected to
risk the jobs of 2,000 workers, reported TB News Watch.

To recall, AbitibiBowater said in August 2009 that it was putting
operations in two paper machines in its mill in Thunder Bay,
Ontario on hold indefinitely due to "weak economic conditions."

New Democratic Party members in Canada told the legislature that
the dams provide cheap power, which helps to keep the mills in
Thunder Bay, Fort Frances and Iroquois Falls in operation, said
the report.

                     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).


ACCREDITED HOME: Plan Exclusivity Extended to March 31
------------------------------------------------------
Accredited Home Lenders Holding Co. sought and obtained a one-
month extension, until March 31, of its exclusive period to
propose a Chapter 11 plan and through July 1, of its exclusive
period to propose a plan.

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

The Debtors said there are several complicated legal issues that
need to be resolved with regarding this plan.  The major
unresolved issue in this case, which has been the major cause of
delay in the plan process, is the disposition of the estates'
potential claims against their parent corporation and its
affiliates.

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

The Debtors hope to continue negotiations with Lone Star and the
Committee and obtain a solution that satisfies all parties. The
Debtors believe that creditors will benefit from a confirmed
consensual liquidating plan, which includes a resolution of the
remaining issues between the Debtors and Lone Star.

                     About Accredited Home

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

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

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


AKORN INC: Posts $25.3-Mil. 2009 Loss; Going Concern Removed
------------------------------------------------------------
On March 16, 2010, Akorn, Inc., filed its annual report on Form
10-K for the year ended December 31, 2009.

On March 29, 2009, Ernst & Young, LLP, in Chicago, expressed
substantial doubt about the Company's ability to continue as a
going concern in its report on the Company's consolidated
financial statements for the year ended December 31, 2008.  The
independent auditors noted that the Company has incurred recurring
net losses and the Company's borrowings on its revolving credit
facility have been restricted by the lender.

In its Form 10-K report for 2009, Akorn discloses that the Company
and also Ernst Young LP have concluded that the substantial doubt
about its ability to continue as a going concern is no longer
applicable as of December 31, 2009.

In the annual report, the Company said, "While we and also our
independent registered public accounting firm have concluded the
substantial doubt to continue as a going concern is no longer
applicable as of December 31, 2009, our ability to continue as a
going concern over the long-term is still dependent upon our
ability to generate or obtain sufficient cash to meet our
obligations on a timely basis. In the years 2009, 2008 and 2007
combined, we recorded operating losses that totaled approximately
$47 million and generated negative operating cash flow of
approximately $31 million. In spite of this past record of
performance, we believe that current working capital and
availability under our Credit Agreement will be sufficient for us
to implement our operating plans and satisfy our cash requirements
through December 31, 2010. However, we can offer no assurance that
this will be the case. Further, we have no commitments in place to
obtain additional capital, and should we require additional
capital to fund our operating plans and obligations, we can offer
no assurance that such financing would be available in amounts or
on terms acceptable to us, if at all."

The Company reported a net loss of $25.3 million on $75.9 million
of revenue for the year ended December 31, 2009, compared with a
net loss of $7.9 million on $93.6 million of revenue for 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$68.7 million in assets, $30.1 million of debts, and $38.6 million
of stockholders' deficit.

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

                   http://researcharchives.com/t/s?5ab7

Lake Forest, Ill. Akorn, Inc. (NASDAQ: AKRX) --
http://www.akorn.com/-- manufactures and markets sterile
specialty pharmaceuticals.  Akorn has manufacturing facilities
located in Decatur, Ill., and Somerset, N.J.  and markets and
distributes an extensive line of hospital and ophthalmic
pharmaceuticals.

                          *     *     *

This concludes the Troubled Company Reporter's coverage of Akorn,
Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


ALLARCO ENTERTAINMENT: Urges Canada to Review Broadcasting Rules
----------------------------------------------------------------
Allarco Entertainment told the House of Commons Standing Committee
on Canadian Heritage that current broadcast legislation fosters
anti-competitive behavior among the dominant cable companies.

Allarco sent a letter calling on the Heritage Committee to
acknowledge the ineffectiveness of present rules in enabling the
CRTC to achieve its mission of preserving fairness, transparency
and consumer choice and to take immediate action to launch a
national consultation on how to address the changes in the
broadcasting environment, as well as long term cultural
objectives.

Allarco Entertainment is urging the Heritage Committee to
implement various remedies, including, among other things,
"introducing civil remedies, under the Broadcasting Act for
licensees harmed by breaches of regulatory obligations by
Broadcast Distribution Undertakings (BDUs)."

Allarco recounts that on May 18, 2006, it was granted the only
national license by the CRTC for a new, national English-language
Pay Television Network to provide more choice to Canadian
consumers of premium broadcast entertainment.  However, since the
launch of Super Channel in November 2007, "Allarco has suffered
unfair treatment from both Rogers Communications Inc. (RCI 35.33,
-0.09, -0.25%) and Shaw Communications Inc. (CA:SJR.B 20.49, -
0.11, -0.53%) (SJR 20.27, +0.02, +0.07%) which, combined, control
over 49% of cable and DTH subscribers in Canada."  Consequently
Allarco's Super Channel has been unable to fulfill its mandate to
serve as a competitive, alternate choice for consumers.

On September 18, 2009, the CRTC ruled that Rogers had breached its
regulatory obligations by subjecting Allarco to undue disadvantage
with respect to its marketing of Super Channel.  It also found
that but for Rogers breach, ". . . Super Channel would have
received significantly higher revenues than it did in fact receive
and that this situation is likely to continue unless Rogers' with
respect to the marketing of Super Channel changes."  The CRTC gave
Rogers until October 19, 2009 to outline in writing how it would
"ensure that in the future, its marketing of Super Channel does
not result in the service being subjected to an undue
disadvantage."  While the CRTC has stated that the remediation
plan has been submitted by Rogers, the plan has not been made
public.  In any event, the CRTC also has no statutory authority to
require BDUs to pay monetary fines or compensation for such
breaches.

The root of the problem for both Super Channel and the consumers
who want access to more Canadian programming choices is that
customers must work through the BDUs, such as Rogers, to sign up
for Super Channel.  Allarco cites, among other things, evidence
that Rogers' customer service representatives while in a great
number of instances omitting to even mention the availability of
Super Channel -- even when customers called specifically to sign
up for Super Channel.

In a separate statement supporting long-term, comprehensive reform
to the current Broadcasting legislation, Charles Allard, Chairman
and CEO of Allarco, concluded that, "Our experience with some of
the major BDUs is but one indication that the regulatory structure
has not kept pace with changes in technology and consumer demand
for a more competitive marketplace.  As we turn the page on a new
decade, the time is ripe to make regulations appropriate and
responsive to current business realities and consumer
expectations."

                   About Allarco Entertainment

Allarco Entertainment 2008 Inc., an Edmonton-based media company,
owns Super Channel.  Super Channel is Canada's only national pay
television network, consisting of two HD channels, four new SD
channels, and Super Channel On Demand.  Super Channel's vision is
to expand the Canadian premium TV experiences by offering a broad
range of fresh, entertaining movies, series and live events.

Allarco Entertainment filed for creditor protection under the
Companies' Creditors Arrangement Act in June 2009.

Allarco Entertainment say it has been struggling since November
2007 to fulfill the mandate given to it by the CRTC to launch the
only national Canadian Pay Television service (Super Channel)
within the Canadian broadcasting system, thereby introducing
competition to one of the only sectors that still had a monopoly
in the market place.  And, as we mentioned to your committee last
May, our biggest difficulty in reaching out to Canadian consumers
has been, and in many circumstances remains, the total disrespect
and non compliance of CRTC decisions by some of Canada's major
Broadcast Distribution Undertakings (BDUs), -- essentially the
terrestrial BDUs (cable).  The direct result of BDUs omitting to
abide by CRTC decisions has ultimately, particularly in its case,
led to Court protection under CCAA since June 2009.


AMBAC FINANCIAL: Can't File 2009 Annual Report On Time
------------------------------------------------------
Ambac Financial Group Inc. said it could not file its Form 10-K
for the year ended December 31, 2009, within the prescribed time
period.  The Company is now evaluating the need for additional and
modification of disclosure in its Form 10-K as a result of ongoing
discussions with:

     i) financial institutions that are counterparties to certain
        obligations of the Company and its subsidiaries; and

    ii) the Office of the Commissioner of Insurance of the State
        of Wisconsin regarding Ambac Assurance Corporation, the
        Company's primary operating subsidiary.

According to the company, the financial results for the year ended
December 31, 2008, were adversely impacted by significant losses
from residential mortgage backed exposures within the Company's
financial guarantee business, which led to rating downgrades of
Ambac Assurance Corporation, the Company's principal operating
subsidiary, by the independent rating agencies.  Net loss for the
year ended December 31, 2008, was $5.6 billion.

The financial results for the year ended December 31, 2009, has
also been impacted by significant losses from residential mortgage
backed exposures.  Net loss for the nine months ended
September 30, 2009, was $573 million.  The Company anticipates
that its financial results for the full year 2009 will continue
the trend of being significantly better than its results for 2008.

The financial results for 2009, as compared to 2008, were
positively affected by (i) changes in the fair value of credit
derivatives, offset by (i) higher loss and loss expenses; (ii)
higher other than temporary impairment charges in the investment
portfolio; (iii) lower net premiums earned; (iv) lower Financial
Services revenues and (v) a higher provision for income taxes.

The Company's financial statements, including its Statement of
Operations, will be impacted by the results of the discussions
with both the Office of the Commissioner of Insurance of the State
of Wisconsin and with counterparties, and, as a result, a
reasonable estimate of the Company's financial results cannot be
provided as of the time of this filing.

                            Poison Pill

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

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

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

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

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

                       About Ambac Financial

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

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


AMERICAN HOME: Asks to Settle $17M in Sale Claims
-------------------------------------------------
Bankruptcy Law360 reports that American Home Mortgage Holdings
Inc. has asked a judge to approve a settlement with the buyer of
its mortgage servicing unit, seeking to put to rest about
$17 million in claims over unauthorized payments to investors and
other alleged breaches of the sale agreement.

                        About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for Chapter 11
protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home filed a de-consolidated plan of liquidation on
August 15, 2008.  The former home mortgage lender's liquidating
Chapter 11 plan was confirmed in February 2009.


AMTRUST FINANCIAL: Wants FDIC's $2.2 Billion Claim Disallowed
-------------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that AmTrust Financial Corp., the corporate parent of AmTrust
Bank, on Friday asked the U.S. Bankruptcy Court in Cleveland to
disallow the Federal Deposit Insurance Corp.'s $2.2 billion claim
against the parent's estate.

According to Dow Jones, the FDIC asserts a $2.2 billion unsecured
"priority claim" against the parent based on its failure to
maintain minimum capital levels at the thrift.  Debts owed to a
government agency typically receive priority status under
bankruptcy law, Dow Jones notes.

Dow Jones says AmTrust Financial disputes the validity of the
FDIC's $2.2 billion priority claim but says the "mere threat" of
it presents a "clear and substantial" obstacle to its ability to
file a reorganization plan.  According to Dow Jones, AmTrust
Financial is asking Judge Pat E. Morgenstern-Clarren to estimate
the claim at $0.00 and to disallow it in its entirety.

On Monday, the FDIC said AmTrust Financial's arguments "are
completely without merit."

Dow Jones says AmTrust and the FDIC intend to fight it out in
court, but the details will remain behind closed doors.  Judge
Morgenstern-Clarren on Friday said AmTrust can file under seal its
request to disallow the FDIC's claim.

                       Documents Under Seal

According to Bill Rochelle at Bloomberg News, the holding company
filed under seal its motion to disallow the $2.15 billion claim
the FDIC said it would file.  The holding company filed the motion
under seal in view of regulations from the Office of Thrift
Supervision prohibiting the public disclosure of some regulatory
filings.  The FDIC also asked the bankruptcy judge to have its
answering papers filed under seal.

The Bloomberg report relates that the bankruptcy judge didn't
entirely acquiesce in the sealing requests.  The judge told the
OTS to file a statement in secret identifying every sentence in
the two sides' papers that shouldn't be made public.  The
bankruptcy judge also directed the OTS to provide authority for
each item that should remain secret.

The bankruptcy judge is requiring the OTS to file its objections
to disclosure by March 25 at the latest.  In absence of a filing
by the OTS, the papers by the holding company and the FDIC will be
made public.

                      About AmTrust Financial

AmTrust Financial Corp. (PINK:AFNL) was the owner of the AmTrust
Bank.  AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection on
November 30, 2009 (Bankr. N.D. Ohio Case No. 09-21323).  G.
Christopher Meyer, Esq., and Sherri Lynn Dahl, Esq., at Squire
Sanders & Dempsey L.L.P., assist the Debtors in their
restructuring effort.  Kurtzman Carson Consultants serves as
claims and notice agent.  Attorneys at Hahn Loeser & Parks LLP
serve as counsel to the Official Committee of Unsecured Creditors.

AmTrust Management listed $100,000,001 to
$500,000,000 in assets and $100,000,001 to $500,000,000 in
liabilities.

AmTrust Bank is not part of the Chapter 11 filings.  On
December 4, AmTrust Bank was closed by the Office of Thrift
Supervision, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with New York
Community Bank, Westbury, New York, to assume all of the deposits
of AmTrust Bank.


ANGIOTECH PHARMA: Balance Sheet at Dec. 31 Upside-Down by $313MM
----------------------------------------------------------------
Angiotech Pharmaceuticals Inc. filed its annual report Form 10-K
with the Securities and Exchange Commission.  The Company's
balance sheet at December 31, 2009, showed $370.0 million in total
assets against $620.1 million in total liabilities for a
$313.2 million total stockholders' deficit.

The Company reported a net loss of $22.87 million on revenue of
$279.68 million for 12 months ended December 31, 2009, compared
with a net loss of $741.18 million on revenue of $283.27 million
for 2008.  The Company incurred a net loss of $15.6 million on
total revenue of $63.6 million in the fourth quarter of 2009.

The Company said it has $129.0 total current assets and $63.0
total current liabilities at December 31.  As of December 31,
2009, cash and short-term investments were $57.3 million and net
debt was $517.7 million.

"We were pleased to report a particularly strong quarter for
product sales, which was driven by the continued strong
performance of our Proprietary Medical Products, where we saw
sales growth of 53% compared to the same period in 2008," said
Dr. William Hunter, president and CEO of Angiotech.  "We are
particularly pleased by the continued success of our Quill(TM) SRS
product line, which we believe will continue to be a strong
performer during 2010."

A full-text copy of the Company's Earnings Release is available
for free at http://ResearchArchives.com/t/s?578d

A full-text copy of the Annual Report is available for free at
http://ResearchArchives.com/t/s?5a62

                  About Angiotech Pharmaceuticals

Vancouver, Canada-based Angiotech Pharmaceuticals, Inc. (NASDAQ:
ANPI, TSX: ANP) -- http://www.angiotech.com/-- is a global
specialty pharmaceutical and medical device company.  Angiotech
discovers, develops and markets innovative treatment solutions for
diseases or complications associated with medical device implants,
surgical interventions and acute injury.

Angiotech Pharmaceuticals carries 'CCC' corporate credit ratings
from Standard & Poor's.


ARCA BIOPHARMA: Receives Delisting Notice From NASDAQ
-----------------------------------------------------
ARCA biopharma, Inc., disclosed that as required by NASDAQ
Marketplace Rule 5810(b), that on March 12, 2010, it received a
notice from the NASDAQ Stock Market indicating that the Company's
stockholders' equity as of December 31, 2009, did not meet the
minimum requirement of $10,000,000 for continued listing as set
forth in Continued Listing Standards for Primary Equity Securities
Rule 5450(b).  This notification does not affect the listing of
the Company's common stock at this time.

Under NASDAQ Rules, the Company has 45 calendar days to submit a
plan that defines how the Company will regain compliance.  The
Company plans to respond by submitting an appropriate plan to
NASDAQ within the 45-day deadline.  If the plan is accepted by
NASDAQ, the Company will receive an extension of up to 180
calendar days from March 12, 2010, September 8, 2010, to establish
evidence of compliance.  If the plan is not accepted, the Company
will receive written notice from NASDAQ that the Company's
securities will be delisted.  Upon receipt of that notice, the
Company may appeal the NASDAQ staff's determination to delist the
Company's securities to a Listing Qualifications Panel.

                     About ARCA biopharma

ARCA biopharma -- http://www.arcabiopharma.com-- is dedicated to
developing genetically targeted therapies for heart failure and
other cardiovascular disease.  The Company's lead product
candidate, Gencaro(TM) (bucindolol hydrochloride), is an
investigational, pharmacologically unique beta-blocker and mild
vasodilator being developed for heart failure.  ARCA has
identified common genetic variations that it believes predict
individual patient response to Gencaro, giving it the potential to
be the first genetically-targeted heart failure treatment.  ARCA
is collaborating with Laboratory Corporation of America to develop
the companion genetic test for Gencaro.


ASARCO LLC: Appeals Court Vacates Judgment Against Americas Mining
------------------------------------------------------------------
Mayer Brown LLP disclosed that the U.S. Court of Appeals for the
Fifth Circuit has vacated a multi-billion dollar judgment entered
against Americas Mining Corporation in litigation over a 2003
transfer of Southern Copper Company stock to AMC from AMC's
subsidiary, ASARCO LLC.  AMC had asked the court of appeals to
vacate the adverse judgment and dismiss its appeal of the judgment
because ASARCO LLC has emerged from bankruptcy pursuant to a
reorganization plan that released AMC from the judgment and
returned control of ASARCO LLC to AMC.  In a March 17, 2010 order,
the court of appeals dismissed AMC's appeal and vacated the
judgment against AMC.

Mayer Brown represents AMC in the case.

In August 208, Judge Andrew Hanen of the U.S. District Court for
the Southern District of Texas entered a ruling, determining that
that AMC's transfer of certain ASARCO LLC interests in Southern
Copper Company was a fraudulent conveyance, and the District
Court's ruling for the return of the SCC shares, plus any related
dividends, back to ASARCO by the Parent.  In a 21-page memorandum
and order, Judge Hanen held that AMC planned, ordered, and
engineered the transfer of ASARCO's "crown jewel" -- the SPCC
stock -- and then reaped the benefits of the illicit transfer.

                        About ASARCO LLC

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

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

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

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


ASARCO LLC: Fights Barclays $9.2M 'Discretionary' Fee Bid
---------------------------------------------------------
Bankruptcy Law360 reports that Asarco LLC has objected to the
$9.2 million "discretionary" fee Barclays Capital PLC is seeking
on top of the $13.6 million ordinary fee it earned for its role as
a financial adviser during the bankruptcy case.

                         About Asarco LLC

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

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

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

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


ASHLAND INC: Moody's Upgrades Corporate Family Rating to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service upgraded Ashland Inc.'s Corporate Family
Rating to Ba1 from Ba2 reflecting expectations for a continued
economic recovery, improvement in Ashland's end market demand and
credit metrics supportive of the rating.  Additionally, the
company's liquidity and cost of financing is expected to benefit
from a proposed refinancing of its revolving credit facility and
term loans that will leave the company with a $500 million
revolver due 2014, a $300 million Term Loan A due 2014 and a
$350 million accounts receivable securitization program.

Ashland's profitability has benefited from cost cutting
initiatives, strong margins in certain businesses and the ability
to raise prices to offset raw material price increases despite a
difficult demand environment.  As of the end of the December 2009
quarter, the company had achieved run rate savings of $405 million
per year, exceeding its cost savings target.  Elevated margins for
the Consumer Markets (Valvoline) business have resulted in strong
EBITDA generation.  While Moody's expect margins in this business
to contract, they could stay elevated compared to historical norms
as a result of the company continuing to have success in passing
through base oil raw material cost increases to its customers.

Both Functional Ingredients and Water Technologies have proved to
be less affected by the global economic downturn than typical
cyclical chemicals businesses.  Moody's expect that continued
growth in demand in line with Moody's expectations for a modest
economic recovery in North America and Europe are supportive of
the upgrade.  While volumes have not improved in all of Ashland's
businesses, visibility of future demand has improved as have
general business conditions.  The strong positive cash flow
generation since the Hercules acquisition has allowed Ashland to
repay over $1 billion of balance sheet debt; however, Moody's note
that Ashland's underfunded pension liability has increased by
approximately $550 million.

The Ba1 CFR reflects Ashland's good credit metrics, moderate
leverage for its rating category, diversified portfolio of
chemicals businesses, large size with a diversified customer base
in the US and internationally, meaningful market shares in certain
businesses (e.g., Water Technologies, Aqualon Functional
Ingredients), and operational and geographic diversity.  Moody's
expect that Ashland will maintain its conservative stance.
Ashland has indicated that it intends to focus on expanding its
specialty chemicals businesses and global earnings, which, if
achieved, will further smooth its earnings base and increase
margins.

The CFR also reflects significant asbestos-related litigation and
environmental liabilities from both the Ashland legacy businesses
and the Hercules businesses.  Ashland's low historical EBITDA
margins (partly a function of its large distribution business),
volatile raw material costs and inconsistent free cash flow
generation have also constrained the rating.

Before further upgrades to the ratings, Moody's would expect
improvement in demand for Ashland's products as well as a recovery
in its Performance Materials segment such that the core specialty
chemicals segments provides a larger proportion of earnings.
Moody's note that Consumer Markets (Valvoline), a non-core
business, has accounted for over one-third of the firm's EBITDA
over the last twelve months.  This business has been performing at
high profitability levels not realized previously and EBITDA
margins are expected to contract.

Ashland has continued to maintain good liquidity, supported by
cash and cash equivalents of $406 million, $282 million of unused
availability under its $400 million revolving credit facility due
2013 (as of December 31, 2009) and expectations for positive free
cash flow over the next 12-18 months.  Additionally, Ashland had
$173 million available under the $200 million accounts receivable
securitization program expiring November 3, 2010.  This program
will be upsized to $350 million as part of the proposed financing.
The company also had $142 million par value of illiquid auction
rate securities classified as non current assets (carried on
Ashland's books at $126 million), that might be a source of
liquidity in the future.  The company is expected to maintain good
liquidity despite the potential for investments in specialty
chemicals businesses either through capex for growth projects or
modest bolt-on acquisitions.  The company has a significant
cushion under its leverage covenant as a result of the reducing
balance sheet debt by over $1 billion since the Hercules
Incorporated acquisition and is expected to easily remain in
compliance with its financial covenants over the next twelve to
eighteen months.

The rating actions are summarized below.

Ashland Inc.

  -- Corporate Family Rating -- Ba1 (from Ba2)

  -- Probability of Default Rating- Ba1 (from Ba2)

  -- Senior Unsecured Medium-Term Note Program, Ba2 (from Ba3)

  -- 7.72% Senior Unsecured Medium Term Notes due 07/15/2013, Ba2
     (LGD4, 66%) from Ba3 (LGD4, 67%)

  -- 8.38% Senior Unsecured Medium Term Notes due 04/01/2015, Ba2
     (LGD4, 66%) from Ba3 (LGD4, 67%)

  -- 8.8% Senior Unsecured Debentures due 11/15/2012, Ba2 (LGD4,
     66%) from Ba3 (LGD4, 67%)

  -- $400mm sr sec revolving credit facility due 2013, Baa3 (LGD2,
     20%) from Ba1 (LGD2, 23%)

  -- $400mm sr sec term loan A due 2013, Baa3 (LGD2, 20%) from Ba1
     (LGD2, 23%)

  -- $850mm sr sec term loan B due 2015, Baa3 (LGD2, 20%) from Ba1
     (LGD2, 23%)

  -- $650mm Senior Unsecured Notes due 2017, Ba2 (LGD4, 66%) from
     Ba3 (LGD4, 67%)

Hercules Incorporated

  -- 6.60% Notes due 2027, Baa3 (LGD2, 20%) from Ba1 (LGD2, 23%)

  -- 6.50% Jr sub debentures due 2029, Ba2 (LGD6, 94%) from B1
     (LGD6 94%)

  -- Ratings outlook: Stable

The ratings on the existing term loans and the $400 million
revolver will be withdrawn following the proposed refinancing.
Moody's would expect to upgrade the ratings on all of the rated
debt instruments by one notch, with the exception of the 6.50%
junior subordinated debentures due 2029 (which will continue to
have a Ba2 rating) following the proposed refinancing as a result
of Ashland's capital structure having less senior secured debt.

Moody's most recent rating action for Ashland was on November 24,
2009, when the outlook was moved to stable from positive and its
debt ratings were affirmed.

Ashland, headquartered in Covington, Kentucky, is a manufacturer
of specialty chemicals (with a focus on performance materials and
water technologies), a distributor of chemicals and plastics, and,
through its Valvoline brand, a marketer of premium-branded
automotive and commercial lubricants.  On November 13, 2008,
Ashland acquired Hercules, a leading global supplier of specialty
chemicals and related services for the paper, paint, consumer
products, construction materials and energy markets, in a
transaction valued at $3.4 billion.  Ashland had revenue of
$8.2 billion for the twelve months ended December 31, 2009
($2.9 billion of revenue was from its distribution business).


ATRIUM CORP: Wins Approval of Disclosure Statement
--------------------------------------------------
U.S. Bankruptcy Judge Brendan Linehan Shannon approved the
disclosure statement explaining Atrium Corp.'s reorganization
plan.

Michael Bathon at Bloomberg News reported that the bankruptcy
judge appointed the plan outline after language was added about
Griffon Corp.'s bid to pay $456.5 million in cash and 500,000
shares of its stock to buy the assets of Atrium Corp.

According to the report, Atrium Corp.'s plan is based on a
proposed sale of its assets to two private equity firms.  Golden
Gate Capital Corp., based in San Francisco, and Kenner & Co., a
private equity investor based in New York, have offered to pay
$169.2 million in exchange for 92.5% of the reorganized Company's
equity.  The new company also would get $320 million in new loans
under the plan.  The investment and loans would be used to pay
lenders 95% of the $383 million they are owed.

Atrium will present its plan for confirmation on April 28.

                 Atrium Corp's Dual-Track Plan

According to the disclosure statement, the Plan provides for the
reorganization of the Debtors as a going concern and is based on a
settlement among the Debtors, the Senior Secured Agent and the Ad
Hoc Group of Senior Secured Lenders.  Among other things, the Plan
contemplates one of two restructuring alternatives:

   * New Value Alternative.  This restructuring option
     contemplates an equity investment from Kenner & Company,
     Inc., the Debtors' current equity sponsor, and certain other
     potential investors, of $125,000,000, in exchange for 92.5%
     of Reorganized Atrium's New Common Stock (subject to dilution
     on account of the Management Equity Incentive Plan), which
     will be applied to the distribution to the Holders of Senior
     Secured Claims.  The New Value Alternative further
     contemplates that Reorganized Atrium will obtain new secured
     loans in an aggregate amount equal to at least $250,000,000,
     the proceeds of which will be applied to satisfy the Claims
     of Holders of Senior Secured Claims.  For the New Value
     Alternative to be implemented, valid and binding commitments
     to provide the equity investment and new secured loans must
     be delivered to and approved by the Senior Secured Agent and
     the Ad Hoc Group of Senior Secured Lender within 45 days of
     the Petition Date.

   * Stand-Alone Alternative. If these commitments are not
     delivered to or approved by the Senior Secured Agent and the
     Ad Hoc Group of Senior Secured Lenders by the New Value
     Alternative Deadline, the Plan provides for implementation of
     the Stand-Alone Alternative, which contemplates that Holders
     of Senior Secured Claims will receive, on a Pro Rata basis, a
     share of (a) a new first-priority senior secured term loan
     totaling $200,000,000 and (b) 98% of Reorganized Atrium's
     New Common Stock (subject to dilution on account of the
     Management Equity Incentive Plan).

Notably, the New Value Alternative -- and its contemplated
investment from Kenner -- is subject in all respects to higher and
better offers.  Indeed, the Debtors' proposed financial advisor
and investment banker, Moelis & Company, LLC, has already started
an open and thorough marketing process to ensure that the value
of the Debtors' estates is maximized for the benefit of all
stakeholders.

In connection with the New Value Alternative, Holders of 11.0%
Senior Subordinated Notes Claims will receive a Pro Rata share of
2.5% of Reorganized Atrium's New Common Stock and Holders of 15.0%
Senior Subordinated Notes Claims will receive a Pro Rata share of
5.0% of Reorganized Atrium's New Common Stock.  If the Stand-Alone
Alternative is implemented, Holders of 11.0% Senior Subordinated
Notes Claims and Holders of 15.0% Senior Subordinated Notes Claims
will together receive a Pro Rata share of 2.0% of Reorganized
Atrium's New Common Stock.  Any distribution to Holders of Senior
Subordinated Notes Claims is contingent -- in either restructuring
scenario -- on (a) the Class of Holders of 11.0% Senior
Subordinated Notes and the Class of Holders of 15.0% Senior
Subordinated Notes voting to accept the Plan and (b) 100% of the
Holders of the 11.0% Senior Subordinated Notes Claims agreeing to
waive their Priority Rights under the Senior Subordinated Notes
Indenture.

In the event either or both of the foregoing conditions are not
satisfied, the recoveries otherwise to be afforded to Holders of
Senior Subordinated Notes Claims will be distributed to the
prepetition senior secured lenders.  The Plan further contemplates
that under either the New Value Alternative or the Stand-Alone
Alternative, holders of qualified unsecured trade claims will
receive payment in full in cash on account of such claims
following execution of a qualified vendor support agreement.
Moreover, holders of allowed general unsecured claims will receive
the lesser of (i) $0.04 on account of each dollar of the holder's
allowed general unsecured claim and (ii) on a Pro Rata basis, a
share of a $200,000 cash distribution.

                           About Atrium

Headquartered in Dallas, Texas, Atrium Corporation --
http://www.atrium.com/-- is a manufacturer and supplier of
residential windows and doors in North America.  The Company has
5,100 employees and 63 manufacturing facilities and distribution
centers in 21 U.S. states, Canada and Mexico.

Atrium Corporation and various affiliates filed for Chapter 11
bankruptcy protection on January 20, 2010 (Bankr. D. Del. Case No.
10-10150).  The Company's Canadian subsidiary also initiated
reorganization proceedings under the Companies' Creditors
Arrangement Act (CCAA) in the Ontario Superior Court of Justice in
Toronto.

Richard M. Cieri, Esq.; Joshua A. Sussberg, Esq.; and Brian E.
Schartz, Esq., at Kirkland & Ellis LLP, and Dominic E.
Pacitti, Esq.; and Michael W. Yurkewicz, Esq., at Klehr Harrison
Harvey Branzburg LLP, assist the U.S. Debtors in their
restructuring efforts.  Deloitte Financial Advisory Services LLP
is the Debtors' financial advisor.  Moelis & Company is the
Debtors' investment banker.  Goodmans LLP is the Debtors' Canadian
counsel.  Garden City Group Inc. is the Debtors' claims agent.

As of December 31, 2009, the Debtors listed $655.9 million in
consolidated debts, but didn't state their consolidated assets.

Atrium Corp.'s petition says assets are up to $500,000 while debts
range from $100 million to $500 million.


BALL CORP: Fitch Assigns 'BB' Rating on $450 Mil. Senior Notes
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Ball Corp.'s
$450 million senior unsecured notes offering due 2020.  Proceeds
from the offering, together with borrowings under its revolving
credit facility, accounts receivable securitization facility or
cash on hand will be used to retire $509 million of 6.875% senior
notes due December 2012.  The Outlook is Stable.

Ball's ratings incorporate the company's solid cash flow
generation, stable credit metrics, leading market positions in its
product categories, and current expectations in the packaging end
markets.  Ball has aggressively reduced overcapacity and higher
fixed costs by closing numerous facilities in North America.
Annualized cost reductions from the facility closings are expected
to exceed $80 million over time.  With facility cost reductions,
coupled with additional ongoing cost savings with corporate
overhead and other initiatives, Fitch expects Ball to realize cost
benefits into 2010 while continuing to improve profitability
margins.

Current maturities at the end of 2009 were $313 million, which
included $64 million under uncommitted bank facilities.  Ball's
debt includes four term loans with accompanying multicurrency
revolvers under a senior secured credit facility.  The secured
credit facilities and approximately $836 million of term loans all
mature in October 2011.  The senior credit facilities bear
interest at variable rates and include these: 1) a multicurrency,
long-term revolving credit facility that provides the company with
up to $700 million; 2) a Canadian long-term revolving credit
facility that provides the company with up to $35 million; 3) term
loans A-D denominated in euros, British pounds, and Canadian and
U.S. dollars.  In July 2009, Ball entered into a second amendment
to its credit agreement.  The amendment, among other things,
modified the voluntary prepayment provisions of the credit
agreement to allow the company to designate that prepayments be
applied to any specified scheduled payments due within 12 months
of such prepayment.  Consequently during 2009, Ball reduced its
term loan by approximately $242 million, with a portion of that
reduction due to voluntary prepayments through September 2010 for
term loan D (U.S.) and through June 2010 for Euro term loan B.  As
the final maturity approaches for Ball's secured term loans in
2011, amortization requirements ramp up materially as of the
fourth quarter 2010.  During the upcoming quarters, Fitch expects
the company to replace the existing facility and term loans ahead
of its maturity.

The company's liquidity is good and was in excess of $800 million
at the end of 2009, comprised of $211 million in cash and more
than $600 million of revolver availability.  Ball has a
$250 million accounts receivable securitization program with net
funds totaling $250 million at the end of 2009.  Free cash flow
was $335 million for 2009.  Ball expects free cash flow of
approximately $500 million with the increase largely from a
working capital reversal and contributions from the recently
acquired can operations.  Capital spending is expected to increase
by approximately $50 million to $235 million.  During 2009, Ball
had reprioritized the use of its FCF to focus on debt reduction
instead of share repurchases.  At the end of 2009, leverage
improved moderately to 2.7 times from a peak following the
acquisition of 3.0x.  Fitch expects leverage to improve to less
than 2.5x by the end of 2010.  With the improvement in credit
metrics and strong free cash flow in 2009, Ball initiated a
privately negotiated accelerated stock repurchase of approximately
$125 million in February 2010.

Ball's total pension deficit decreased only slightly in 2009 to
approximately $603 million on a global obligation of $1.6 billion.
The pension liability in the U.S. decreased from $276 million in
2008 to $222 million in 2009.  The foreign pension liability
increased to $381 million compared to $342 million in 2008, with
the German pension obligation representing $331 million of the
2009 liability.  The German pension plan obligation is unfunded,
and the liability is included on the company's consolidated
balance sheet.  Ball is expected to decrease its worldwide pension
contributions in 2010 to under $80 million compared with payments
of approximately $120 million in 2009, with a portion of those
payments prefunded.  Payments to participants in the German plan
are expected to be approximately $25 million in each of the next
five years.  Depending on many assumptions and market conditions,
this obligation could continue to grow over time and consume a
larger percentage of FCF.

The terms and conditions of the debt issuance are similar to the
senior notes due 2016 and 2019 that Ball issued in August 2009.
The terms and conditions in the unsecured notes due 2012 were
considered the most restrictive in Ball's capital structure.


BALL CORP: Moody's Assigns 'Ba1' Rating on $500 Million Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the new
$500 million senior unsecured notes due 2020 of Ball Corporation.
Moody's also affirmed the company's Ba1 corporate family and
probability of default rating.  The rating outlook remains stable.

The rating is in response to the company's announcement on
March 17, 2010, that it had commenced a public offering of
$500 million senior unsecured notes due 2020.  The net proceeds of
the offering , along with additional revolver borrowings, will be
used to redeem the $509 million of 6.875% senior notes due 2012
and pay fees and expenses.  The affirmation of Ball's Ba1 CFR
rating and stable outlook reflect the largely credit neutral
impact of the transaction.

The Ba1 is supported by Ball's historically stable profitability,
a well consolidated and generally stable industry structure, and
the company's good liquidity.  Recent and pending acquisitions are
anticipated to drive increases in EBITDA and cash flow over the
near term and further support credit metrics that are well within
the rating category.

The stable outlook is predicated upon the maintenance of good
liquidity including the timely refinancing of the company's credit
facilities which expire in October 2011.

The rating is constrained by the company's aggressive financial
policies, concentration of sales and primarily commoditized
product line.  The rating is also constrained by an EBIT margin
that is weak for the rating category.

Moody's took these rating actions:

  -- Affirmed corporate family rating, Ba1

  -- Affirmed probability of default rating, Ba1

  -- Assigned $500 million senior unsecured notes due 2020, Ba1
     (LGD 4, 54%)

  -- Affirmed $715 million multicurrency credit facility due
     October 2011, Ba1 (LGD 4, 54%)

  -- Affirmed $35 million Canadian credit facility due October
     2011, Ba1 (LGD 4, 54%)

  -- Affirmed GBP63.8 million Term A Loan due October 2011, Ba1
     (LGD 4, 54%)

  -- Affirmed EUR227.5 million Term B Loan due October 2011, Ba1
     (LGD 4, 54%)

  -- Affirmed CAD 114 million Term C Loan due October 2011, Ba1
     (LGD 4, 54%)

  -- Affirmed $300 million Term D Loan due October 2011, Ba1 (LGD
     4, 54%)

  -- Affirmed $509 million 6.875% senior unsecured notes due
     December 2012, Ba1 (LGD 4, 54%) (To be withdrawn after the
     close of the transaction)

  -- Affirmed $450 million 6.625% senior unsecured notes due March
     2018, a Ba1 (LGD 4, 54%

  -- Affirmed $375 million 7.125% senior unsecured notes due
     September 2016, Ba1 (LGD 4, 54%)

  -- Affirmed $325 million 7.375% senior unsecured notes due
     September 2019, Ba1 (LGD 4, 54%)

The rating and outlook are subject to final documentation and use
of proceeds.

Moody's last rating action on Ball occurred on August 10, 2009,
when Moody's rated new notes Ba1 and affirmed Ball's Ba1 corporate
family rating and outlook.  .

Broomfield, Colorado-based Ball Corporation is a manufacturer of
metal and plastic packaging, primarily for beverages, foods and
household products, and a supplier of aerospace and other
technologies and services to government and commercial customers.
Revenue for the twelve month period ended December 31, 2009,
totaled approximately $7.3 billion.


BALL CORP: S&P Assigns 'BB+' Senior Unsecured Debt Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB+'
senior unsecured debt rating and '3' recovery rating to Ball
Corp.'s proposed $450 million senior unsecured notes due September
2020.  The '3' recovery rating indicates S&P's expectation for
meaningful (50%-70%) recovery in the event of a payment default.
Ball will use proceeds of the note offering, along with borrowings
under its revolving credit facility or accounts receivable
securitization facility or existing cash balances, to retire its
senior notes due December 2012 ($509 million outstanding at
Dec. 31, 2009).  The notes will be issued under a senior unsecured
shelf registration filed Feb. 26, 2009.

The existing ratings on Ball, including the 'BB+' long-term
corporate credit rating, remain unchanged.  The outlook is stable.
S&P will withdraw its ratings on the 2012 notes when they have
been retired.

"The ratings on Broomfield, Colo.-based Ball reflect its
satisfactory business risk profile, characterized by the company's
solid market and cost positions as a world leading metal beverage
can and plastic packaging producer -- generating annual sales of
about $7.3 billion -- along with the company's stable earnings and
cash flow generation," said Standard & Poor's credit analyst
Cynthia Werneth.  "These strengths are tempered by financial
policies that result in significant debt leverage, along with
somewhat less financial flexibility than most peers."

                           Ratings List

                            Ball Corp.

   Corporate credit rating                        BB+/Stable/--

                            New Rating

        $450 million senior unsecured notes due 2020   BB+
         Recovery rating                               3


BANK OF AMERICA: APG Files Suit on Merrill Acquisition
------------------------------------------------------
APG Algemene Pensioen Groep N.V., a Dutch asset manager, has taken
the initiative to start legal proceedings against Bank of America
in the U.S. on behalf of one of its principals.  According to APG
BofA withheld material information from its shareholders, amongst
which APG's principal, as to the merger with Merrill Lynch.

The complaint was filed on March 16, 2010.  By judicial action APG
trusts Principal to be able to recover part of the losses it
suffered on BofA shares.

On January 1, 2009, BofA merged with Merrill.  On December 5,
2008, BofA shareholders could vote to approve the merger.

APG says prior to the merger date BofA appear to have had
knowledge of record quarterly losses Merrill was facing.  The
losses were expected to exceed $15 billion.  APG says BofA
refrained from timely informing shareholders.

APG also alleges that BofA withheld from its shareholders a secret
addendum to the merger agreement that provided for up to
$5.8 billion of bonuses to be paid to Merrill employees prior to
the close of the deal, and prior even to the end of the year,
before Merrill had calculated its quarterly or yearly numbers.
There is no doubt that shareholders would have found the
information withheld vital to an informed vote and rejected the
merger if they would have had knowledge of the concealed facts.

APG says its Principal suffered losses due to BofA's conduct.  APG
monitors principal's shareholders rights APG asserts its
principals' shareholders interests.  APG actively monitors legal
procedures in the U.S. that arise from corporate wrongdoing.  APG
assesses whether a principal in his capacity as shareholder was
financially affected by the wrongdoing and, if expedient, to what
extent.  In case of a substantial loss APG recommends relevant
principal to consider active involvement.  A principal may become
active involved by seeking lead plaintiff appointment in a U.S.
class action or starting an individual suit against the wrongdoer
if class' interests do not (entirely) match principal's interests.
With respect to identical legal procedures outside the U.S., APG
in principle acts in a similar fashion.

For information about the legal proceedings, please contact:

     Grant & Eisenhofer Jay Eisenhofer
     Tel.: (001) 646 722-8505
     E-mail: jeisenhofer@gelaw.com
             http://www.gelaw.com/

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

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

                           *     *     *

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

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

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


BERNARD MADOFF: Physically Assaulted in Prison
----------------------------------------------
Dionne Searcey and Amir Efrati at The Wall Street Journal report
that three people familiar with the matter said Bernard Madoff was
physically assaulted by another inmate in December.  According to
the Journal, a felon currently in prison in Butner, North
Carolina, serving time on drug charges who was familiar with his
condition at the time, said Mr. Madoff was treated for a broken
nose, fractured ribs and cuts to his head and face.  The details
of the injuries couldn't be independently verified, the Journal
adds.

The Journal says another inmate who recently was released from
Butner after serving time on drug charges also confirmed the
assault, as did a third person familiar with Mr. Madoff's
situation.  According to the Journal, the former inmate said the
dispute centered on money the assailant thought he was owed by Mr.
Madoff.

Mr. Madoff is serving a 150-year sentence in North Carolina for
running a fraud scheme that cost investors billions of dollars.
He pleaded guilty a year ago and was sent to a federal prison in
Butner, N.C.

According to the Journal, after the attack, Mr. Madoff was moved
on December 18 to the prison's low-security medical center for
treatment.  The Journal says the Bureau of Prisons said at the
time that rumors of an assault were false and that Mr. Madoff
suffered from dizziness and hypertension.

The Journal further relates one of Mr. Madoff's lawyers, Ira
Sorkin, Esq., added at the time that Mr. Madoff was experiencing
high blood pressure and heart palpitations.  The Journal reports
that Mr. Sorkin declined to comment Wednesday on whether his
client was beaten, saying, "I don't comment on prison conditions
or his family.  That has been my policy."

                      About Bernard L. Madoff

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

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

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

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

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

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


BLOCKBUSTER INC: Fitch Cuts Issuer Default Ratings to 'C'
---------------------------------------------------------
Fitch Ratings has taken these rating actions on Blockbuster Inc.
(Blockbuster):

  -- Long-term Issuer Default Rating downgraded to 'C' from 'CCC';

  -- $675 million senior secured notes downgraded to 'CC/RR3' from
     'B/RR2';

  -- $300 million senior subordinated notes affirmed at 'C/RR6'.

At Jan. 3, 2010, Blockbuster had approximately $963.6 million of
debt outstanding.

The downgrade of Blockbuster's ratings follows the company's 10-K
filing which outlined its initiative to exchange all or a part of
its senior subordinated notes for class A common stock.  The
company may also seek certain modifications to the senior secured
notes.  Assuming that an agreement can be reached with the holders
of the notes in terms of an exchange, an exchange will occur
during the latter part of the second quarter or early part of the
third quarter of this year.  Blockbuster also stated that it is
possible that a successful exchange will require the company to
make a pre-packaged, pre-arranged or other type of filing for
protection under Chapter 11 of the U.S. Bankruptcy Code.  Fitch
believes the transaction as contemplated constitutes a coercive
debt exchange which is considered a default as outlined in Fitch's
global criteria report, 'Coercive Debt Exchange Criteria',
published on March 3, 2009.  In the event that a CDE is
successful, Fitch will downgrade the IDR of Blockbuster to 'RD'
from 'C'.  Following the downgrade, Fitch will review the
company's credit profile and its modified capital structure and
assign a new IDR accordingly.  However, if the CDE is
unsuccessful, Fitch views the probability of a default or
bankruptcy as very high.  In such a situation, the IDR will likely
remain at 'C' until a default occurs or until the company's
financial performance and credit profile improve sufficiently to
warrant an upgrade.

Fitch remains concerned about the company's operating model and
pressures on its business due to the changing industry dynamics
and intense competition from various channels.  Given the
deteriorating operating performance, Fitch expects credit metrics
will continue to weaken in 2010.  However, Fitch believes
Blockbuster maintains adequate liquidity to make its April 1, 2010
debt payment of $43 million.  At 2009 fiscal year-end, Blockbuster
had $247 million in cash and cash equivalents, which includes
$59 million in restricted cash.

The ratings on the company's $675 million senior secured notes and
$300 million senior subordinated notes are derived from the IDR
and the relevant Recovery Ratings.  Fitch's recovery analysis
assumes a liquidation value of $423 million in a distressed
scenario.  Applying this value across the capital structure
results in a rating downgrade to 'CC/RR3' from 'B/RR2', indicating
good recovery prospects (51%-70%), for the senior secured notes.
The senior secured notes are guaranteed by Blockbuster's domestic
subsidiaries and are secured by a first-priority lien on
substantially all of the company's and the guarantors' assets such
as land, buildings, improvements, equipment, furniture, permits,
licenses, subleases, and real estate tax refunds owned by
Blockbuster as well as collateralized by pledges of stock of all
of the company's domestic subsidiaries.  The senior subordinated
notes are affirmed at 'C/RR6', reflecting poor recovery prospects
(0%-10%) in a distressed case.


BROBECK PHLEGER: Plan Trustee Can't Revive $4M Claim
----------------------------------------------------
More than seven years after Brobeck Phleger & Harrison LLP folded,
a federal judge has affirmed a bankruptcy court's decision barring
its retirement savings plan trustee from filing a $4.4 million
claim for missed contributions, according to Bankruptcy Law360.

Brobeck, Phleger & Harrison LLP started business in 1926.  It was
a prominent national law firm with over 900 attorneys and offices
in California, New York, Colorado, Virginia, Texas, Washington
D.C., and, through a joint-venture, in London, England.  In the
late 1990's and early 2000s, Brobeck enjoyed rapid growth, almost
doubling its number of attorneys in just over three years in its
booming technology-sector practice.  In the course of its
expansion, Brobeck incurred substantial debt as well as lease
obligations for several new offices.  On September 17, 2003,
certain of Brobeck's creditors filed an involuntary chapter 7
bankruptcy petition (Bankr. N.D. Calif. Case No. 03-32715).
Thereafter, Ronald F. Greenspan was elected as the Chapter 7
Trustee.


BUILDERS FIRSTSOURCE: Losses Continue; $61.86MM Loss for 2009
-------------------------------------------------------------
Builders FirstSource, Inc., reported a net loss of $61,854,000 for
the year ended December 31, 2009, from a net loss of $139,494,000
for 2008 and a net loss of $23,752,000 for 2007.  Sales were
$677,886,000 for 2009 compared with $992,014,000 for 2008 and
$1,468,428,000 for 2007.

At December 31, 2009, the Company had total assets of $434,951,000
against total liabilities of $388,004,000, resulting in
stockholders' equity of $46,947,000.

A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?5a8e

                  About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- is a supplier and manufacturer of
structural and related building products for residential new
construction.  The company operates in 9 states, principally in
the southern and eastern United States, and has 55 distribution
centers and 51 manufacturing facilities, many of which are located
on the same premises as its distribution facilities.

                           *    *    *

According to the Troubled Company Reporter on Jan. 28, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas-based Builders FirstSource Inc., a manufacturer
and supplier of building products for new residential
construction, to 'CCC+' from 'SD'.  The outlook is positive.


BUTTRUM R.B. ELECTRIC: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Buttrum R.B. Electric Deer Valley
        1617 West Williams Drive
        Phoenix, AZ 85027

Bankruptcy Case No.: 10-07031

Chapter 11 Petition Date: March 16, 2010

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Debtor's Counsel: Don C. Fletcher, Esq.
                  Lake And Cobb
                  1095 West Rio Salado Parkway #206
                  Tempe, AZ 85281
                  Tel: (602) 523-3000
                  Fax: (602) 523523-3001
                  Email: dfletcher@lakeandcobb.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Roger Buttrum, member of the Company.


C. BEAN TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: C. Bean Transport, Inc.
        PO Box 217
        Amity, AR 71921

Bankruptcy Case No.: 10-71360

Type of Business:

Chapter 11 Petition Date: March 17, 2010

Court: United States Bankruptcy Court
       Western District of Arkansas (Fort Smith)

Debtor's Counsel: Chad J. Kutmas, Esq.
                  Doerner, Saunders,Daniel & Anderson, LLP
                  320 South Boston, Suite 500
                  Tulsa, OK 74103-3725
                  Tel: (918) 591-5331
                  Fax: (918) 925-5331
                  Email: ckutmas@dsda.com

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

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

The petition was signed by Tim Bean, the company's president.

Debtors' List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Arkansas Development                              $13,608
Finance Authority

AT&T Long Distance                                $17,701

Bean Lumber Co., Inc.                             $10,724

Bridgestone Bandag, LLC                           $53,402
c/o Wexford & James

Comdata Network, Inc.                             $236,987
Money Card Services

Cottingham & Butler                               $52,196

First National Bank of                            $28,097
Fort Smith

Frost PLLC                                        $49,400

G E Capital                                       $51,622

Hodges Companies                                  $34,865

Mileage Masters Inc.                              $11,523

Multimedia Recruiting                             $9,548
#774172

Pilot Corporation                                 $55,689

Qualcomm Incorporated                             $20,904

Quattlebaum, Grooms,                              $9,868
Tull & Burrow PLLC

Southern Tire Mart, LLC                           $180,174

State National Insurance                          $13,056
Company
c/o TCS-ONE

TravelCenters of America                          $8,111

Travellodge                                       $21,785
Travelodge-Forth Smith

Truck Insurance Exchange                          $29,911
c/o Farmers Remittance
Center


CAPMARK FINANCIAL: Can Pay $11.2 Mil. in Employee Incentives
------------------------------------------------------------
Capmark Financial Group Inc. and its debtor affiliates ask the
Court to:

  * approve their payment of up to $8.8 million under a
    postpetition performance incentive plan for insider
    employees; and

  * confirm that a continuation of their prepetition
    discretionary bonus plan on a postpetition basis for
    employees that are not insiders is a transaction in the
    ordinary course of business.

In the alternative, the Debtors ask the Court to approve a
discretionary bonus plan outside the ordinary course of business.

The Debtors propose to pay approximately $2.4 million under the
2009 Bonus Plan.

Representing the Debtors, Lee E. Kaufman, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, asserts that the
Performance Incentive Plan provides for performance incentive
payments to Insider Employees based on their achievement of
certain objective measures or milestones in the Debtors' Chapter
11 cases.  The Milestones include the achievement of various
value-creating benchmarks, like asset sales, management of other
asset dispositions, successful business transitions,
implementation of cost-reduction plans, and the expeditious
confirmation of a chapter 11 plan.

In addition to the Milestones, Mr. Kaufman notes, the Performance
Incentive Plan is governed by certain general terms.  He
maintains that Insider Employees participating in the Performance
Incentive Plan will not be eligible for incentive payments if (a)
they determine not to participate in the plan, or (b) they resign
voluntarily or are terminated for cause before they are entitled
to incentive payments under the plan.

Moreover, for Insider Employees whose Milestones relate solely to
the disposition of business platforms, 100% of the amounts
reserved in the Plan Pool relating to that disposition will be
payable upon completion of those Milestones.  For certain other
Insider Employees whose Milestones include matters other than
business dispositions, 50% of the Plan Pool will become payable
to participating Insider Employees upon the achievement of the
Milestones and the remaining 50% will be deferred over time, with
25% paid in June 2011 and the remaining 25% paid in December
2011, Mr. Kaufman says.  For Insider Employees involved in the
transfer of certain asset management operations from the Debtors
to Capmark Bank, 50% of the related Plan Pool will be paid upon
achieving the Milestone for successful transition of asset
management operations to Capmark Bank and the remaining 50% will
be paid 180 days following successful transfer of the operations.

The Debtors maintain that, prior to the Petition Date, they
regularly awarded annual bonuses to their employees that are not
insiders pursuant to the Bonus Plan.

The Debtors assert that the bonus payments under the Bonus Plan
are wholly discretionary; the Bonus Plan specifically provides
(a) no individual bonus award or any other payment is deemed to
be earned prior to the time it is actually paid and (b) no
Employee has a vested interest or entitlement to a payment or
award of any part of the bonus pool prior to actual payment.

The Debtors are now planning to award bonuses for the 2009 Plan
Year for Non-Insider Employees in the normal course of business,
notes Mr. Kaufman.  The Debtors also tells the Court that they
are also planning to continue the Bonus Plan for the 2010 Plan
Year, with payments to be awarded in early 2011.

In a separate filing, the Debtors seek the Court's authority to
file the Postpetition Performance Incentive Plan under seal.  The
Debtors aver that the Performance Incentive Plan contains highly
sensitive and confidential personal, financial, and commercial
information pertaining to their businesses and their Insider
Employees.

                      U.S. Trustee Objects

Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, asserts
that certain of the metrics proposed under the Performance
Incentive Plan are designed to retain employees.  Ms. DeAngelis
avers that notwithstanding the fact that Section 503(1)(1) of the
Bankruptcy code was designed to curb retention pay, the Debtors
propose to pay bonuses which are partly based on the mere
completion of certain tasks in connection with the Debtors'
liquidation.

Ms. DeAngelis maintains that the Debtors bear the burden of
demonstrating that the Performance Incentive Plan is justified by
the facts and circumstances of the Chapter 11 cases under Section
503(c)(3) of the Bankruptcy Code.

With regard to the Sealing Motion, Ms. DeAngelis contends that
the Debtors have not demonstrated that all of the information
contained in the Performance Incentive Plan is "confidential
commercial information" for purposes of Section 107(b) of the
Bankruptcy Code.  Accordingly, Ms. DeAngelis notes, to the extent
that the Debtors establish that part of the Performance Incentive
Plan should be sealed, the balance of the document should be
publicly filed.

          Committee Supports Incentive and Bonus Plan

The Official Committee of Unsecured Creditors relates that it
supports the approval of the Performance Incentive Plan for
insider employees proposed by the Debtors in the Motion as
modified in subsequent negotiations with the Committee and the
approval of the Bonus Plan for non-insider employees.

According to the Committee, it spent many weeks working with the
Debtors both before and after the filing of the Motion to reach a
consensual resolution of issues important to the Committee and
its constituency.  Notably, the Committee negotiated the
following changes to the Debtors' proposed Performance Incentive
Plan and Bonus Plan either before or after the filing of the
Motion:

  * Reduction of the 2010 Bonus Pool by $1,000,000 to
    approximately $8,600,000.

  * Imposition of a deferral mechanism for the 2010 Bonus Pool
    for amounts paid out that exceed $20,000.

  * Reduction of the Performance Incentive Plan Pool by
    $600,000.

  * Imposition of a deferral mechanism for the Performance
    Incentive Plan Pool for 50% of amounts earned upon
    achievement of milestones.

  * Imposition of milestones for performance incentive payments
    tied to platform business plans acceptable to the Committee.

  * Imposition of milestones for performance incentive payments
    relating to the development of Committee-acceptable
    information sharing protocols.

  * Modifying milestones to impose greater oversight by the
    Capmark and Capmark Bank boards to ensure the achievement of
    milestones truly furthers the interests of creditors

  * Modification of the weighting of certain milestones and
    certain amounts within milestones

  * Adjournment of the hearing with respect to $2,900,000 in
    performance incentive payments for certain, high-level
    insiders to allow negotiations to continue over tying those
    payments to creditor recoveries

The Committee asserts that the Performance Incentive Plan as
modified meets the standards of both Section 503(c)(1) or
503(c)(3) of the Bankruptcy Code.  With respect to Section
503(c)(1), the Committee asserts that the Performance Incentive
Plan is not "pay to stay," rather, it is pay to achieve
milestones that are important to the Committee and to unsecured
creditors, and it is warranted under the circumstances of the
case.  The Committee believes that the Debtors' Performance
Incentive Plan is necessary to provide the Debtors' employees
with the right incentive to recover maximum amounts for creditors
as effectively and efficiently as possible, and supports its
approval.

The Committee, therefore, asks the Court to overrule the U.S.
Trustee's Objection and enter an order approving the Debtors'
Bonus Plan and Performance Incentive Plan as expeditiously as
possible.

     Ad Hoc Unsecured Bank Group Also Sides with Debtors

The Ad Hoc Group of Holders of Capmark's Unsecured Bank Debt
believes that the Performance Incentive Plan is well crafted to
provide appropriate incentives for the Debtors' employees to
maximize value for the benefit of the Debtors' stakeholders.  The
Ad Hoc Unsecured Bank Group says that the Bonus Plan is necessary
to maintain Non-Insider Employee's focus and commitment during
the Debtors' bankruptcy cases and to preserve employee morale.

             Debtors File Revised Proposed Order

On March 4, 2010, the Court entered a bench ruling overruling the
U.S. Trustee's objection and granting the Motion, the Debtors
disclose in a certification of counsel.  Accordingly, the Debtors
delivered to the Court a revised form of order granting the
Motion.

The Revised Proposed Order reflects these modifications:

  (a) The Milestones must be completed and any corresponding
      deferred payment must be made on or before the applicable
      scheduled payment deadline of March 15, 2011, June 30,
      2011, or December 31, 2012, as set forth in the
      Performance Incentive Plan, or that deferred payment will
      be forfeited on the applicable payment date in accordance
      with the provisions of the Performance Incentive Plan and
      the award agreements;

  (b) Notwithstanding the approval of the Performance Incentive
      Plan, the terms and conditions of the Performance
      Incentive Plan will not be effective as to any Insider
      Employee who is a member of the Executive Committee, and
      those Executive Committee Members will not be entitled to
      receive any payment under the Performance Incentive Plan
      without further Court order;

   (c) The total amount allocated to the 2010 Bonus Plan will
       not exceed $8.6 million;

   (d) The Milestone for Michael Baron in respect of
       confirmation of a plan of reorganization is deemed to be
       the sale or other resolution of the Japan non-performing
       loan portfolio.

   (e) The Milestone for the New Markets Tax Credit platform
       will be achieved upon the sale or other resolution of the
       platform;

   (f) If an Insider Employee is transferring to Capmark Bank,
       any applicable Milestone for that Insider Employee with
       respect to delivery of updated loan-level business plans
       will not be considered completed until those plans are
       approved by the Board of Directors of Capmark Bank;

   (g) Payments made to an Insider Employee, other than
       Executive Committee Members, under the Performance
       Incentive Plan, will not result in a reduction in the
       amount otherwise payable to that Insider Employee under
       the Severance Plan if, as, and when those amounts come
       due in the normal course under the Severance Plan;

   (h) If an Insider Employee is transferring to Capmark Bank,
       that Insider Employee will not be eligible for payments
       under the Severance Plan; and

   (i) If an Insider Employee is involved with a sale of a
       business platform, and that Insider Employee is offered
       employment with the purchaser with base pay that is
       reasonably comparable, as determined by the Compensation
       Committee of CFGI, to the base pay rate the Insider
       Employee received prior to the sale, regardless of
       whether the Insider Employee accepts that employment,
       that Insider Employee will not be entitled to any payment
       under the Severance Plan.

The Court determined that Keith Kooper, president of Capmark
Investment LP, and Edward Brace, chief financial officer of
Capmark Investments LP, are Insider Employees of the Debtors, as
defined in Section 101(31) of the Bankruptcy Code.

Judge Sontchi formally signed the order on March 7, 2010.

                      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)


CAPMARK FINANCIAL: Plan Exclusivity Extended Until Sept. 30
-----------------------------------------------------------
Cpmark Financial Group Inc. and its debtor affiliates ask Judge
Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware, obtained and extension of their exclusive
periods to file a Chapter 11 plan through September 30, 2010, and
to solicit acceptances of that Plan through November 30, 2010.

Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the Petition Date of a Chapter 11 case
during which a debtor has the exclusive right to file a Chapter
11 plan.  Section 1121(c) of the Bankruptcy Code provides that,
if a debtor files a plan within the 120-day exclusive period, a
debtor has an initial period of 180 days after the Petition Date
to solicit acceptances of that Plan, during which time competing
plans may not be filed.

Where the Initial Exclusive Periods prove to be an unrealistic
timeframe, however, Section 1121(d)(1) of the Bankruptcy Code
allows a bankruptcy court to extend the Exclusive Periods upon a
showing of cause.

Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Debtors' Chapter 11 cases
are very large and extremely complex.  He adds that the Debtors
entered Chapter 11 with approximately $21 billion in debt, and
thousands of creditors.

Mr. Madron says since the Petition Date, the Debtors have focused
on stabilizing their businesses, and ensuring a smooth transition
into Chapter  11 while, at the same time, focusing on other time-
sensitive and complex aspects of the Chapter 11 cases.  Among
other significant tasks in the first few months are:

  (a) The Debtors have marketed, obtained authority to sell, and
      consummated the sale of the MSB Business, which closed on
      December 11, 2009, and the Debtors' military housing
      business, which closed on December 18, 2009.  The sale of
      the MSB Business generated in excess of $500 million of
      cash to the Debtors' estates;

  (b) The Debtors have worked expeditiously to address critical
      issues and move their Chapter 11 cases forward.  To this
      end, the Debtors have devoted substantial time and
      resources to negotiations with their major constituencies;

  (c) On December 24, 2009, the Debtors filed their schedules of
      assets and liabilities and statements of financial
      affairs;

  (d) The Debtors have been paying, and will continue to pay,
      their postpetition debts as they become due;

  (e) The Debtors are in ongoing discussions with their major
      creditor constituencies on a framework for a confirmable
      plan, and believe that progress has been made toward this
      objective; and

  (f) The Debtors and their advisors have worked diligently to
      ensure a continuing dialogue with all of the major
      constituents in their Chapter 11 cases, including the
      Official Committee of Unsecured Creditors, the Debtors'
      prepetition secured and unsecured bank lenders,
      bondholders, and the U.S. Trustee.

Mr. Madron clarifies that the Debtors are not seeking an
extension of the Exclusive Periods to delay creditors or force
them to accede to the Debtors' demands.

Mr. Madron asserts that termination of the Exclusive Periods at
this critical juncture could give rise to the threat of
litigation, the filing of multiple plans, and a contentious
confirmation process resulting in increased administrative
expenses and, consequently, diminishing returns to the Debtors'
secured and unsecured creditors.

                      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)


CAPMARK FINANCIAL: Proposes to Use $10 Mil. Cash Collateral
-----------------------------------------------------------
Capmark Financial Group Inc. and its debtor affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve
their stipulation with Morgan Stanley & Co. Incorporated
authorizing the use of up to $10 million in cash collateral
through June 30, 2010.  Pursuant to the Stipulation, the Debtors'
agreement to use Cash Collateral also provides for the granting
of adequate protection to Morgan Stanley.

The Debtors assert that their use of Cash Collateral for the
purposes contemplated by the Stipulation would reduce Morgan
Stanley's claims against the estates and protect the value of
their assets.
Prior to the Petition Date, certain of the Debtors and Morgan
Stanley entered into a series of structured transactions designed
to generate low-income housing tax credits and other tax benefits
for certain investors in underlying low-income housing
properties.

(A) Direct Guaranteed Funds: Three of the LIHTC transactions
   entered into between the Debtors and Morgan Stanley were
   structured as direct guaranteed funds managed by certain
   Debtor limited liability companies jointly owned by Debtor
   Capmark Affordable Properties, Inc. and a nondebtor affiliate
   of the Debtors through which the majority interests in the
   entities owning the related lower tier LIHTC Properties are
   ultimately owned and managed.  These Debtor limited liability
   companies, in their capacities as managing members of the
   Direct Guaranteed Funds, manage the Direct Guaranteed Funds
   and are obligated under certain operating agreements to make
   certain payments and loans to the Direct Guaranteed Fund to
   ensure Morgan Stanley, as investor, realizes expected LIHTC
   and other tax benefits.  CFGI, in turn, issued guarantees in
   favor of Morgan Stanley with respect to the obligations of
   the Direct Guaranteed Fund Managing Members to make these
   payments and loans.

(B) Credit Enhanced Guaranteed Fund Security Agreements: 18 of
   the LIHTC transactions entered into between the Debtors and
   Morgan Stanley were structured as credit enhanced guaranteed
   funds.  Credit Enhanced Guaranteed Funds have similar
   structures to Direct Guaranteed Funds except that, unlike in
   the Direct Guaranteed Funds, Morgan Stanley acts solely as an
   Investor.  In the Credit Enhanced Guaranteed Funds, Morgan
   Stanley acts solely as a credit enhancer.

Debtor Capmark Affordable Equity Holdings Inc. deposited cash and
securities with the Credit Enhancer to secure, among other
things, CFGI's reimbursement guarantee obligations to Morgan
Stanley, as direct guarantor of the Credit Enhanced Guaranteed
Fund Managing Member's obligations to make payments and loans to
the Credit Enhanced Guaranteed Funds for the benefit of the
third-party Investors.  Pursuant to certain pre-Petition Date
security agreements and cross-collateralization agreements among,
variously, Debtor CFGI, as guarantor; Debtor CAEH, as pledgor;
Debtor CAP; and Morgan Stanley, as Credit Enhancer, the parties
agreed that all collateral held under any of the Fund Security
Agreements will secure all of the secured obligations and other
secured party rights under each of the Fund Security Agreements.

The Stipulation provides that Cash Collateral will be used to pay
two categories of obligations:

  (a) Obligations relating to true-up payments required to be
      made by the Funds to the Investors at a specified point in
      time prior to maturity, based on the total tax benefits
      from LIHTC projected to be realized, as calculated as of a
      date shortly prior to that time.

  (b) Loans made in the event certain of the Debtors determine
      it would be financially prudent for the Fund Managing
      Member to provide funds to maintain any LIHTC Property
      underlying the applicable Fund to avoid the loss of LIHTC
      or other tax benefits that the LIHTC Property had been
      projected to generate, as provided for in a corresponding
      operating agreement.

As adequate protection for the use of Cash Collateral, the
Debtors will provide Morgan Stanley solely with replacement liens
on any promissory notes payable to a Fund Managing Member in
respect of Property Savings Loans or True-Up Excess Contribution
Payments made with the Cash Collateral.  Morgan Stanley has
consented that it is adequately protected because the use of the
Cash Collateral pursuant to the Stipulation will likely result in
the reduction of its claims by an amount greater than the Cash
Collateral used.

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

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

                      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)


CAPMARK FINANCIAL: Wants to Pay Bonus/Severance for CILP Employees
------------------------------------------------------------------
Capmark Financial Inc. and its units seek the Court's authority to
pay bonus and award programs and severance plan to non-insider
employees of Debtor Capmark Investments LP.  The Debtors assert
that without continuing the Severance Plan for the CILP Non-
Insider Employees, those employees may decide to pursue other
employment opportunities for fear that they may be terminated at
any time without any adequate compensation for their services.
The Debtors aver that it would be unfair if CILP Non-Insider
Employees would not receive payment of the same awards approved
for the First Filed Debtors' non-insider employees, simply
because CILP commenced its Chapter 11 case at a later date.

The First Filed Debtors refer to the Debtors which filed for
bankruptcy petition on October 25, 2009.

As previously reported, the First Filed Debtors sought and
obtained Judge Sontchi's authority to pay, on a final basis,
bonus and Awards Programs and Severance Plan, as part of honoring
their existing employee obligations.

                      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)


CATALINA LIGHTING: Set for April 8 Bankruptcy Auction
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Catalina Lighting
Inc. will sell its assets at an auction on April 8.  Absent a
higher offer, Catalina intends to sell the business to Evolution
Lighting LLC for just enough to pay off the $3.3 million owing to
secured creditor Wachovia Bank NA.  In addition, Evolution filed a
motion asking for authority to make a so-called credit bid using
the $18.6 million in second-lien debt that it owns.

Under the bankruptcy-court approved procedures, other bids are due
April 6.  The hearing to approve the sale will commence promptly
after the auction.

Evolution is affiliated with Boyne Capital Partners Inc.

                    About Catalina Lighting

Catalina Lighting Inc. is a maker of residential lighting
products.  Catalina, based in Miami, distributes its products to
retailers including Wal-Mart, Lowes, OfficeMax, Sears, Staples
Kmart and Bed Bath and Beyond.

Catalina Lighting filed for Chapter 11 on Feb 25, 2010 (Bankr.
S.D. Fla. Case No. 10-14786).  Affiliate Catalina Industries also
sought protection.

Stephen P. Drobny, Esq., at Shutts & Bowen LLP, represents the
Debtor in its Chapter 11 effort.


CATALYST PAPER: Restates Financial Statements Into US GAAP
----------------------------------------------------------
Catalyst Paper Corporation reported that the consolidated
financial statements and Management's discussion and analysis for
three months ended March 31, 2009 and 2008, June 30, 2009 and
2008, and September 30, 2009 and 2008, have been restated into US
GAAP and are being filed concurrently with the company's annual
consolidated financial statements.

Effective for the year ended December 31, 2009, the Company has
adopted U.S. generally accepted accounting principles for the
presentation of its consolidated financial statements for Canadian
and United States reporting requirements.  Historically, the
Company has presented its annual and interim consolidated
financial statements in accordance with Canadian generally
accepted accounting principles.

As a result of this transition to U.S. GAAP, the Company has
presented its 2009 annual audited consolidated financial
statements in accordance with U.S. GAAP and included a
reconciliation to Canadian GAAP for material recognition,
measurement and presentation differences in note 33,
"Reconciliation of United States and Canadian Generally
Accepted Accounting Principles."

                      About Catalyst Paper

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

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

                          *     *     *

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

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


CATHOLIC CHURCH: D.E. Jackson Wants Fee Denial Reconsidered
-----------------------------------------------------------
The nine future claimants represented by D.E. Jackson ask Judge
Patricia C. Williams to reconsider her order denying his fee
applications for payment of legal fees incurred on behalf of all
future claimants in the case under the provisions of Section
503(b).

Mr. Jackson contends that the Ninth Circuit precedent, which
squarely held that a petitioning creditor for legal fees under
Section 506(b)(4) of the Bankruptcy Code need not have other
expenses, citing In re Wind N'Wave, 328 B.R. 176 (9th Cir. BAP
2005).

The Court concluded that appointment of a Future Claims
Representative would be appropriate and would prospectively
relieve a small number of future claimants he represented the
burden of opposing the actions of the Diocese adverse to Future
Claimants, Mr. Jackson relates.  However, he argues, the
appointment of the Future Claims Representative did not resolve
the problem of the unjust burden of legal expenses prior to this
appointment for the benefit of all falling on the few.  He insists
that it remains fundamentally unfair.

Mr. Jackson says that the total fees he incurred through the date
of the Court's oral decision is $61,237 plus costs of $502.  He
notes that the Court ordered that fees incurred from January 13,
2010, through the date of the oral decision be paid, which
aggregates $19,596.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan is effective May 31, 2007.  (Catholic Church Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Prince Named Future Claimants Representative
-------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Washington granted in part and denied in part Certain Future
Claimants' request to appoint a future claimants committee
pursuant Section 1102 of the Bankruptcy Code.  The post-
confirmation Future Claims Representative will represent the
interests of the class of Future Tort Claimants.

Prior to the hearing on the request, Dillon E. Jackson, Esq., at
Foster Pepper PLLC, in Seattle, Washington, withdrew his request
to be employed as counsel to the future claimants committee.

Robert D. Miller, Jr., Acting United States Trustee for Region 18,
submitted to the Court on March 1, 2010, a status report on the
selection of an FCR, in consultation with The Catholic Bishop of
Spokane, also known as The Catholic Diocese of Spokane, Plan
Trustee Gloria Nagler, Dillon E. Jackson, Esq., and Tort Claims
Reviewer Kate Pflaumer.

Judge Williams subsequently appointed Larry E. Prince, Esq., at
Holland & Hart LLP, in Boise, Idaho, as the representative for
Future Tort Claimants.  Judge Williams noted that parties were
unable to agree upon the identity of the FCR.

In connection with his appointment, Mr. Prince filed with the
Court a declaration.

As FCR, Mr. Prince will:

  (a) advocate the legal position of the Future Tort Claimants
      in any proceeding before the Court or in any appellate
      court;

  (b) file pleadings and present evidence, as necessary, on any
      issue affecting the Future Tort Claimants;

  (c) take all other actions as are reasonably necessary and
      appropriate to represent the interests of Future Tort
      Claimants;

  (d) maintain confidentiality regarding the identity of any
      Future Tort Claimants;

  (e) take no position with regard to the merits or allowability
      of any specific Future Tort Claim, but is entitled to
      access to any information as may be relevant to the
      representation of the class of Future Tort Claimants; and

  (f) have no liability whatsoever to any person or entity
      related to the performance of his duties as Future Claims
      Representative, except for actions that constitute willful
      misconduct.

The FCR's legal fees, costs and expenses will be paid on an hourly
basis from the Plan Trust.  The Court also ruled that the FCR may
seek to employ experts and other professionals, excluding other
professionals employed by Holland & Hart, as may be reasonable and
necessary to carry out his duties as FCR.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan is effective May 31, 2007.  (Catholic Church Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Spokane Trustee Directed to Pay Future Claimants
-----------------------------------------------------------------
Certain future tort claimants represented by Dillon E. Jackson,
Esq., at Foster Pepper PLLC, in Seattle, Washington, asked the
U.S. Bankruptcy Court for the Eastern District of Washington to
(i) enforce the confirmed Plan of Reorganization of The Catholic
Bishop of Spokane, also known as The Catholic Diocese of Spokane,
(ii) direct the Tort Claims Reviewer to make decisions, and (iii)
direct the Plan Trustee to pay allowed Future Tort Claims.

Mr. Dillon relates that Section 11.7.2.1. of the Plan requires the
Plan Trustee to pay Allowed Future Claims within 30 days of
allowance of those claims.  He tells Judge Williams that several
Future Tort Claims have been allowed by the TCR and are due for
payment under the terms of the Plan.

On behalf of the Diocese, Daniel J. Gibbons, Esq., at Paine
Hamblen LLP, in Spokane, Washington, countered, "The Diocese did
not and does not advocate that the Plan Trustee violate the Plan,
the Plan Trust Agreement or any order of this Court.  On the
contrary, the Diocese merely notified the Plan Trustee that it is
proceeding with its appeal of this Court's ruling that it has no
jurisdiction to review the TCR's decisions for abuse of discretion
or ultra vires acts."

Following a hearing, Judge Williams directed the Plan Trustee to
pay the Future Tort Claimants, which have been allowed by the Tort
Claim Reviewer, and continue to make distributions as provided in
the Confirmed Plan.

In a separate order, Judge Williams supplemented the record of the
February 23, 2010 hearing to clarify certain matters.

"[A]ll legal fees and expenses incurred by Mr. Jackson's clients
are to be reimbursed, as the intimidation caused them to file the
Motion to Enforce the Plan," Judge Williams ruled.  She explained
that the fees and expenses to be reimbursed are those incurred on
or after January 13, 2010, which, according to Mr. Jackson's
application for compensation, constitute 16.4 hours plus the time
and expense incurred since the date of that application.

The Court also allowed Mr. Jackson's $450 hourly rate of
compensation, which the Diocese has previously objected to.

The entire class of Future Tort Claimants have been harmed as all
of the motions and controversy caused by the wrongful act has
resulted in legal fees and costs, which would ordinarily have been
charged to the trust fund from which the Future Tort Claimants are
to receive disbursements, thus, reducing the amount available to
pay claims, the Court noted.

"For this reason, all the legal fees and costs and the interest
awarded herein are to be paid not from the trust but by the
debtor," Judge Williams ruled.  "The calculations of legal fees
and costs and interest are to be provided to the debtor by the
Plan Trustee and by Mr. Jackson.  If a dispute arises as to those
calculations, that dispute will be resolved by a later hearing,"
she added.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
December 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan is effective May 31, 2007.  (Catholic Church Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CC MEDIA: Balance Sheet at Dec. 31 Upside-Down by $6.84 Billion
---------------------------------------------------------------
CC Media Holdings Inc. filed its annual report Form 10-K for the
year ended December 31, 2009, with the Securities and Exchange
Commission.

The Company's balance sheet at December 31, 2009, showed
$18.047 billion in total assets, against total liabilities of
$24.89 billion for a shareholders' deficit of $6.84 billion.

CC Media reported a net loss of $3.97 billion on revenue of $5.55
billion for 2009.  Revenue declined 17% from 2008.

The decline in the Company's revenues resulted from the global
economic downturn and related decrease in advertising spending
worldwide.  In 2009, CC Media 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.

A full-text copy of the Annual Report is available for free at
http://ResearchArchives.com/t/s?5a41

A full-text copy of the 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 Dec. 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.


CHARTER COMMUNICATIONS: Receives Votes to Amend Exit Facilities
---------------------------------------------------------------
Charter Communications, Inc.'s subsidiary, Charter Communications
Operating, LLC, has received the required votes from lenders to
amend its existing $8.177 billion senior secured credit facilities
to, among other things, allow for the creation of a new revolving
facility, the extension of maturities of a portion of the
facilities and the amendment of certain other terms and
conditions.  As a result, CCO expects to extend approximately
$3 billion of existing term loan maturities to September 2016, a
two-and a half year maturity extension from the existing term loan
maturities.  The extended term loans will bear interest at LIBOR
plus 3.25%.

Pursuant to the amendments, a New Revolving Credit Facility of at
least $1.2 billion will be created and will mature in March 2015,
a 2 year maturity extension from the existing Revolving Credit
Facility.  The New Revolving Credit Facility will bear interest at
LIBOR plus 3.0%.

This transaction is consistent with the Company's desire to
lengthen its debt maturity profile.

Upon the closing of these amendments, each of Bank of America,
N.A., and JPMorgan Chase Bank, N.A., for itself and on behalf of
the lenders under the CCO senior secured credit facilities, has
agreed to dismiss the pending appeal of the Company's Order of
Confirmation pending before the District Court for the Southern
District of New York and to waive any objections to the Company's
Order of Confirmation issued by the United States Bankruptcy Court
for the Southern District of New York.

The Company expects to close on these transactions by
approximately March 31, 2010, subject to meeting customary
conditions.

Banc of America Securities LLC, Citigroup Global Markets Inc.,
Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc.,
GE Capital Markets, Inc., J.P. Morgan Securities Inc., and UBS
Securities LLC are serving as Joint Lead Arrangers and Joint
Bookrunners, and US Bank National Association is serving as Senior
Managing Agent on the transaction.

                     About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  The Company listed $13.65 billion in assets
against debts of $24.5 billion as of the filing.  Attorneys at
Kirkland & Ellis LLP, in New York, served as bankruptcy counsel to
the Debtors.  In November 2009, Charter Communications emerged
from bankruptcy, after completing a financial restructuring that
reduced debt by $8 billion.


CHRYSLER LLC: Belvidere Plant Production Up for February
--------------------------------------------------------
Chrysler Group LLC's assembly plant in Belvidere has turned out
over 17,000 vehicles last month, marking the plant's highest
production volume since October 2008, Suburban Life Publications
reported.

The plant has produced 17,181 Dodge Caliber, Jeep Compass and Jeep
Patriot, the highest since October 2008 when 23,540 vehicles
rolled out of the plant.  Of the 17,181 vehicles built, 11,689
were sold by dealers worldwide, according to the report.

Sales of the Jeep Compass soared 55% with major gains in the
United States and international markets but the vehicle's best
sales are in Europe.  Chrysler Group recorded 3,342 orders for the
vehicle, the highest since July 2009, the report said.

Chrysler Group also recorded 4,835 orders for the Jeep Patriot,
which is up 19% from 2008 with gains in the U.S., Canadian and
international markets.

Meanwhile, dealers worldwide ordered just 3,512 of the Caliber,
the plant's flagship model, which features improved interiors for
its 2010 model year.  Orders for the vehicle were down all over
the world compared with February 2008, Suburban Life Publications
reported.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: Daimler Seeks Dismissal of Creditors' Suit
--------------------------------------------------------
Daimler AG, Daimler North America Corporation and Daimler
Investments US Corporation ask the Court to dismiss the Official
Committee of Unsecured Creditors' first amended complaint because
the Complaint fails to state a claim for (i) constructive
fraudulent transfer, (ii) intentional fraudulent transfer, and
(iii) aiding and abetting a breach of fiduciary duty, (iv) unjust
enrichment, and (v) alter ego liability.

Alan S. Goudiss, Esq., at Shearman & Sterling LLP, in New York,
reminds the Court that in 2007, Chrysler LLC received a $5 billion
cash contribution and a new bank loan of $10 billion. This
recapitalization was part of a broader transaction in which
Chrysler was restructured to make it stronger and more flexible.
Mr. Goudiss asserts that the overall transaction was so obviously
beneficial for Chrysler that it was supported by Chrysler's major
creditor constituencies and the United Auto Workers.

In addition to a memorandum, Mr. Goudiss also filed a declaration
in support of the Dismissal Motion.

Given the broad creditor support for the 2007 restructuring and
recapitalization of Chrysler by Cerberus, not even the Creditors
Committee, of which the UAW is a member, is so brazen as to
challenge the entire transaction as a fraudulent transfer, or to
assert that it caused Chrysler's bankruptcy, Mr. Goudiss contends.
Instead, he alleges, the Creditors Committee isolates and then
attacks selected elements of the transaction as fraudulent
transfers.

"This approach, however, renders the Complaint fatally defective
as a matter of law," Mr. Goudiss argues.  "It is contrary to the
well-established legal authority of this Circuit requiring that
steps in an integrated transaction be 'collapsed' for purposes of
analyzing whether a fraudulent transfer occurred," he explains.

Nowhere in the Complaint does the Creditors Committee allege that
the entire, integrated Cerberus Transaction, including the
corporate restructuring and the $5 billion in cash contributions
to Chrysler and the repayment or forgiveness of Chrysler's
intercompany debt, constituted a fraudulent transfer, Mr. Goudiss
says.  In defiance of the applicable legal authority, he points
out, the Complaint improperly picks and chooses among particular
elements of the Cerberus Transaction, avoiding the ones that
destroy the Creditors Committee's legal theories, like Cerberus's
injection of $5 billion in cash into Chrysler.

The Complaint, thus, fails to adequately allege the elements of a
fraudulent transfer because it applies the wrong legal standard
and fails to address the relevant transaction, Mr. Goudiss
maintains.  He adds, among other things, that the defects in the
Complaint could not be cured by an amendment to it.

"The Complaint should be seen for what it is: a misguided attempt
by a desperate creditors' committee to extract a settlement from a
perceived deep pocket," Mr. Goudiss tells Judge Gonzalez.  "The
Committee has been given every opportunity to attempt to state a
claim against Daimler, but its efforts cannot withstand the legal
scrutiny required on a motion to dismiss," he continues.  Hence,
the Daimler Parties ask Judge Gonzalez to dismiss the Complaint.

Defendants Thomas W. Sidlik and Eric R. Ridenour also filed a
separate Dismissal Motion supported by a declaration by Brian M.
Lutz.

Objections to the Dismissal Motions are due on April 5, 2010.  Any
replies to those oppositions are due April 26.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: Lawmaker Wants Dealerships Restored
-------------------------------------------------
A U.S. lawmaker called on Chrysler Group LLC to follow General
Motors Co.'s lead and reinstate terminated dealerships, according
to a report by Tire Business.

Rep. Chris Van Hollen said that Chrysler Group itself has admitted
that a strong dealer network is instrumental to its growth.
"There's no quicker or easier way to build this network than to
reinstate its terminated car dealerships," he said.

GM, another auto maker that filed for bankruptcy protection last
year, earlier announced its plan to reinstate 661 of the 1,160
terminated dealerships that have filed for arbitration.

Mr. Van Hollen's comments carry special clout because he is the
assistant to House Speaker Nancy Pelosi and he played a role in
drafting and passing a law that provided arbitration for
terminated dealerships of GM and Chrysler Group that sought
reinstatement, Tire Business reported.

Chrysler Group, however, indicated that it won't follow GM's lead,
leaving arbitration as the only way for affected owners to contest
the termination of their dealerships, according to a report by
MotorTrend Magazine.

"Dealer appointments will be a function of the arbitrations.  The
company looks forward to the expeditious completion of the
arbitration process," Chrysler Group said.

In a March 15 statement, the auto maker, however, assured that it
will not take actions concerning its dealer network that will
affect a dealer that sought for arbitration until the arbitrator
has a chance to rule in the case.

If an arbitrator rules in favor of the dealership, that dealership
will get a new letter of intent from Chrysler Group. The
dealership will create a new contract with the auto maker if it
decides it still wants a franchise, MotorTrend Magazine reported.

By late January of this year, 418 of 789 dealerships that were
terminated by Chrysler Group paid the $1,625 arbitration fee.  The
auto maker said the 418 dealerships that sought for reinstatement
recently dropped below 400, according to the report.

Chrysler Group said more than 75% of dealerships that filed for
arbitration are still in business as they sell vehicles made by
competitors.  The automaker also said it will no longer give
dealerships additional brands to sell in those areas where former
dealers are seeking arbitration over its decision to close their
stores, according to a report by The Wall Street Journal.

Earlier, Chrysler Group rebuffed a request by Tammy Darvish, a co-
leader of the Committee to Restore Dealer Rights, to discuss
possible reinstatement of terminated dealerships.  The request
came after GM made the announcement of its planned reinstatement,
Tire Business reported.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: Stipulation Resolving Int'l Union, UAW Claim
----------------------------------------------------------
Pursuant to the sale of substantially all of their assets, the
Debtors assumed and assigned their collective bargaining agreement
with International Union, UAW to Chrysler Group LLC.

However, the UAW CBA does not include the Debtors' agreement to
provide certain retiree medical benefits specified in certain
memorandums of understanding post-retirement medical care between
the Debtors and the UAW and a certain settlement agreement in a
class action filed by UAW against Chrysler LLC known as the
"English Case Settlement."

The Excluded CBAs were neither assumed by the Debtors nor assigned
to Chrysler Group.

The UAW asserted Claim No. 15696 composed of an unsecured
nonpriority claim, as well as a priority claim in an unliquidated
amount and identified as not less than $10.6 billion as of April
30, 2009, and based on:

  (1) services performed by UAW-represented employees for the
      Debtors;

  (2) collective bargaining agreements and related agreements;

  (3) retiree benefits; and

  (4) the English Case Settlement.

Against this backdrop, the Parties agree to resolve certain
matters in connection with the UAW Claim.

In a stipulation, the Parties agreed that the UAW Claim will be
classified as a general unsecured claim with an unresolved and
undetermined amount.  In addition, the Parties agreed that:

  -- the UAW will not file any additional administrative
     priority claim or priority claim against any of the Debtors
     arising out of the obligation to provide "retiree benefits"
     to UAW-represented retirees;

  -- the UAW Claim, to the extent liquidated, will be subject to
     treatment pursuant to the Plan.  Any distribution on
     account of the UAW Claim under the Plan will be made to the
     UAW's designee as directed by the UAW in writing; and

  -- the UAW reserves the right to assert a claim that may arise
     from a breach of contract arising from actions taken, or
     not taken, by the Debtors after the Court approves their
     stipulation.

Judge Gonzalez approved the stipulation.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CITADEL BROADCASTING: Panel Has Nod for Dow Lohnes as FCC Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Citadel
Broadcasting Corp.'s cases received authority to retain Dow Lohnes
PLLC as its special counsel for certain Federal Communications
Commission and broadcast regulatory legal matters in connection
with the Chapter 11 cases, nunc pro tunc to January 28, 2010.

The Committee notes that it selected Dow Lohnes on January 28,
2010, to begin providing services immediately, which Dow Lohnes
has done.

Dow Lohnes will work with the Committee, the Debtors and their
officers, directors, senior management and advisors with respect
to regulatory issues arising under the rules, regulations and
orders of the FCC and the provisions of the Communications Act of
1934, as amended, and related matters, including working with the
Committee and its advisors to ensure that:

  -- the Debtor's filings with the FCC are in full compliance
     with the FCC's rules and regulations and the Communications
     Act;

  -- all necessary and complete filings are made with the FCC;

  -- the reorganized Debtors and their owners satisfy the
     foreign ownership limitations contained in Section 310 of
     the Communications Act;

  -- all FCC requests for information are fully responded to in
     a timely manner; and

  -- the FCC requirements and procedures are fully coordinated
     with and complementary to the proceedings before the
     Bankruptcy Court.

The Debtors will pay Dow Lohnes based on its hourly rates:

    Members                  $500 to $900
    Associates               $230 to $495
    Paraprofessionals        $130 to $250

In addition, the Debtors will reimburse Dow Lohnes for out-of-
pocket expenses incurred in the performance of services.

John R. Feore, Esq., a member of Dow Lohnes, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                    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)


CONN'S INC: Gets Relief from Potential Covenant Violations
----------------------------------------------------------
Conn's, Inc., has completed amendments to its asset based loan and
securitization borrowing facilities, providing it relief from
potential covenant violations as of January 31, 2010.

The agreements replaced the leverage ratio with a covenant based
on liabilities to tangible net worth and lowered the minimum fixed
charge coverage ratio requirement for the twelve-month periods
ended January 31, and April 30, 2010.  In addition to the covenant
changes, the cost of borrowings under the asset based loan and
securitization revolving credit facilities was increased, and the
commitment levels and maturity dates for the securitization
revolving facility were reduced.  Currently, the total commitment
provided under the securitization revolving facility is
$200 million, and will be reduced to $170 million in April 2010,
and then to $130 million in April 2011.  The ultimate maturity
date on the securitization revolving facility was changed to
August 2011, from September 2012.  The amendment to the
securitization facility also included certain changes in the
servicing requirements if specific performance measurements are
not maintained.

"We are very pleased that these amendments have been completed and
appreciate the support of our long-term financial partners and
vendors," commented Tim Frank, the Company's President and CEO.
"We look forward to continuing to work with our financial partners
on our capital needs for the future."

                          About Conn's, Inc.

The Company is a specialty retailer currently operating 76 retail
locations in Texas, Louisiana and Oklahoma: with 23 stores in the
Houston area, 20 in the Dallas/Fort Worth Metroplex, nine in San
Antonio, five in Austin, five in Southeast Texas, one in Corpus
Christi, four in South Texas, six in Louisiana and three in
Oklahoma.  It sells home appliances, including refrigerators,
freezers, washers, dryers, dishwashers and ranges, and a variety
of consumer electronics, including LCD, LED, plasma and DLP
televisions, camcorders, digital cameras, computers and computer
accessories, Blu-ray and DVD players, video game equipment,
portable audio, MP3 players, GPS devices and home theater
products.  The Company also sells lawn and garden products,
furniture and mattresses, and continues to introduce additional
product categories for the home to help respond to its customers'
product needs and to increase same store sales.  Unlike many of
its competitors, the Company provides flexible in-house credit
options for its customers. In the last three years, the Company
financed, on average, approximately 61% of its retail sales.


CENTRAL ILLINOIS: Consolidation With CILCO, IP to Equalize Ratings
------------------------------------------------------------------
Ameren Corp.'s announced consolidation plan to reorganize its
three Illinois electric and gas utilities into a single legal
entity would result in equalized ratings of the utilities upon
completion, according to Fitch Ratings.

On March 15, 2010 Ameren Corp.'s management announced plans to
reorganize Central Illinois Light Co. (IDR 'BBB'), Central
Illinois Public Service Co. (IDR 'BBB-') and Illinois Power Co.
(IDR 'BBB-') into a single public utility.  To accomplish the
reorganization, CILCO and IP will be merged into CIPS and CIPS
will be renamed Ameren Illinois Company.  The planned
consolidation has no direct impact on the credit quality of the
three utilities, which would continue to have debt outstanding.
Currently, Fitch rates CILCO debt and preferred stock one notch
higher than that of CIPS and IP.

Given the financial improvement achieved by each of the three
utilities in 2009, the new entity could be assigned a 'BBB' IDR,
assuming a reasonable outcome in the three utilities' pending
electric and gas rate cases, in which case the IDRs of CIPS and
CILCO would be upgraded to 'BBB' from 'BBB-' with a similar one
notch upgrade of their secured debt and preferred stock ratings to
'BBB+' and ' BBB-', respectively, while CILCO's 'BBB' IDR and
'BBB+' secured debt ratings would be unchanged.  A less favorable
rate decision would result in a 'BBB-' IDR for AIC and each of the
operating subsidiaries, which equates to a one notch downgrade for
CILCO and no rating changes for CIPS and IP.  The ratings of
Ameren Corp. (IDR 'BBB+') and Ameren Energy Generating Company
(IDR 'BBB+' with a Negative Outlook) are unaffected by the
proposed consolidation.  A full list of the existing ratings is
shown below.

In connection with the merger CIPS, CILCO and IP expect to redeem
CILCO's preferred stock and $40 million principal amount of CIPS'
7.61% series first mortgage bonds.  No other instruments are to be
redeemed.  Following the redemption of CIPS' first mortgage bonds
CIPS intends to cause a release date to occur with respect to its
senior secured notes, causing the notes to become unsecured
obligations and CIPS' mortgage indenture to be discharged.  The
debt and other obligations of CILCO and IP will become obligations
of the consolidated entity AIC and the senior secured notes of
CILCO and IP will still be secured by the mortgage bonds held by
their respective senior note trustee, subject to the release and
other provisions of the respective senior note indentures.  The
debt and other obligations of CIPS will remain obligations of AIC.
Upon consummation management expects that AIC will secure CIPS'
senior notes with the a lien under the IP mortgage indenture so
long as AIC has outstanding other senior notes sharing in this
lien.

After the reorganization, which management expects to complete by
October 2010, AIC intends to transfer the stock of AmerenEnergy
Resources Generating Company, a wholly-owned subsidiary of CILCO,
to Ameren Corp., which then plans to contribute the AERG shares to
Ameren Energy Resources Company, a merchant generation subsidiary
of Ameren Corp.

The proposed consolidation is subject to approval by the Federal
Energy Regulatory Commission.  The merger is expressly authorized
by the Illinois Public Utilities Act and does not require Illinois
Commerce Commission approval.

Fitch maintains these ratings:

Ameren Corporation

  -- IDR 'BBB+';
  -- Commercial paper 'F2';
  -- Short-term IDR 'F2'.

Ameren Energy Generating Company

  -- IDR 'BBB+';
  -- Senior unsecured debt 'BBB+';
  -- Short-term IDR 'F2'.

CIPS and IP

  -- IDR 'BBB-';
  -- Secured debt 'BBB+';
  -- Senior unsecured debt 'BBB';
  -- Preferred stock 'BB+'.

CILCO

  -- IDR 'BBB';
  -- Secured debt 'A-';
  -- Senior unsecured debt 'BBB+';
  -- Preferred stock 'BBB-'.


CHATSWORTH INDUSTRIAL: Gets Final OK to Access Lenders' Cash
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
in a final order, authorized Chatsworth Industrial Park, LP, to:

   -- use cash collateral from the five adjacent industrial
      properties in Chatsworth, California located at 21026-21040
      Nordhoff Street, 9035 Independence Avenue, 21019 Osborne
      Street, 21025 Osborne Street, and 21045-51 Osborne Street,
      to pay ordinary and necessary operating expenses; and

   -- grant adequate protection to Keybank, NA and the L.A. County
      Tax Collector, as holders of potential liens on the
      Chatsworth Properties.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Keybank, N.A., as holder of a
first trust deed on the Chatsworth Properties:

   i) a replacement lien;

  ii) ongoing cash payments to Keybank, N.A., in the form of
      regular monthly mortgage payments of $67,127 per month;

iii) periodic (monthly) accountings reflecting all collections
      and disbursements made by the Debtor; and

  iv) appropriate insurance coverage on the properties so as to
      protect the secured creditors' interest therein.

The Debtor will also grant L.A. County a replacement lien.

Tarzana, California-based Chatsworth Industrial Park, LP filed for
Chapter 11 on December 23, 2009 (Bankr. C.D. Calif. Case No. 09-
27368).  Caceres & Shamash LLP represents the Debtor in its
restructuring effort.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


CINCINNATI BELL: Annual Shareholders' Meeting on May 4
------------------------------------------------------
The 2010 Annual Meeting of Shareholders of Cincinnati Bell Inc.
will be held on May 4, 2010, at 11:00 a.m., Eastern Daylight
Savings Time, at the Queen City Club, 331 East Fourth Street,
Cincinnati, Ohio, for these purposes:

     1. To elect eight directors to serve a one-year term ending
        in 2011 -- Bruce L. Byrnes; Phillip R. Cox; Jakki L.
        Haussler; Mark Lazarus; Craig F. Maier; Alex Shumate;
        Lynn A. Wentworth; and John M. Zrno;

     2. To ratify the appointment of Deloitte & Touche LLP as the
        independent registered public accounting firm to audit the
        financial statements of the Company for the year 2010; and

     3. To consider any other matters that may properly come
        before the meeting.

The Board of Directors has established the close of business on
March 5, 2010, as the record date for determining the shareholders
entitled to notice of, and to vote at, the Annual Meeting or any
adjournment or postponement of the Annual Meeting.  Only
shareholders of record at the close of business on the Record Date
are entitled to vote on matters to be presented at the Annual
Meeting.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?5a8f

                       About Cincinnati Bell

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

                           *     *     *

Cincinnati Bell Inc. filed its annual report on Form 10-K, showing
net income of $89.8 million on $1.3 billion of revenue for 2009,
compared with net income of 102.6 million on $1.4 billion of
revenue for 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$2.064 billion in assets and $2.719 billion of debts, for a
stockholders' deficit of $654.6 million.

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


CLEAR CHANNEL: Dec. 31 Balance Sheet Upside-Down by $6.8 Billion
----------------------------------------------------------------
Clear Channel Outdoor Holdings Inc. filed its annual report on
Form 10-K.  The Company's balance sheet at December 31, 2009,
showed $18.05 billion in total assets, $1.54 billion total current
liabilities, $20.3 billion long-term debt, $2.2 billion deferred
income taxes, $824.5 million other long-term liabilities, for a
$6.84 billion total stockholders' deficit.

The Company reported a consolidated net loss of $4.034 billion on
revenues of $5.55 billion for 12 months ended Dec. 31, 2009.

A full-text copy of the company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?5a66

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.


COMPETITIVE TECHNOLOGIES: Posts $745,098 Net Loss in Jan. 31 Qtr
----------------------------------------------------------------
Competitive Technologies, Inc., filed its quarterly report on Form
10-Q, showing a net loss of $745,098 million on $268,353 of
revenue for the three months ended January 31, 2010, compared with
a net loss of $932,397 on $28,746 of revenue for the same period
ended January 31, 2009.

The Company's balance sheet as of January 31, 2010, showed
$2.1 million in assets, $1.1 million of debts, $74,642 of deferred
rent, and $889,021 of stockholders' equity.

"The Company has incurred operating losses since fiscal 2006.  At
current reduced spending levels, the Company may not have
sufficient cash flow to fund operating expenses beyond fiscal
2010.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

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

               http://researcharchives.com/t/s?5a6a

Fairfield, Conn.-based Competitive Technologies, Inc.
-- http://www.competitivetech.net-- provides distribution, patent
and technology transfer, sales and licensing services.  The
Company earns revenue in two ways, from licensing its clients' and
its own technologies to the Company's customer licensees, and in a
business model that allows the Company to share in the profits of
distribution of finished products.


CONGOLEUM CORP: Posts $8.2 Million Net Loss in Q4 2009
------------------------------------------------------
In a recent press release, Congoleum Corporation reported its
financial results for the fourth quarter ended December 31, 2009,
showing a net loss of $8.2 million which includes asbestos related
reorganization charges of $5.2 million based on a revised estimate
of the timing and cost to complete its reorganization in 2010.
This compared with a net loss of $6.4 million in the fourth
quarter of 2008.

Sales for the three months ended December 31, 2009, were
$28.1 million, compared with sales of $31.7 million reported in
the fourth quarter of 2008, a decrease of 11.3%.

Sales for the year ended December 31, 2009, were $134.9 million,
compared with sales of $172.6 million in 2008.  The net loss for
the year ended December 31, 2009 was $15.2 million, versus a net
loss of $14.6 million in 2008.  The net loss for 2008 included an
$11.5 million charge taken during the third quarter of 2008 to
increase reserves for estimated legal and related expenses in
connection with the reorganization proceedings.

Roger S. Marcus, Chairman of the Board, commented "While our end
markets remained weak in the fourth quarter of 2009, several
additional factors contributed to our loss.  First, we took a
charge of $5.2 million for what we expect the remaining costs will
be to complete our reorganization in 2010.  Second, distributor
inventory reductions cost us about $1.2 million in lost margin and
contribution to fixed manufacturing overhead.  Finally, the fourth
quarter was burdened with an additional $1.5 million in pension
expense due to depressed asset values at the end of 2008.  Without
these negative factors, we would have essentially broken even for
the quarter despite the poor economy. "

"2009 was an extraordinarily challenging year due to the economic
and credit climate.  Demand for our products fell sharply in all
our markets-new construction, remodel, and especially manufactured
housing.  We made the difficult but necessary major adjustments to
our workforce and spending in the first quarter of 2009 to bring
our cost structure into better alignment with market conditions.
While our loss for the year was significant, it was greatly
mitigated by the steps we took.  Generating cash was a focus
throughout the year, and we ended 2009 with $16.1 million in
unrestricted funds, up $1 million from the year before and
providing us necessary financial flexibility heading into 2010."

"As recently reported, our reorganization efforts are moving ahead
quickly, and the court has presently scheduled a confirmation
hearing to commence May 25, 2010.  Having settled our long running
litigation with substantially all of the insurance carriers who
have been the major opponents to previous efforts, we expect a
much smoother road ahead to confirmation.  I am optimistic that we
will see our plan confirmed in the second quarter of 2010 and that
we can emerge reasonably promptly thereafter.  Putting the
bankruptcy behind us in 2010 will be a major step forward."

At December 31, 2009, the Company had $163.7 million in assets and
$254.0 million of debts, for a stockholders' deficit of
$90.3 million.

A full-text copy of the Earnings Release is available at no charge
at http://researcharchives.com/t/s?5a67

                    About Congoleum Corporation

Based in Mercerville, New Jersey, Congoleum Corporation
(PINKSHEETS: CGMCQ) -- http://www.congoleum.com/-- manufactures
resilient sheet and tile and plank flooring products available in
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.


CONSHOHOCKEN RAIL: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Conshohocken Rail, LLC
        7131 Akron-Canfield Road
        Canfield, OH 44406

Bankruptcy Case No.: 10-10907

Chapter 11 Petition Date: March 16, 2010

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Michael Jason Barrie, Esq.
                  Benesch Friedlander Coplan & Aronoff LLP
                  222 Delaware Avenue, Suite 801
                  Wilmington, DE 19801-1611
                  Tel: (302) 442-7010
                  Fax: (302) 442-7012
                  Email: mbarrie@beneschlaw.com

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

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

The petition was signed by Peter Hornick, the company's manager,
member and authorized signatory.

Debtor's List of 19 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Ebenezer Railcar Services  Trade                  $536,180
Inc.
Dept. 704
PO Box  8000
Buffalo, NY 14267

Wintrow Construction Corp. Trade                  $431,434
637 Norton Avenue
Barberton, OH 44203

Alan A. Meyers, Inc.       Trade                  $172,732

Norfolk Southern           Trade                  $104,440

Robert E. Blue Consulting  Trade                  $86,645

First Insurance            Business Insurance     $77,680

Ed H. Prout Jr.            Trade                  $40,244

Oliver Sprinkler Co. Inc.  Trade                  $32,219

TD Bank North TA           Auto Loan              $26,577

Midlantic Machinery        Trade                  $18,500

Equipco                    Trade                  $14,188

Plymouth Township          Trade                  $8,798

Peco Real Estate           Trade                  $8,333

John Couchara Heat & Fuel  Trade                  $7,011

Evergreen-UNI              Trade                  $6,313

J.R. Betts, Incorporated   Trade                  $3,782

Zarwin Baum and DeVito     Trade                  $3,720

Advance Scale              Trade                  $2,890

Elliott & Frantz Inc.      Trade                  $2,479


CONTINENTAL AIRLINES: Proposes to Pilots Deal Similar to Delta's
----------------------------------------------------------------
The Wall Street Journal's Susan Carey reports that Continental
Airlines Inc. on Wednesday proposed to its pilots a labor deal
similar to Delta Airlines' agreement with its own pilots, plus a
$1-an-hour raise over Delta's pay rates.  Continental also would
make the new contract retroactive to January 1, 2010, giving the
deal a three-year term.  However, Continental wants some
restrictions in the current contract lifted to make the carrier
more competitive.  Continental also would eliminate the provision
that its pilots could appoint a representative to the Company's
board.

The Journal notes Continental has been engaged in slow-moving
contract negotiations with its 4,300 pilots since the summer of
2007.

The Journal relates that in a letter to Capt. Jay Pierce, chairman
of the Air Line Pilots Association branch at Continental, the
airline said it has concluded it can operate under a nearly
identical agreement and is prepared to move expeditiously if
Continental pilots agree.

According to the Journal, Capt. Pierce, in a message to union
members Wednesday, said the proposal is no surprise given that
much of the bargaining agenda to date has been based on the Delta
agreement.  He said there is much to consider before the
Continental pilots would commit themselves to such a process.
However, "we are obviously interested in any process by which we
can legitimately avoid extended negotiations," while the current,
concessionary contract remains in force, he said.

According to the Journal, a Continental spokesman said, "While
offering Delta's pilot contract to our own pilots is admittedly
unconventional, our action is a clear and good-faith offer to
promptly conclude an agreement that is fair to the company and
fair to our pilots."

The Journal notes that Continental pilots currently are working
under the terms of a concessionary contract agreed in 2005 to keep
the airline from having to file for bankruptcy-court protection.
The labor agreement opened for renewal at the end of 2008.

According to the Journal, the current contract:

     -- provides for $213 million in pilots' concessions a year;
     -- doesn't allow Continental to share revenue in a joint
        venture with another domestic carrier; and
     -- prohibits Continental's regional-airline partners from
        operating planes of more than 50 seats.

According to the Journal, Capt. Pierce said in a recent interview
that his union made a comprehensive contract offer late last year
that would add $500 million a year to Continental's costs.  He
also said the pilots have leverage.

The Journal notes that many of Continental's rivals have the
freedom to let their regional partners fly planes of as many as 76
seats, which passengers prefer.  The Journal also says Delta's own
contract with its pilots allows revenue sharing and larger
regional jets.

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                           *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.


CORUS BANKSHARES: Expects $490-Mil. Net Loss for 2009
-----------------------------------------------------
Corus Bankshares Inc. filed with the Securities and Exchange
Commission a preliminary balance sheet for December 31, 2009.

The Company reported preliminary net income from continuing
operations for the three months ended December 31, 2009, of
$98.8 million, or $1.84 per diluted share, compared with net
income from continuing operations of $1.4 million, or $0.03 per
diluted share, for the same period of 2008.  For the year ended
December 31, 2009, the preliminary net income from continuing
operations was $81.1 million, or $1.51 per share on a diluted
basis, compared to a net loss from continuing operations of
$1.2 million, or $0.02 per share on a diluted basis in 2008.
During the fourth quarter of 2009, the Company recorded an
expected income tax benefit of approximately $104.0 million
relating to the carryback of net operating losses to 2004 and
2005.  NOL carryback legislation was approved in November 2009
allowing taxpayers to carry back losses for five years instead of
two years.

The Company reported a preliminary net loss for the twelve months
ended December 31, 2009, of $490.0 million, or $9.12 per diluted
share, compared with a net loss of $456.5 million, or $8.41 per
diluted share, for the same period of 2008.  As previously
reported, the 2009 net loss includes a onetime, non-cash
accounting gain of $251.9 million generated by writing off the
Company's negative investment in the Bank.  Management expects the
Company to generate net losses going forward.

Shareholders' deficit stood at $3.95 per share as of December 31,
2009.

The Company has a $258 million taxes receivable on its balance
sheet as of December 31, 2009. This amount represents tax refunds
due from the IRS of $109 million for 2008 and $149 million for
2009.  These refunds relate to the carryback of NOL's to 2004
through 2007.  On February 2, 2010, the Company filed amended
returns for years 2006 and 2007 requesting the $109 million tax
refund for 2008.  Because the Company's consolidated tax loss in
2008 was generated principally by the Bank, the Company believes
the Bank has a claim against the Company for the 2008 refund.
Accordingly, the Company has recorded a payable to the FDIC, in
its capacity as receiver of the Bank, for the 2008 refund, in the
amount of $109 million.  The Company will contest any claim by the
FDIC for the 2008 refund because it believes that the tax refund
will be generally subject to the claims of all of the Company's
creditors, including the FDIC and is payable first to the Company,
as the consolidated filer.

When the Company files its 2009 tax return, it anticipates
requesting an aggregate tax refund of approximately $149 million.
Because the Company generated significant losses in 2009, the
Company will contest any claim by the FDIC with respect to the
2009 refund, even though the Bank also generated significant
losses in 2009.  Where both the Company and the Bank have
independent losses supporting independent claims for the entire
refund, Treasury Regulations provide that the utilization of those
losses should be apportioned based on each entity's respective
loss.

The Company expects the FDIC, in its capacity as receiver for the
Bank, to assert a claim for some or all of the 2009 refund. Such a
claim could include an action by the FDIC to seek to have the IRS
pay the refund directly to the FDIC.  The Company believes that
the tax refund should be generally subject to the claims of all of
the Company's creditors, including the FDIC.  The Company has not
recorded a payable to the FDIC for any of the 2009 refund because
of the independent loss by the Company giving rise to an
independent claim for the entire 2009 refund.  At this point in
time, it cannot be reasonably determined how this matter will
ultimately be resolved.

A full-text copy of the company's preliminary balance sheet is
available for free at http://ResearchArchives.com/t/s?5a1f

                         About Corus Bank

Corus Bank, N.A., was the banking subsidiary of Chicago, Illinois-
based Corus Bankshares, Inc. (NASDAQ: CORS).  Corus Bank was
closed September 11, 2009, by regulators and the Federal Deposit
Insurance Corporation was named receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with MB Financial Bank, National Association, Chicago,
Illinois, to assume all of the deposits of Corus Bank.

As of June 30, 2009, Corus Bank had total assets of $7 billion and
total deposits of approximately $7 billion.  MB Financial Bank
paid the FDIC a premium of 0.2% to assume all of the deposits of
Corus Bank.  MB Financial Bank agreed to purchase $3 billion of
the assets, comprised mainly of cash and marketable securities.
The FDIC retained the remaining assets for later disposition.


CRDENTIA CORP: Files for Chapter 11 with Pre-Negotiated Plan
------------------------------------------------------------
Crdentia Corp. voluntarily filed for chapter 11 protection before
the U.S. Bankruptcy Court for the District of Delaware.
netDockets relates Crdentia said it has a pre-negotiated plan of
reorganization.  According to netDockets, under that plan, all of
the equity in the reorganized Crdentia would be held by ComVest
Capital, LLC.  However, netDockets continues, ComVest Capital's
position as the plan sponsor would be subject to a competitive
bidding process, with the initial bid amount set at $10 million.
ComVest has also agreed to provide $900,000 in DIP financing, with
12% interest and a May 31, 2010 maturity.

Headquartered in Winter Park, Florida, Crdentia Corp. provides
healthcare staffing services.  netDockets says the company built a
healthcare staffing company by acquiring 12 companies between 2003
and 2008.  Crdentia provides healthcare staffing services to more
1,000 hospital, government, clinic, nursing home, and home care
clients in five states.

Crdentia last filed a financial report with the Securities and
Exchange Commission in May 2008.  In that report, Crdentia
disclosed total assets of $26,364,471 against total liabilities of
$17,013,987 as of March 31, 2008.  Crdentia terminated its duties
to file disclosures with the SEC in August 2008.


DAN WILLIAMS MUSIC: Files for Chapter 7 Bankruptcy Protection
-------------------------------------------------------------
Dan Williams Music Inc. of Franklin filed for bankruptcy under
Chapter 7 with $150,525 of assets and liabilities of $296,000,
Getahn Ward of The Tennessean reports.


DEED AND NOTE: Asks for Ok to Buy, Sell & Lease Real Property
-------------------------------------------------------------
Deed And Note Traders, LLC, has asked for authorization from the
U.S. Bankruptcy Court for the District of Arizona to continue to
buy, sell, option for sale, and lease residential real property in
the ordinary course of business.

The Debtor owns approximately 195 residential real properties,
most of which generate monthly rental income that is the primary
source of the Debtor's revenue.  The Debtor's other source of
revenue is from the sale of these residences.  Many of the sales
are structured on a "Rent to Own" basis under which the customers
rent the property for a period of time with an option to purchase
the property at the end of the lease terms.

The Properties are the principal assets of the Debtor's estate,
and the Debtor relies on the Rents and proceeds therefrom to
continue to operate its business.  The Debtor cannot efficiently
and economically arrange for a hearing on each purchase, sale,
option, or lease of real property in the ordinary course of its
business, and if the Debtor cannot continue to buy, sell, option
for sale, and lease residential real property, it cannot
reorganize and pay its creditors.  Accordingly, the Debtor
proposes that it be authorized to continue to lease, sell, and
option real property for sale without any prior court approval.
The Debtor proposes that any sales of real property be accounted
for in its timely filed monthly operating reports by attaching
thereto the closing statement for each sale.  "This will allow
secured lenders and other parties in interest to examine how the
proceeds of any sale have been distributed," the Debtor says.

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


DELCO OIL: 11th Circuit OKs Trustee's Recovery of Funds
-------------------------------------------------------
Bankruptcy Law360 reports that an appeals court has ruled that a
trustee may recover about $1.9 million paid to Marathon Petroleum
Co. LLC in the course of the now-defunct Delco Oil Inc.'s
bankruptcy, finding that the funds should not have been paid
without the court's permission and affirming the sanctity of cash
collateral.

Delco Oil Inc. was a motor fuel distributor headquartered in
DeLand, Florida.  The case is In re Delco Oil, Inc. (Bankr. M.D.
Fla. Case No:  3:06-bk-03241-GLP).  Richard R. Thames, Esq., at
Stutsman Thames & Markey, P.A., represented the Debtor in the
chapter 11 case.  In its chapter 11 petition, the Debtor estimated
both assets and debts to be between $1 million and $100 million.
On December 1, 2006, the case was converted to a Chapter 7
liquidation and Aaron Cohen was appointed as the Interim Chapter 7
Trustee.


DELTA AIR: Says Worker's $100M ERISA Claim Not Priority
-------------------------------------------------------
A former Delta Air Lines Inc. employee's $100 million class claim
over alleged mismanagement of the airline's retirement plan arose
from a securities purchase and should therefore be subordinated,
Delta has argued, firing back at its ex-worker's bankruptcy
appeal, according to Bankruptcy Law360.

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008.  From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.   The merger closed on
October 29, 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's.


DEVELOPERS DIVERSIFIED: Fitch Puts 'BB' Rating on $300 Mil. Notes
-----------------------------------------------------------------
Fitch Ratings assigns a 'BB' rating to $300 million senior
unsecured notes issued by Developers Diversified Realty
Corporation.  The notes are due April 1, 2017, have a coupon rate
of 7.5%, and a settlement date of March 19, 2010.  The proceeds
from the offering, which was priced at 99.995% of the principal
amount, will be used to repay outstanding debt, including
borrowings under DDR's unsecured revolving credit facility.

Fitch currently rates DDR:

  -- Issuer Default Rating 'BB';
  -- $1.3 billion unsecured revolving credit facilities 'BB';
  -- $1.5 billion unsecured medium term notes 'BB';
  -- $410.7 million unsecured convertible notes 'BB';
  -- $555 million preferred stock 'B+'.

The Rating Outlook is Negative.

Developers Diversified Realty Corporation is a self-administered
and self-managed real estate investment trust in the business of
owning, managing, and developing a portfolio of shopping centers
and, to a lesser extent, business centers.  DDR's portfolio as of
Feb. 12, 2010, consisted of 615 shopping centers and six business
centers, including 274 centers owned through unconsolidated joint
ventures.  DDR also owns almost 2,000 acres of undeveloped land,
of which approximately 700 acres are owned through unconsolidated
joint ventures.  As of Dec. 31, 2009, DDR had $9.8 billion in
total undepreciated book assets and a total market capitalization
of $7.7 billion, including $1.9 billion of market equity.


DEVELOPERS DIVERSIFIED: S&P Assigns 'BB' Rating on $300 Mil. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Developers Diversified Realty Corp.'s new $300 million 7.5% senior
unsecured notes due April 2017.  At the same time, S&P assigned a
'3' recovery rating to the new issue, reflecting S&P's expectation
for a meaningful recovery (50%-70%) in the event of default.  The
company intends to use net proceeds from the offering to repay
debt.

DDR accessed many sources to raise roughly $2 billion of capital
last year, in an effort to increase liquidity and modestly reduce
debt on its balance sheet (debt declined by $700 million in 2009
and has fallen roughly $500 million year-to-date in 2010).  The
company's leverage at the end of 2009 was 64% (on a book-value
basis), down from 68% at year-end 2008.  DDR ended 2009 with
roughly 58% drawn on its $1.25 billion credit facility (due June
2010, with a one-year extension option that DDR currently plans to
exercise).  The company used equity raises after year-end totaling
$380 million to pay down a portion of its line balance (roughly
$820 million was available as of Feb. 19) and to fund an
$83 million tender of some of its outstanding senior unsecured
notes (due 2010 and 2011).

DDR has aggressively leased space to maintain core portfolio
occupancy in the 90% area, and the company's exposure to
development is receding.  Nonetheless, S&P's ratings and outlook
reflect the company's weak debt coverage measures, which S&P
believes will remain under pressure due to likely higher
refinancing costs and the potential for additional compression of
core cash flow.  Market rents have fallen due to above-average
vacancies in the wake of retailer closings, and unemployment
remains stubbornly high, stretching consumers.  Despite DDR's
recent common equity raises, S&P believes the company may face
challenges with stabilizing its debt coverage measures as it seeks
to further improve its liquidity position and reduce debt before
large debt maturities in 2011 and 2012.

                        Recovery Analysis

Standard & Poor's maintains a '3' recovery rating on DDR's
unsecured senior notes.  The '3' recovery rating indicates S&P's
expectation for a meaningful (50%-70%) recovery for unsecured
senior noteholders in the event of a payment default.

                           Ratings List

       Developers Diversified Realty Corp.    Rating
       -----------------------------------    ------
        Corporate credit                      BB/Negative/--

                         Ratings Assigned

               Developers Diversified Realty Corp.

   $300 million 7.5% senior unsecured notes due April 2017    BB
     Recovery rating                                          3


DH ORCHARD: U.S. Trustee Seeks Case Dismissal
--------------------------------------------
Barring a last-minute objection, DH Orchard Ltd.'s bankruptcy case
will be dismissed at the request of U.S. Trustee Charles McVay,
American Bankruptcy Institute reports.

Austin, Texas-based DH Orchard Limited filed for Chapter 11 on
August 3, 2009 (Bankr. W. D. Tex. Case No. 09-12154).  Lynn H.
Butler, Esq., at Brown, McCarroll, LLP, represents the Debtor in
its restructuring efforts.  In its petition, the Debtor listed
$50,000,001 to $100,000,000 in assets and $10,000,001 to
$50,000,000 in debts.


DUBAI WORLD: To Offer 7-Year Payment Proposal to Banks
------------------------------------------------------
Reuters, citing Al Arabiya, reports that Dubai World will offer
banks a single proposal to repay in full over seven years the
$26 billion debt it is renegotiating, with interest likely linked
to LIBOR.  The report says officials from Dubai and neighboring
emirate Abu Dhabi have been working with restructuring experts to
devise a viable debt restructuring plan acceptable to some 97
creditors to Dubai World.

Reuters says implementing the proposal would cause banks to book
losses this year due to the differences between the proposed rate
and the rates in the original contracts.

According to Reuters, Saudi-owned Al Arabiya also cited the
sources as saying a problem had developed in the accounting
process that could force Dubai World to review some minor
technical, but "not fundamental," aspects of repayment.

According to Reuters, Dubai World has been in talks with a seven-
member committee which represents the 97 creditors.  Reuters says
the panel is made up of Standard Chartered, HSBC, Lloyds, Royal
Bank of Scotland, Emirates NBD and Abu Dhabi Commercial Bank,
which are believed to have two-thirds of the total exposure.  A
seventh lender, Bank of Tokyo-Mitsubishi, a unit of Mitsubishi UFJ
Financial Group, joined the panel this year, according to Reuters.

                        6-Month Standstill

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

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

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

                          Large Exposure

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

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

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

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

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

                        About Dubai World

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

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


EAGLEPICHER CORP: S&P Withdraws 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Michigan-based EaglePicher Corp., including its 'B' corporate
credit rating at the company's request.  Based on the terms of
EaglePicher's credit agreement, the company used proceeds from the
sale of its EaglePicher Technologies LLC unit to pay down amounts
outstanding on its first- and second-lien term loan debt.

EaglePicher manufactures products serving the automotive and
filtration industries.

                           Ratings List

                        Ratings Withdrawn

                         EaglePicher Corp.

                                     To      From
                                     --      ----
   Corp. credit rating               NR      B/Stable/--
    Senior secured                   NR      BB-
     Recovery rating                 NR      1
    Senior secured                   NR      CCC+/Watch Positive
     Recovery rating                 NR      6


EAST SIDE DEVELOPMENT: Case Summary & 2 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: East Side Development Company, LLC
        5052 Stone Canyon Dr
        Castro Valley, CA 94552

Bankruptcy Case No.: 10-42835

Chapter 11 Petition Date: March 16, 2010

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Debtor's Counsel: Dennis Yan, Esq.
                  Law Office of Dennis Yan
                  805 Kearny St.
                  San Francisco, CA 94108
                  Tel: (415) 867-5797
                  Email: DENNISY@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 the Debtor's petition, including a list of its
2 largest unsecured creditors, is available for free at:

                http://bankrupt.com/misc/canb10-42835.pdf

The petition was signed by Waqar Khan, manager of the Company.


EASTON-BELL SPORTS: Post $4 Million Net Loss for FY Ended Jan. 2
----------------------------------------------------------------
Easton-Bell Sports Inc.'s annual report on Form 10-K, showed a net
loss of $4.09 million on $716.3 million of net sales for the
fiscal year ended January 2, 2010, compared with a net profit of
$13.4 million on $775.54 million of net sales for the year ended
January 3, 2009.

The Company's balance sheet at Dec. 31, 2009, revealed
$960.6 million in total assets and $596.8 million in total
liabilities for a $363.8 million stockholders' equity.

As of Jan. 2, 2010, the Company had total indebtedness of
approximately $420.1 million (including $350.0 million of its
9.750% senior secured notes due 2016, or the Notes, $70.0 million
under its senior secured asset-based revolving credit facility, or
ABL Facility, and $0.1 million of capital lease obligations).0

"If we cannot make scheduled payments on our debt, we will be in
default and, as a result, holders of any of our debt could declare
all outstanding principal and interest to be due and payable, the
lenders under the ABL Facility could terminate their commitments
to loan money, our secured lenders could foreclose against the
assets securing such borrowings and we could be forced into
bankruptcy or liquidation, in each case, which could result in you
losing your investment," the Company warned in its annual report.

A full-text copy of the company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?5a68

                     About Easton-Bell Sports

Easton-Bell Sports, Inc. -- http://www.eastonbellsports.com/--
designs, develops and markets innovative sports equipment,
protective products and related accessories under authentic
brands.  The Company markets and licenses products under such
well-known brands as Easton, Bell, Riddell, Giro and Blackburn.
Headquartered in Van Nuys, California, the Company has 29
facilities worldwide.

                           *     *     *

As reported by the Troubled Company Reporter on November 24, 2009,
Standard & Poor's Ratings Services lowered its rating on Easton-
Bell Sports' proposed seven-year senior secured notes.  S&P
lowered the rating to 'CCC+' (one notch less than the counterparty
credit rating on Easton-Bell) from 'B-' and revised the recovery
rating to '5', which indicates S&P's expectation for modest (10%
to 30%) recovery in the event of a payment default or bankruptcy,
from '4'.  The Company carries S&P's B-/Positive/-- Corporate
credit rating.

The TCR said November 18, 2009, Moody's Investors Service rated
Easton-Bell's $325 million secured notes B3 and affirmed its B3
corporate family rating and B3 probability of default rating.  At
the same time, Easton-Bell's speculative grade liquidity rating
was upgraded to SGL 3 from SGL 4.  The rating outlook was revised
to positive.


ELECTRONIC SENSOR: Gets $200,000 From Halfmoon Bay Capital
----------------------------------------------------------
Electronic Sensor Technology, Inc., disclosed that on March 1,
2010, it received $200,000 from Halfmoon Bay Capital Ltd. in
exchange for:

     (1) a debenture bearing an interest rate of 9% with a
         maturity of one year; such debenture grants Halfmoon Bay
         a security interest in all of the tangible and intangible
         property of Electronic Sensor and, to the extent the
         property is subject to a prior lien, a subordinate
         security interest; and

     (2) a warrant to purchase 400,000 shares of Electronic Sensor
         with an exercise price of $0.02 cents per share and an
         expiration date of August 31, 2012.

Halfmoon Bay currently owns approximately 55% of the outstanding
common stock of Electronic Sensor and beneficially owns an
additional 10% of the outstanding common stock of Electronic
Sensor by virtue of the shares underlying a 9% convertible
debenture issued by Electronic Sensor to Halfmoon Bay on March 28,
2008.  On April 10, 2009, Electronic Sensor received $1 million
from Halfmoon Bay in exchange for a debenture bearing an interest
rate of 9% with a maturity of one year.  The debenture granted
Halfmoon Bay a security interest in all of the intellectual
property of Electronic Sensor.

                      About Electronic Sensor

Electronic Sensor Technology, Inc., develops and manufactures
electronic devices used for vapor analysis.  It markets its
products primarily to government agencies, higher education
institutions, and multi-national corporations.  The company sells
its products directly to domestic customers who are end-users and,
sells internationally to distributors who, in turn, sell to end-
users. Distributors are used for their capability to provide local
after-sales support to end-users.

At September 30, 2009, Electronic Sensor had $1,126,912 in total
assets against $3,472,184 in total liabilities, resulting in
$2,345,272 in stockholders' deficit.


ELECTRONIC SENSOR: Lehman Brothers Bankhaus Holds 5.8% Stake
------------------------------------------------------------
Lehman Brothers Bankhaus AG (i. Ins.) disclosed that as of
December 31, 2009, it may be deemed to beneficially own 9,401,445
shares or roughly 5.8% of the common stock of Electronic Sensor
Technology, Inc.

Electronic Sensor Technology, Inc., develops and manufactures
electronic devices used for vapor analysis.  It markets its
products primarily to government agencies, higher education
institutions, and multi-national corporations.  The company sells
its products directly to domestic customers who are end-users and,
sells internationally to distributors who, in turn, sell to end-
users. Distributors are used for their capability to provide local
after-sales support to end-users.

At September 30, 2009, Electronic Sensor had $1,126,912 in total
assets against $3,472,184 in total liabilities, resulting in
$2,345,272 in stockholders' deficit.


ELITE VINYL PRODUCTS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Elite Vinyl Products, Inc.
         4504 30th St. West
         Bradenton, FL 34207

Bankruptcy Case No.: 10-05859

Chapter 11 Petition Date: March 16, 2010

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

Debtor's Counsel: Daniel R. Fogarty, Esq.
                  Stichter, Riedel, Blain & Prosser, PA
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Email: dfogarty.ecf@srbp.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Sean Murphy, president of the Company.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                    Petition
   Debtor                              Case No.      Date
   ------                              --------      ----
Arrow Fence Systems, Inc.              10-05860     3/16/10
  Assets: $1 million to $10 million
  Debts:  $500,000 to $1 million


ENNIS COMMERCIAL: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ennis Commercial Properties, LLC
        643 N Westwood St
        Porterville, CA 93257

Bankruptcy Case No.: 10-12709

Chapter 11 Petition Date: March 16, 2010

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: Peter L. Fear, Esq.
                  7750 N Fresno St #101
                  Fresno, CA 93720-1145
                  Tel: (559) 436-6575

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

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

The petition was signed by Pamela Ennis, the company's manager,
member and authorized signatory.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                    Petition
  Debtor                               Case No.      Date
  ------                               --------      ----
Ennis Homes, Inc.                      09-10848     2/02/09
Ennis Land Development, Inc.           09-16750     7/17/09
St. James & Ennis Hanford              09-17500     8/05/09
Investments, LLC

Debtor's List of 8 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Best Best & Krieger, LLP                          $110,874

Citizens Business Bank     Anticipated            Unknown
334 N. Main Street         deficiency
Porterville, CA 93257

Gilmore Wood Vinnard &                            $58,066
Magness

Pam Ennis                                         $1,198,138
643 N. Westwood St.
Porterville, CA 93257

Pam Ennis                                         $68,897

United Security Bank        18.5 Acres-Henderson  $4,464,000
7088 N. First               Newcomb-Multi-family  ($1,827,500
Fresno, CA 93720            zoning-$1,190,000-     secured)
                            Owned by Debtor
                            Neighborhood in
                            Porterville-Williams
                            Ranch in Porterville-O

Visalia Community Bank      3.5 acres-SW          $5,400,000
120 N. Floral St.           Corner Westwood       ($4,701,950
Visalia, CA 93291           & Henderson-          secured)
                            Commercial-$510,000
                            3.89 acres-NW
                            corner Henderson
                            & Westwood-commercial-
                            $991,950
                            643 N. Westwood


Wells Fargo Bank            Line of Credit        $550,000
MAC A0330-027
Concord, CA 94524-4056


EPV SOLAR: Can Sell 19% Interest in Portugal Joint Venture
----------------------------------------------------------
EPV Solar, Inc., sought and obtained authorization from the
Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey to sell the Debtor's approximately 19%
interest in Solar Plus - Producao de Paineis Solares, S.A., a
Portuguese joint venture, to Net Plan - Telecomunicacoes e
Energia, S.A., free and clear of liens, claims and encumbrances
for $500,000.

The terms of sale of the Debtor's interest in the Joint Venture
were negotiated prepetition and substantially all of the documents
necessary to its closing were agreed upon prepetition.  The Debtor
expected to receive $450,000 in sale proceeds immediately prior to
the Petition Date, but the Purchaser refused to close after it
received a notice from the Debtor's senior secured lender,
Patriarch Partners Agency Services, LLC, scheduling a secured
party sale of the Debtor's assets, even though the Debtor's
interest in the Joint Venture is expressly excluded from
Patriarch's liens.

The Debtor said that its interest in the Joint Venture isn't
subject to the prepetition liens of the prepetition secured
lenders, and the prepetition secured lenders consent to the
proposed transaction.

The Debtor divests itself of its interest in the Joint Venture and
is not responsible going forward for any liabilities of the Joint
Venture.

The offer by the Purchaser is the sole offer received by the
Debtor for its interest in the Joint Venture.

The Debtor will pay a $50,000 transaction fee to its Portuguese
representative upon closing of the sale transaction, from the
proceeds of the sale.

Patriarch has given its consent to the proposed transaction.

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.


EPV SOLAR: Taps Lowenstein Sandler as Bankruptcy Counsel
--------------------------------------------------------
EPV Solar, Inc., has sought authorization from the U.S. Bankruptcy
Court for the District of New Jersey to employ Lowenstein Sandler
PC as bankruptcy counsel.

Lowenstein Sandler will, among other things:

     (a) provide the Debtor with advice and preparing all
         necessary documents regarding debt restructuring,
         bankruptcy and asset dispositions;

     (b) take necessary actions to protect and preserve the
         Debtor's estate during the pendency of the Debtor's
         Chapter 11 case, including the prosecution of actions by
         the Debtor, the defense of actions commenced against the
         Debtor, negotiations concerning litigation in which the
         Debtor is involved and objecting to claims filed against
         the estate;

     (c) prepare motions, applications, answers, orders, reports
         and papers in connection with the administration of this
         Chapter 11 case; and

     (e) appear in Court to protect the interests of the Debtor.

S. Jason Teele, a member of Lowenstein Sandler, says that the firm
will be paid based on the hourly rates of its personnel:

         Members                   $425-$785
         Senior Counsel            $350-$570
         Counsel                   $335-$500
         Associates                $230-$400
         Paralegals                $120-$210
         Assistants                $120-$210

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

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.


ESCOM LLC: Faces Involuntary Bankruptcy from Creditors
------------------------------------------------------
According to elliotsblog.com, creditors filed an involuntary
Chapter 11 bankruptcy petition against Escom LLC in the United
States Bankruptcy Court for the Central District of California.

Escom LLC owns the popular Internet domain name, sex.com.

According to the report, the filing will stay the public auction
foreclosure proceedings set for March 18, which petitioners
believe would diminish the value of Escom's assets.

Windels Marx Lane & Mittendorf, LLP, 156 West 56th Street, New
York, New York was scheduled to convene an auction on March 18,
2010 at 11 a.m.


EUROBANCSHARES INC: FDIC Looking for Buyer of Bank's Assets
-----------------------------------------------------------
Matthias Rieker at Dow Jones Newswires reports that the Federal
Deposit Insurance Corp. is seeking buyers for three banks in
Puerto Rico -- W Holding Co. Inc., R&G Financial Corp. and
Eurobancshares Inc.  Two people familiar with the matter told Dow
Jones the FDIC has hired an investment bank to try to find capital
or outright purchasers for the banks.

The banks, Dow Jones says, have almost $21 billion in combined
assets.  The three banks hold almost 30% of Puerto Rico's
$62 billion of deposits, and their bank subsidiaries are operating
under enhanced FDIC scrutiny.

According to Dow Jones, people familiar with the matter said the
three weak banks will likely struggle to file their first-quarter
earnings to regulators.  Dow Jones recalls the FDIC slapped W
Holding, R&G and Eurobancshares with sharp enforcement actions
last year, disclosing a laundry list of deficiencies, including
"insufficient" or "unsatisfactory" earnings, "inadequate"
management, too little capital and "excessive" levels of troubled
loans.

Dow Jones relates that, according to Federal Reserve data,
W Holding, the island's third-largest bank by deposits, posted a
loss of $14 million last year, R&G $62.8 million and
Eurobancshares $72 million.

Dow Jones further notes R&G had to restate earnings from 2002 to
2004 because of the derivative and loan issues, shaving between
30% and 70% off its profits for those years.  It has yet to file
subsequent earnings reports with the Securities and Exchange
Commission.  In late 2007, it hired KBW Inc. and Sandler O'Neill &
Partners LP to explore "its strategic options."

Dow Jones says possible local bidders for the troubled banks
include:

     -- Doral Financial Corp.  Dow Jones notes a group of private-
        equity investors bought a majority stake in Doral to
        prevent the bank's default in 2007, hoping they could
        expand Doral through acquisition.

     -- Popular Inc., the island's largest bank by assets and
        deposits, which has long said it would be interested in
        consolidating.

     -- Oriental Financial Group Inc., one of the island's
        smallest banks, which said Tuesday morning it raised
        $86.6 million in a public offering, in part for "possible
        participation in government-assisted transactions in
        Puerto Rico."

Dow Jones, citing investment bankers, also relates Bank of Nova
Scotia, which owns about 10% of First Bancorp Puerto Rico and
which has a large Caribbean banking network, might also be a
buyer.

According to Dow Jones, the three banks didn't respond to requests
for comment.  A spokesman for the FDIC declined to comment.


EXTENDED HOTELS: Starwood, TPG & Five Mile to Invest $905MM
-----------------------------------------------------------
Starwood Capital Group, TPG Capital and Five Mile Capital Partners
have reached an agreement to invest up to $905 million in Extended
Stay Hotels, Inc., as part of a recapitalization plan that would
allow the hotel chain to emerge from bankruptcy.  The proposal,
which was filed with the U.S. Bankruptcy Court, Southern District
of New York earlier today, would allow Extended Stay, which would
be valued at approximately $3.9 billion post-transaction, to
emerge from bankruptcy with a significantly stronger balance
sheet, reduced debt load and significant cash reserves to invest
in its properties and operations.  The Extended Stay Board of
Directors has determined the offer is superior to a previous
agreement with Centerbridge Partners and Paulson & Co., which has
been terminated.

The consortium's plan is not conditioned on any financing or due
diligence provisions, but is subject to approval of the Bankruptcy
Court.

"We are excited about the prospects of acquiring Extended Stay,"
said Barry Sternlicht, Chairman and CEO of Starwood Capital Group.
"We believe we have made a very compelling offer with the specific
intent of balancing and considering the interests of all
stakeholders involved here.  Starwood Capital has unparalleled
experience in the hospitality sector and we believe we are
uniquely positioned to work with the team to help the company
flourish and maximize the company's potential for all
stakeholders."

As part of the agreement, the consortium would invest $450 million
of equity directly into Extended Stay and has also agreed to
backstop a $200 million equity rights offering, thereby infusing
$650 million of new capital into the company.  In addition, the
consortium will commit $255 million to provide a cash alternative
for creditors who prefer cash to the equity they would receive as
part of the plan of reorganization.

Certain holders of Extended Stay's $4.1 billion mortgage would
receive a $200 million cash pay down, a new $2.8 billion mortgage
and $471 million of equity in the reorganized entity.  Junior
mortgage certificate holders and holders of the company's
$3.3 billion mezzanine debt would be provided with junior equity
interests.  As a result of this transaction, Extended Stay's total
debt would be reduced from $7.4 billion today to $2.8 billion post
reorganization.

Under the terms of the agreement, affiliates of Starwood Capital
Group will provide approximately half of the new equity, with
affiliates of TPG and Five Mile Capital equally providing the
remaining amount.  Mr. Sternlicht would serve as Chairman of
Extended Stay.  Mr. Sternlicht is the founder of Starwood Hotels &
Resorts, where he served as Chairman and CEO for nearly 10 years
as the company grew into one of the world's leading hotel and
leisure companies.  Mr. Sternlicht also serves as the Chairman of
Groupe du Louvre, which owns some the world's best-known luxury
hotels, including the Crillon in Paris, and one of the world's
largest budget hotel companies, Louvre Hotels, with more than 800
hotels across Europe.  In addition, a controlled affiliate of
Starwood Capital acquired Golden Tulip out of bankruptcy in 2009,
adding a network of more than 230 hotels in almost 40 countries to
its portfolio.

Miller Buckfire & Co., LLC, is serving as the consortium's
financial advisor and Greenberg Traurig, LLP is serving as its
legal advisor.

                  About Starwood Capital Group

Starwood Capital is a private, US-based investment firm with a
core focus on global real estate.  Since the group's inception in
1991, the firm, through its various funds, has invested more than
$6 billion of equity capital, representing $21 billion in assets.
Starwood currently has approximately $14 billion of assets under
management

                         About TPG Capital

TPG Capital is the global buyout group of TPG, a leading private
investment firm founded in 1992 with more than $48 billion of
assets under management and 14 offices in 10 countries around the
world.

                About Five Mile Capital Partners

Five Mile Capital Partners LLC is a leading alternative investment
and asset management company established in 2003 with over
$2 billion in assets under management.  The Firm specializes in
investment opportunities in commercial and residential real estate
debt and equity and other financial services related investments.

                        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 Accept Starwood Offer, Creditors' Counsel Says
----------------------------------------------------------------
Reuters' Emily Chasan reports that Extended Stay America plans to
accept a reorganization proposal from investors led by Starwood
Capital Group, according to Mark Power, Esq., at Hahn Hessen,
representing Extended Stay's Official Committee of Unsecured
Creditors.

"Starwood has come in with an alternative proposal and the debtors
advised us that they will file a motion before the end of the week
seeking approval of the Starwood proposal," Mr. Power said,
according to Ms. Chasan.

Reuters relates Starwood, led by real estate developer Barry
Sternlicht, made a binding offer to Extended Stay over the
weekend, saying its plan would be better.  Starwood has been
offering to inject $600 million in new equity into the reorganized
company.  Starwood's partnered with Five Mile Capital and TPG
Capital in the Extended Stay bid.

Earlier this month, Extended Stay had accepted a reorganization
plan proposed by two investment firms, Centerbridge Partners LP
and Paulson & Co.  As reported by Extended Stay Bankruptcy News
and the Troubled Company Reporter, pursuant to an Investment and
Standby Purchase Agreement, Centerbridge and Paulson will commit
to provide, through a newly formed limited liability company,
"InvestorCo", up to $450 million to a newly formed parent company
of the reorganized Debtors, to fund the Plan and certain related
transactions.  InvestorCo will acquire 22.5% of the NewCo Common
Interests for a cash contribution of $225 million.  The Investors
will also backstop a rights offering that will general additional
proceeds of $225 million.

Extended Stay had said it could emerge from bankruptcy as early as
June under the Centerbridge and Paulson deal.

Starwood's bid remains subject to higher and better offers.  "We
anticipate there will be a period for interested parties to do due
diligence and submit higher and better proposals," Mr. Power said,
according to Reuters.

Dow Jones Newswires' Lingling Wei says Starwood already holds
about $131 million of the first-mortgage debt of Extended Stay and
an additional $123 million of the mezzanine, or junior, debt.

Dow Jones relates that in September, about three months after
Extended Stay sought Chapter 11 protection, Mr. Sternlicht began
developing a restructuring proposal and seeking support from other
stakeholders.  Dow Jones further relates that according to some
creditors who attended a December 2009 meeting called by Starwood
Capital, Mr. Sternlicht said he would rebrand the hotel chain,
which caters to budget-conscious travelers, and recommended
expanding its franchise business and spinning off its real estate
in an initial public offering.  "He's a great salesman," said a
participant who asked not to be identified, Dow Jones relates.

Dow Jones, citing people familiar with the situation, relates that
Starwood's plan puts a higher value -- nearly $4 billion -- on
Extended Stay than other estimates.  Dow Jones notes that when
Extended Stay filed for Chapter 11 protection, it estimated its
value at $3.3 billion.

Extended Stay Bankruptcy News and the Troubled Company Reporter
have reported that the Debtors 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.

Extended Stay 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.  That plan is hinged on the
Centerbridge-Paulson deal.

Dow Jones also relates that Starwood's proposal calls for some
existing holders of Extended Stay's $4.1 billion first-mortgage
debt to continue holding their debt.  The plan would give some
creditors the option to convert their claims into equity.  It
would reduce the Debtors' $7.4 billion debt to about $3 billion
and give Starwood group close to the majority of the equity stake
in the reorganized company.

In the 1990s, Starwood Capital turned a troubled real-estate
investment trust into what is today Starwood Hotels & Resorts
Worldwide. Dow Jones relates that under Mr. Sternlicht, Starwood
Hotels created W hotels, built the St. Regis from a single hotel
into a brand, and introduced Westin Heavenly Bed and Bath.  He
left Starwood Hotels abruptly in 2005 after clashing with the
company's then chief executive, Steve Heyer.

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
   http://bankrupt.com/misc/ESI_LiquidationAnalysis.pdf
   http://bankrupt.com/misc/ESI_ProjectedFinancialInfo.pdf
   http://bankrupt.com/misc/ESI_HistoricalFinStatements.pdf

The Debtors have proposed these schedules in connection with that
Plan:

(a) April 8, 2010, hearing to consider approval of the
     Disclosure Statement.  Deadline for filing objections is
     April 2, 2010.

(b) 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;

(c) May 14, 2010, as the deadline for creditors and interest
     holders entitled to vote on the Plan to submit their
     ballots;

(d) May 26, 2010, as the hearing date to consider confirmation
     of the Plan; and

(e) 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).


FAIRPOINT COMMS: Court Gives Final Nod for $75 Mil. DIP Facility
----------------------------------------------------------------
Judge Burton Lifland authorized FairPoint Communications Inc. and
its units, on a final basis, to enter into a DIP Financing
Agreement with the Bank of America, as Administrative Agent, and a
syndicate of lenders.  The DIP Financing Agreement allows the
Debtors to borrow up to an aggregate amount of $75,000,000, of
which up to $30,000,000 may be used for letter of credit.

Loan proceeds under the Revolver Facility may be used by the
Debtors (i) for general working capital purposes; (ii) to pay
amounts owed to DIP Lenders from time to time; (iii) to pay
reasonable professional fees and expenses payable to the
Prepetition Agent under the Prepetition Credit Agreement; (iv) to
issue letters of credit in the ordinary course of business; (v)
to pay cure amounts; and (vi) to pay fees and expenses of
bankruptcy professionals, subject to Carve Out.

The Loan Proceeds are not to be used to challenge or contest any
of the liens or claims of the Prepetition Lenders and DIP
Lenders.

Under the Final DIP Order, Judge Lifland directs the Debtors to
provide to the DIP Lenders, on a monthly basis, an updated Budget
projecting their cash flow for 13 weeks.

All of the DIP Obligations will constitute allowed senior
administrative expense claims against the Debtors with priority
over all of their administrative expenses, adequate protection
claims and all other claims, Judge Lifland ruled.

No claim or lien having a priority senior to or pari passu with
those granted by the Interim DIP Order, the Final DIP Order or
the DIP Documents to the DIP Lenders and the Prepetition Lenders
will be granted or allowed while any portion of the DIP
Obligations or the Adequate Protection Claims remain outstanding,
the Court held.  The DIP Liens and the Adequate Protection Liens
will not be subject or junior to any lien or security interest
that is avoided and preserved for the benefit of the Debtors'
estates.

                     Prepetition Collateral

The Debtors are authorized to use the "Prepetition Collateral"
during the period from the Petition Date through and including
the Maturity Date under the DIP Agreement, provided that the
Prepetition Secured Parties are granted adequate protection.

The Prepetition Administrative Agent and the other Prepetition
Secured Parties are entitled to adequate protection of their
interests in the Prepetition Collateral in an amount equal to the
diminution of the collateral, if any.

The Prepetition Administrative Agent is authorized to file in the
Debtors' lead Chapter 11 case a single, master proof of claim on
behalf of the Prepetition Secured Parties on account of any and
all of their claims arising under the Prepetition Loan Documents
and against each of the Debtors.

Nothing in the DIP Agreement or any related orders or documents
will (i) constitute a ruling regarding the effect of non-payment
by the Debtors of fines, fees, penalties or payments to the
Public Utility Commissions, or customer rebates payable on
account of Service Quality Index measures established by the
PUCs; (ii) enjoin or otherwise limit the authority of the PUCs,
if any, to enforce any statute, rule or order providing for,
among other things, the payment of fines, fees, penalties,
payments, or customer rebates payable on account of Service
Quality Index measures established by the PUCs; or (iii)
constitute a finding or ruling that the Court has or does not
have the jurisdiction or authority to authorize or permit the
Debtors to not pay or otherwise provide for payment of fines,
fees, penalties, payments, or customer rebates payable on account
of Service Quality Index measures established by the PUCs.

The DIP Facility will mature on July 26, 2010, at which date the
Debtors, subject to the prior written consent of the Required
Lenders, may seek an extension of up to three months.

The Termination Date of the DIP Facility refers to the earliest
to occur of (i) the Maturity Date, (ii) the effective date of a
Chapter 11 Plan in the Debtors' cases that is satisfactory to the
Lenders, or (iii) the date by which the DIP Agreement is
terminated by either the Debtors or the Required Lenders.

A full-text copy of the Final DIP Credit Agreement is available
for free at:

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

A full-text copy of the Final DIP Order is available for free at:

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

                  About FairPoint Communications

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

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

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

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


FAIRPOINT COMMS: Gets Nod to Assume ACE Insurance Policies
----------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code, FairPoint
Communications Inc. and its units sought and obtained the Court's
authority to assume insurance policies and agreements provided by
ACE American Insurance Company, which includes policies on
workers' compensation, automobile liability insurance, general
liability, storage tank liability, and pollution liability.

The ACE Insurance Program is set to expire on March 31, 2010.

James T. Grogan, Esq., at Paul Hastings Janofsky & Walker LLP, in
New York, related that on February 26, 2010, the Debtors agreed
to renewal terms of the Insurance Policies and Agreements for the
period from March 31, 2010 through March 31, 2011.  Pursuant to
the ACE Insurance Program and related Insurance Agreements,
the Debtors are obligated to, among other things, pay insurance
premiums, deductibles and related charges and expenses to ACE.
The Debtors' obligations are payable over an extended period of
time and are subject to future audits and adjustments.

The aggregate estimated premium payable to ACE initially, and
subject to later adjustment, with respect to the Insurance
Agreements is approximately $1,308,374.

In addition, the Debtors will owe amounts in connection with
deductibles and other reimbursement obligations related to claims
payments paid by Sedgewick CMS, on behalf of ACE, according to
Mr. Grogan.  Sedgewick is a third party claims administrator.

As security for the Debtors' obligations under the ACE Insurance
Program, the Debtors provided ACE with letters of credit prior to
the Petition Date in the amount of $6,142,740 for the ACE
Insurance Program.  The Prepetition Letters of Credit will expire
on March 31, 2010.  Accordingly, in connection with the New
Postpetition Insurance Agreements, the Debtors have agreed to
provide ACE with a replacement letter of credit in the same
amount as the Prepetition Letters of Credit as well as a new
letter of credit in the amount of $3,219,626.  The Replacement
LOC and the New LOC are referred to as the "Collateral."

ACE will have a superior security interest in and lien on the
Collateral provided by the Debtors to ACE and its proceeds.

In relation to the assumption of the Policies, the Court directs
the Debtors to cure all defaults, if any, under the ACE Insurance
Program.  The parties, however, believe there are currently no
prepetition defaults that must be cured.

All objections to the Debtors' request that have not been
withdrawn, waived or settled are overruled, the Court held.

ACE is allowed an administrative expense claim under Section
503(b)(1)(A) of the Bankruptcy Code for all unpaid payment and
reimbursement obligations of the Debtors in the ordinary course
of business under the ACE Insurance Program, including all
renewals and extensions regardless of when the amounts are or
will become liquidated, due or paid.  No proof of claim bar date
or administrative claim bar date will apply to any claims of ACE
that it may assert in respect of the ACE Insurance Program or the
Insurance Agreements, Judge Lifland ruled.

ACE is entitled to the right to draw against all Collateral
provided by the Debtors, the Court made clear.  ACE will also
have the right to hold the proceeds of the collateral as security
for the Debtors' obligations under any policy or insurance
agreement, and to apply the proceeds to the Debtors' obligations.
Moreover, ACE will have the right to cancel the ACE Insurance
Program or the Insurance Agreements under the terms and
conditions stated, and to take other actions, in each case solely
to the extent permitted under applicable non-bankruptcy law, the
ACE Insurance Program and the Insurance Agreements, without
further order of the Court.

In a separate development, ACE has withdrawn its limited
objection to the Debtors' Chapter 11 Plan and Disclosure
Statement in view of the Debtors' intent and the Court's approval
of the assumption of the ACE Insurance Program.

                  About FairPoint Communications

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

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

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

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


FAIRPOINT COMMS: Plan Confirmation Hearing Set for May 11
---------------------------------------------------------
Judge Burton R. Lifland of the United States Bankruptcy
Court for the Southern District of New York signed on March 11,
2010, an order approving the Disclosure Statement explaining the
Joint Plan of Reorganization, as amended, of FairPoint
Communications, Inc., and its debtor affiliates.

The Court held that the Disclosure Statement contains
adequate information within the meaning of Section 1125 of the
Bankruptcy Code.  Judge Lifland overruled all objections to the
Disclosure Statement that have not previously been settled or
withdrawn.

"I cannot find this plan patently unconfirmable," Judge Lifland
was quoted by Bloomberg News as saying, adding that some of the
objections asserted could be addressed at the confirmation
hearing.

Judge Lifland has also approved the proposed procedures to govern
the solicitation and tabulation of votes on the Plan.

The composition of the Solicitation Package and the forms of
Ballots and Master Ballots are approved, the Court ruled.

The Debtors are to complete mailing of the Solicitation Packages
no later than March 25, 2010.

All ballots must be properly executed, completed, delivered to,
and received by BMC Group, Inc., no later than April 28, 2010, at
4:00 p.m., Eastern time.

The Voting Record Date for determining creditors who are entitled
to vote on the Plan is set as March 18, 2010.

Judge Lifland will convene a confirmation hearing on the Debtors'
Plan on May 11, 2010, at 10:00 a.m., Eastern Time.  Objections to
the confirmation of the Plan are due no later than April 28.

A full-text copy of the Disclosure Statement Order is available
for free at http://bankrupt.com/misc/FairPt_DSOrder_sgdMar11.pdf

                  Second Amended Plan Filed

Shortly before Judge Lifland entered the Disclosure Statement
Order, the Debtors delivered to the Court a Second Amended Plan
of Reorganization and an accompanying Disclosure Statement dated
March 10, 2010.

FairPoint Executive Vice President and General Counsel Shirley J.
Linn, Esq., relates that the Second Amended Disclosure Statement
clarifies the Plan's position on various issues.  The Second
Amended Plan also includes language agreed to by the Debtors to
address the objections of certain parties.  Among the
modifications noted are:

  1. Revised Estimated Claim Amounts for Classes 5 and 6

      The estimated aggregate amount of allowed claims for Class
      5 Legacy Subsidiary Unsecured Claims is reduced to
      $9.8 million from $10.5 million, and for Class 6 NNE
      Subsidiary Unsecured Claims is increased to $12.9 million
      from $12.3 million.

  2. Disclosure on Potential Litigation

      The Official Committee of Unsecured Creditors has
      expressed concern that the merger of Northern New England
      Spinco Inc. and Fairpoint Communications gives rise to
      material fraudulent transfer claims against Verizon
      Communications Inc. and certain parties.  The Creditors'
      Committee is actively seeking prosecution of those claims
      for the benefit of creditors.

      Spinco is a subsidiary of Verizon.  In relation to the
      Merger, FairPoint and Spinco entered into a $2.03 billion
      secured credit facility, and Spinco issued and FairPoint
      Communications subsequently assumed $551 million aggregate
      principal amount of 13-1/8% Senior Notes due 2018.

      Under the Second Amended Disclosure Statement, the Debtors
      specifically state that together with their advisors, they
      have undertaken a preliminary analysis of the fraudulent
      transfer issues.  The Debtors believe that generally, a
      transfer may be avoided as a "fraudulent transfer" where a
      debtor did not receive "reasonably equivalent value" in
      exchange for the transfer and the debtor was insolvent at
      the time the transfer was made.

      The Debtors, however, state that they have not reached
      a final conclusion on the merits of the Committee's
      potential action.  The Plan does not contain a release of
      those Claims against Verizon, the Debtors clarify.

  3. Disclosure of Accounting Errors

      FairPoint's Board of Directors have concluded that the
      Debtors should file amendments to their 2009 Quarterly
      Reports to restate the interim consolidated financial
      Statements, due to errors identified in the quarter
      reports for the period ended March 30, 2009, June 30, 2009
      and September 30, 2009.

      The Debtors nevertheless believe that the accounting issue
      and the billing adjustments will not require any changes
      to the Projections contained in the Second Amended
      Disclosure Statement.

  4. Clarification on Expense Reimbursement for Regulatory
     Authorities

      The Debtors clarify that they will reimburse the
      reasonable expenses of the Maine Public Utility
      Commission, the Maine Office of the Public Advocate, the
      state of New Hampshire, the Vermont Department of Public
      Service and the Vermont Public Service Board in connection
      with the Chapter 11 Cases, as long as the Regulatory
      Settlements remain in effect.

  5. Pension Plans

      Upon confirmation of the Plan, the Debtors will assume and
      continue to maintain the Pension Plans.  The Pension Plans
      may be terminated after the Plan Effective Date only if
      the statutory requirements of the Employee Retiree Income
      Security Act are met.

  6. U.S. Government Claim

      Nothing in the Plan will effect a release of any claim by
      the United States Government or any of its agencies, nor
      shall anything in the Confirmation Order or Plan enjoin
      the U.S. Gov't. from bringing any claim, lawsuit, action
      or other proceeding against the Released Parties for any
      liability.

  7. Post-Confirmation Reporting

      After confirmation of the Plan, Reorganized FairPoint will
      file report of is activities and financial affairs with
      the Bankruptcy Court, on a quarterly basis, within 30 days
      after the conclusion of each period.

Blacklined copies of the Second Amended Plan and Disclosure
Statement are available for free at:

  http://bankrupt.com/misc/FairPt_2ndamendedPlan_blacklined.pdf
  http://bankrupt.com/misc/FairPt_2ndamendedDS_blacklined.pdf

                  About FairPoint Communications

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

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

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

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


FLYING J: Alon Israel Offers $40 Million for Big West
-----------------------------------------------------
John Cox at The Bakersfield California reports that no competing
bids were sent for Flying J Inc.'s Big West refinery facility.  As
a result, Flying J will seek approval of the sale of the refinery
to Alon Israel Oil Co. Ltd. for $40 million.  A sale hearing is
scheduled for March 23.

According to the Court-approved bidding procedures, affiliate Alon
USA Energy Inc. was the stalking horse bidder with its $40 million
offer.  Competing bids were due March 16 and an auction was to be
held on March 19 if bids are received.  Flying J would seek
approval of the sale to Alon absent higher and better bids for the
assets.

The Bakersfield refinery is located in California's Central Valley
and has the capacity to refine up to 70,000 barrels per day of
crude oil.  The refinery is supplied by crude oil produced in the
San Joaquin Valley with its products marketed in California, and
is a major provider of motor fuels in central California.

                            About Flying J

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

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

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

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


GENERAL GROWTH: Fee Committee Gets Reduction From $38.5MM Fees
--------------------------------------------------------------
The fee committee appointed in the General Growth Properties'
Chapter 11 cases relates that the retained professionals filed
applications seeking payment of fees totaling $38,508,857 and
reimbursement of expenses aggregating $1,505,606 for the period
from April 16, 2009 to August 31, 2009.

Counsel to the Fee Committee, Richard Stern, Esq., at Hughes
Hubbard & Reed LLP, in New York, says that as a result of the Fee
Committee's discussions with the Retained Professionals, the
amount of fees sought in the First Interim Fee Period has been
reduced by $716,537 and the amount sought for reimbursement of
expenses has been reduced by $193,402.  A schedule setting forth
the voluntary reductions proposed by the Retained Professionals is
available for free at:

     http://bankrupt.com/misc/ggp_1stinterimfeereductions.pdf

In light of the reductions, the Fee Committee recommends approval
of the First Interim Fee Applications, subject to the receipt and
review of additional documentation from certain Retained
Professionals.

Moreover, Mr. Stern informs the Court that four professionals did
not file applications for the First Interim Fee Period: (i) Calvo
& Clark LLP; (ii) Hewitt Associates LLC; (iii) Silverstein &
Pomerantz, LLP; and (iv) Baker & Daniels LLP.  The Interim
Compensation Order provides that a Professional who fails to file
an application seeking approval of fees and expenses previously
paid pursuant to a monthly statement when due will be ineligible
to receive further monthly payment of fees until the Professional
files it application, he relates.  In this light, the Fee
Committee recommends that the four professionals should not
receive any further monthly fees until they submit an application
seeking approval of fees and expenses pursuant to a monthly fee
statement.

                    About General Growth

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

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

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


GENERAL MOTORS: Cancels Sponsorship Deal with Chicago Cubs
----------------------------------------------------------
Eric Morath at Dow Jones' Daily Bankruptcy Review reports that
Tribune Co. and General Motors have agreed to cut ties for the
upcoming baseball season.  GM will eliminate its Chevrolet brand's
sponsorship of Chicago Cubs baseball broadcasts on Tribune's WGN,
the longtime television home of the North Siders.

According to Mr. Morath, the deal means GM won't be on the hook
for sponsorship dollars and WGN will be allowed to make a "claim
for damages arising from the rejection" against the bankruptcy
estate.  WGN must specify the amount of the damages within 30 days
of the bankruptcy court approving the agreement.  A hearing on the
mater is scheduled for March 25.

Dow Jones notes that GM has eliminated sponsorships across the
sporting world, including the PGA Tour's Buick Open, Pontiac's
support for drag-racing teams and a seating contract with the
National Football League's Washington Redskins.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Won't Try To Regain Control of GMAC
---------------------------------------------------
Dow Jones Newswires' Sharon Terlep reports that two people
familiar with the matter said General Motors Co. won't try to
regain control of former finance arm GMAC Financial Services, an
idea GM had considered as a way to bolster sales and make itself
more attractive to potential investors.

Dow Jones says the Congressional Oversight Panel earlier this
month suggested breaking apart GMAC, which is surviving on
$17 billion in federal funding, and returning control of its auto-
lending business to GM.  The panel said GMAC has failed to
establish a viable business plan to repay taxpayer dollars.

Dow Jones says the idea appealed to GM, in part because it would
have more control over lending practices.  Dow Jones notes that GM
over the last two years suffered more severe sales declines in the
U.S. than Detroit rival Ford Motor Co. and continues to offer only
a limited number of leases.  Late last year, roughly 2% of GM's
sales were through leases, down from a more typical 20%.

According to Dow Jones, having control of GMAC's auto business
also could make GM more attractive on Wall Street as the company
seeks to launch an initial public offering as soon as this year.
Ford, Honda Motor Co. and Toyota Motor Corp. all have so-called
captive auto lenders.  In that regard, GMAC could be considered a
key strategic advantage.

                        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'.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Ex-GM CEO Henderson Joins AlixPartners
------------------------------------------------------
Robert Snell at The Detroit News reports former General Motors Co.
Chief Executive Fritz Henderson will work as a consultant for
restructuring firm AlixPartners LLP based in Southfield, Michigan.

AlixPartners disclosed the hiring in papers filed with the U.S.
Bankruptcy Court for the Southern District of New York on Friday.
AlixPartners Vice Chairman Al Koch is chief executive and
president of Motors Liquidation.

Detroit News says the hiring comes one month after GM hired Mr.
Henderson as a $60,000-a-month consultant, specializing in
international operations.  Mr. Henderson was ousted by GM Chairman
and now-CEO Edward Whitacre Jr. on December 1.

According to Dow Jones, Mr. Henderson's consultant contract
started March 1.  He will work as an independent contractor.  Dow
Jones says AlixPartners did not indicate how long Mr. Henderson
will work as consultant, or his compensation.  Mr. Henderson,
however, will not consult on any matters involving the old GM,
known as Motors Liquidation Co.

"From time to time, AlixPartners contracts with experienced
specialists to complement our existing team and to help us grow,
and that's our purpose in signing on Fritz Henderson as an
independent contractor working on a part-time basis," AlixPartners
said in a statement, according to Dow Jones.

Dow Jones also notes AlixPartners' subsidiary firm AP Services LLC
has reaped millions handling GM's bankruptcy estate.  Dow Jones
relates the firm billed GM and its bankruptcy estate more than
$23 million in the 90 days leading up to and following the June 1
bankruptcy filing.  Since then, AP Services has billed an
additional $12.7 million.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GMAC INC: GM Won't Try To Regain Control of Former Unit
-------------------------------------------------------
Dow Jones Newswires' Sharon Terlep reports that two people
familiar with the matter said General Motors Co. won't try to
regain control of former finance arm GMAC Financial Services, an
idea GM had considered as a way to bolster sales and make itself
more attractive to potential investors.

Dow Jones says the Congressional Oversight Panel earlier this
month suggested breaking apart GMAC, which is surviving on
$17 billion in federal funding, and returning control of its auto-
lending business to GM.  The panel said GMAC has failed to
establish a viable business plan to repay taxpayer dollars.

Dow Jones says the idea appealed to GM, in part because it would
have more control over lending practices.  Dow Jones notes that GM
over the last two years suffered more severe sales declines in the
U.S. than Detroit rival Ford Motor Co. and continues to offer only
a limited number of leases.  Late last year, roughly 2% of GM's
sales were through leases, down from a more typical 20%.

According to Dow Jones, having control of GMAC's auto business
also could make GM more attractive on Wall Street as the company
seeks to launch an initial public offering as soon as this year.
Ford, Honda Motor Co. and Toyota Motor Corp. all have so-called
captive auto lenders.  In that regard, GMAC could be considered a
key strategic advantage.

                        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'.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GMAC INC: BlackRock and Blackstone Eyeing ResCap Unit
-----------------------------------------------------
Sources familiar with the matter told Reuters that GMAC's
Residential Capital unit is attracting early buyer interest,
including from BlackRock Inc. and Blackstone Group.  The sources
also said others that could be interested in ResCap include
investor Wilbur Ross.  One source told Reuters a group of big
funds had even put together a management team to explore a bid for
ResCap.

Reuters says the sources declined to be named because the talks
are private.  One source said any process to sell ResCap is still
in the early stages, although GMAC has received several
"interesting inquiries".

Reuters notes that GMAC on Tuesday said it is "currently
evaluating strategic alternatives for the mortgage business with a
goal of containing risk and preserving value in the business."

As reported by the Troubled Company Reporter on March 17, 2010,
GMAC 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 said 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.

Reuters says Blackstone, BlackRock, Goldman and Citigroup declined
comment.

                         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'.


GRACEWAY PHARMACEUTICALS: Moody's Cuts Corporate Rating to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Graceway
Pharmaceuticals, LLC, including the Corporate Family Rating to
Caa3 from Caa1 and the Probability of Default Rating to Caa3 from
Caa1.  Ratings on Graceway's first and second-line credit
facilities have also been lowered based on the application of
Moody's Loss Given Default methodology.  Following this rating
action the rating outlook remains negative.

The ratings downgrade primarily increased concerns about
Graceway's debt burden, maturity profile and liquidity position
based on the recent launch of a generic imiquimod product.
Moody's believes that covenant breaches are possible in the near
term, based on declining EBITDA and tightening financial
covenants.  In addition, the company's debt structure appears
unsustainable based on increasing amortization requirements and
maturities of the first-lien debt in May 2012 and the second-line
debt in May 2013.

Graceway's Caa3 Corporate Family Rating reflects limited size and
scale, significant product concentration risk, and high financial
leverage relative to its anticipated earnings base.

The rating outlook remains negative until there is better
visibility on certain near-term events including finalizing the
2009 financial statements, the status of Graceway's Aldara
franchise, and the pending FDA approval of Zyclara.  The ratings
could be lowered if covenants are not waived, if a liquidity
shortfall appears even more likely, or if the debt is
restructured.

Conversely, a stable outlook or upward rating pressure could occur
if concerns about near-term covenant breaches, liquidity, and
potential debt restructuring are alleviated.  Scenarios under
which this could occur include covenant waivers, the launch of an
Aldara authorized generic, and a successful launch of Zyclara in
the U.S.

Ratings downgraded:

  -- Corporate Family Rating to Caa3 from Caa1

  -- Probability of Default Rating to Caa3 from Caa1

  -- First lien senior secured Term Loan of $600 million due 2012
     to Caa1 (LGD2, 26%) from B2 (LGD2, 25%)

  -- First lien senior secured revolving credit facility of
     $30 million due 2012 to Caa1 (LGD2, 26%) from B2 (LGD2, 25%)

  -- Second lien senior secured credit facility of $330 million
     due 2013 to Ca (LGD5, 77%) from Caa2 (LGD5, 76%)

Moody's last rating action on Graceway took place on March 3,
2010, when Moody's placed Graceway's ratings under review for
possible downgrade.

Headquartered in Bristol, Tennessee, Graceway Holdings, LLC and
Graceway Pharmaceuticals, LLC is a specialty pharmaceutical
company focused on the dermatology, respiratory, and women's
health markets.


GRAHAM PACKAGING: Acquires Shares from Subsidiary for $14.7MM
-------------------------------------------------------------
Graham Packaging Company Inc. purchased 1,565,600 newly-issued
limited partnership units from its subsidiary, Graham Packaging
Holdings Company for an aggregate amount of $14.7 million.  The
sale was exempt from the registration requirements of the Act
under Section 4(2) of the Securities Act of 1933, as amended.

                     About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

Graham Packaging's consolidated balance sheets at September 30,
2009, showed $2.067 billion in total assets and $2.937 billion in
total liabilities, resulting in a $869.6 million partners'
deficit.


GRAND PARKWAY: Taps Fuqua & Associates to Handle Chapter 11 Case
----------------------------------------------------------------
Grand Parkway Equities, Ltd., asks the U.S. Bankruptcy Court
for the Southern District of Texas for permission to employ Fuqua
& Associates, PC as counsel.

Fuqua & Associates will:

   a) provide the Debtor legal advice with respect to its powers
      and duties as a debtor-in-possession in the continued
      operation of its business, and management of its property;

   b) prepare all pleadings on behalf of the Debtor, which may be
      necessary herein;

   c) negotiate and submit a potential plan of arrangement
      satisfactory to the Debtor, its estate, and the creditors at
      large; and

   d) perform all other legal services for the Debtor which
      may become necessary to the proceedings herein.

Richard L. Fuqua, Esq., a partner at Fuqua & Associates, PC, tells
the Court that his hourly rate is $500.  The hourly rates of other
professionals working in the Chapter 11 case are: (i) associates -
- $150 to $225; and (ii) law clerks and legal assistants -- $75 to
$125.

Mr. Fuqua assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bannkruptcy Code.

Mr. Fuqua can be reached at:

      Fuqua & Associates, PC
      2777 Allen Parkway, Suite 480
      Houston, TX 77019
      Tel: (713) 960-0277

                About Grand Parkway Equities, Ltd.

Richmond, Texas-based Grand Parkway Equities, Ltd. filed for
Chapter 11 on February 2, 2010 (Bankr. S.D. Tex.Case No. 10-
31013).  Richard L. Fuqua, II, Esq. at Fuqua & Keim assists the
Debtor in its restructuring effort.  In its petition, it listed
assets ranging between $10,000,001 to $50,000,000 and debts
ranging between $1,000,001 to $10,000,000.


GROUP 1: S&P Assigns 'B-' Rating on $100 Mil. Senior Notes
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-' issue
rating to Houston-based Group 1 Automotive Inc.'s proposed
$100 million convertible senior notes offering.  The company
expects to grant an over-allotment option for an additional
$15 million principal of the notes.  S&P also assigned this debt a
recovery rating of '6', reflecting S&P's expectation that lenders
would receive negligible (0% to 10%) recovery of principal in a
default scenario.  The company will use the proceeds from the
offering to redeem all $74.6 million outstanding of its 8.25%
senior subordinated notes due 2013 and for general corporate
purposes.

At the same time, S&P assigned its 'B-' issue rating to the
company's $182.7 million outstanding, 2.25% convertible senior
notes due 2036.  S&P assigned this debt a recovery rating of '6'.

                           Ratings List

                      Group 1 Automotive Inc.

     Corporate Credit Rating                    B+/Stable/--

                            New Rating

                      Group 1 Automotive Inc.

                         Senior Unsecured

           US$100 mil. sr. nts convertible           B-
            Recovery Rating                          6

           US$182.7 mil. 2.25% sr. nts convertible   B-
            Recovery Rating                          6


HAGWOOD RESERVE: Files for Chapter 11 in Charlotte
--------------------------------------------------
The Charlotte Observer reports that Hagwood Reserve has filed for
Chapter 11 bankruptcy protection.

Hagwood listed assets and liabilities ranging from $1 million to
$10 million.  Creditors include Allen Tate & Associates, which is
owed $500,000, and Mecklenburg County, which is owed $42,000.

According to the report, Hagwood Reserve was envisioned as a
luxury condo and townhome community in south Charlotte.  Hagwood
Reserve, however, has been embroiled in various lawsuits since its
lender sued last year saying it was owed money.  Construction,
which began in 2008, stopped last year without any of the planned
36 units being built.

The bankruptcy petition, filed in Charlotte, halts the foreclosure
proceedings and civil lawsuits.


HAMPTON CONSTRUCTION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Hampton Construction Management, Limited
         3607 Hartzdale Drive
         Camp Hill, PA 17011

Bankruptcy Case No.: 10-02067

Chapter 11 Petition Date: March 16, 2010

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham and Chernicoff PC
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809
                  Email: rec@cclawpc.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Harry I. Morris Jr., president of the
Company.


HOME ORGANIZERS INC: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Home Organizers Inc.
           dba Home Organizers Holding Corporation
           dba Closet World Holdings, Inc.
        3860 Capitol Avenue
        Whittier, CA 90601

Bankruptcy Case No.: 10-19762

Chapter 11 Petition Date: March 16, 2010

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

Judge: Richard M. Neiter

Debtor's Counsel: Julian I. Gurule, Esq.
                  10100 Santa Monica Blvd, Ste 1450
                  Los Angeles, CA 90067
                  Tel: (310) 552-3100
                  Fax: (310) 552-3101
                  Email: jgurule@pwkllp.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
2 largest unsecured creditors, is available for free at:

                http://bankrupt.com/misc/cacb10-19762.pdf

The petition was signed by Gerard A. Thompson, chief financial
officer of the Company.


HUGHES TELEMATICS: PwC Raises Going Concern Doubt
-------------------------------------------------
On March 16, 2010, HUGHES Telematics, Inc., filed its annual
report on Form 10-K for the year ended December 31, 2009.

PricewaterhouseCoopers LLP, in Atlanta, Ga., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
losses from operations and net capital deficiency.

The Company showed a net loss of $163.7 million on $33.0 million
of revenue for the year ended December 31, 2009, compared with a
net loss of $57.5 million on $30.3 million of revenue for 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$118.1 million in assets and $123.5 million of debts, for a
stockholders' deficit of $5.4 million.

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

                   http://researcharchives.com/t/s?5ab5

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles.


INTERNATIONAL LEASE: Moody's Assigns 'B1' Rating on Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to International
Lease Finance Corporation's senior unsecured notes, due 2015.  The
outlook for ILFC's ratings is negative.

ILFC's new senior notes, a Rule 144(A) offering, feature terms
that are consistent with the firm's existing unsecured debt
issuance, including certain restrictions on liens, distributions,
and asset transfers.  The new notes will rank pari passu with
ILFC's other unsecured debt.  ILFC will use note proceeds for
general corporate purposes, potentially including debt repayment.

Moody's said the rating of the notes reflects ILFC's fundamental
credit characteristics, including strengths such as its
competitive positioning in the aircraft leasing industry, modern
aircraft fleet, and history of earnings growth.  The rating also
incorporates ILFC's credit challenges, primarily its weak
liquidity profile.  ILFC is contending with a mounting cash
shortfall resulting from a maturity mismatch between its assets
and liabilities and reduced access to unsecured funding.  ILFC's
rating includes one notch of uplift associated with support from
its ultimate parent, American International Group.

ILFC is seeking to address its most pressing liquidity issue --
repaying approximately $27 billion of debt maturities through 2013
-- primarily by monetizing assets through additional secured
financings and sales of aircraft.  In Moody's view, the firm's
current unsecured notes offering is incrementally helpful to its
efforts to repair its liquidity position, but the company's
continued access to unsecured debt is uncertain.

AIG has indicated that it intends to support ILFC through
February 28, 2011.  However, AIG's support of ILFC is less certain
beyond that date, in Moody's view, because ILFC is not a core AIG
holding and because AIG's focus is repaying the U.S. government.

In its last ILFC rating action dated March 12, 2010, Moody's
assigned a senior secured rating of Ba3 to ILFC's $550 million
secured Term Loan 2.

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


INTERNATIONAL LEASE: S&P Assigns 'BB+' Rating on Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
issue-level rating to International Lease Finance Corp.'s proposed
issuance of senior unsecured notes due 2015.  S&P also placed the
rating on CreditWatch with negative implications, consistent with
S&P's other ratings on ILFC.  The notes are a Rule 144a offering,
with registration rights.

"S&P base its rating on ILFC's credit quality, and rate the notes
one notch lower than the corporate credit rating because of a
material and increasing proportion of secured debt in the
company's capital structure, which places senior unsecured
creditors in an effectively subordinated position," said Standard
& Poor's credit analyst Christopher DeNicolo.  "The notes offering
is significant, as it is the first unsecured debt that ILFC has
offered to the capital markets since parent American International
Group Inc.'s liquidity crisis in September 2008, which closed
ILFC's access to most debt markets as well," he continued.  In the
past week, ILFC priced two offerings of secured term loans
totaling $1.3 billion, which, while at expensive interest rates,
demonstrated renewed access to the capital markets to help
refinance substantial upcoming debt maturities.  ILFC continues to
perform well, despite the airline industry downturn, with the main
challenge for the company the still-substantial debt maturities in
2010 ($6.2 billion remaining, before reflecting the effect of the
recently rated term loans) and 2011 ($7.7 billion).  ILFC also
needs to address a limitation on secured borrowing in its bank
revolving credits (a similar restriction in public bond indentures
is less limiting), which S&P expects it to do by seeking an
amendment.

                           Ratings List

                International Lease Finance Corp.

       Corp. credit rating                BBB-/Watch Neg/--

            Rating Assigned, Placed On Watch Negative

    Proposed senior unsecured notes due 2015    BB+/Watch Neg


INVESTMENT DAR: Obtains Bankruptcy Protection in Kuwait
-------------------------------------------------------
The New York Times' DealBook, citing Reuters, says Kuwait's
Investment Dar applied and was accepted for support under a
government facility set up for troubled companies as part of a
debt restructuring.

Reuters relates problems at Kuwaiti investment firms, including
Dar, led the government of the world's fourth-largest oil exporter
to approve a "Financial Stability Law" rescue package worth
$5.2 billion in 2009.

In a statement dated March 12, 2010, on its Web site, Investment
Dar said it has started a process of legal protection under the
terms of Kuwait's Financial Stability Law.

Investment Dar said following a series of meetings with its
Coordinating Committee, banks and investors in Kuwait, Dubai and
London informing them of the company's intention to file for legal
protection under the terms of the FSL, Dar has submitted an
application to Kuwait's Special Circuit Court of Appeal for a
court-assisted process of implementation of the restructuring plan
which has received the support of the majority of its banks and
investors.

Although the terms of the proposed restructuring plan has been
approved by more than 80% of Investment Dar's banks and investors,
a small minority of investors have continued to resist supporting
the plan, which, if implemented, envisages a full repayment by
Investment Dar of its financial arrangements to all of its banks
and investors.

It is expected by Investment Dar and the Coordinating Committee
that entry into the FSL will provide a legal mechanism that will
allow the agreed restructuring to be implemented, with a stay of
all litigation and executions from dissenting investors which
could otherwise affect the implementation process.

Entry into the FSL, which was unanimously supported by the
Investment Dar's Board, will not affect the legal or operational
status of the Company, and it will continue operating as an
investment business with a portfolio of value-generating assets
across different sectors and markets.  Investment Dar is not
seeking financial support in making its repayments under the terms
of the FSL from the government, but a legal framework to implement
its already well supported plan.

According to Reuters, Credit Suisse is advising Dar on the
restructuring plan.

Reuters also relates that Dar defaulted on a $100 million Islamic
debt issue last year -- the first of its kind on a major, public
Islamic instrument in the region -- and has said it may sell some
assets to meet its obligations.

The Troubled Company Reporter, citing Agence France Press, said on
March 10, 2010, Investment Dar had warned it may seek legal
protection under the country's Financial Stability Law to push
through a restructuring plan that is opposed by some creditors.
The TCR, citing AFP, said Dar in September reached a standstill
agreement with its creditors to suspend claims, but some creditors
insisted on seeking legal recourse to reclaim debts.  In the same
month, Kuwait's central bank appointed a temporary administrator
to oversee business at Investment Dar.

The company's shares have been suspended from trading on the
Kuwait Stock Exchange since April 1, 2009, for failure to report
2008 financial results.

Investment Dar acquired 50% of Aston Martin in March 2007.


IRVINE SENSORS: Issues 650,000 Shares of Common Stock
-----------------------------------------------------
Irvine Sensors Corporation issued 650,000 shares of common stock
to an accredited institutional investor upon the conversion on
March 11, 2010, of $260,000 of the stated value of the Series A-1
10% Cumulative Convertible Preferred Stock of the Company.  As a
result of this issuance, 15,875,316 shares of the Company's common
stock were issued and outstanding as of March 11, 2010.

                      About Irvine Sensors

Irvine Sensors Corporation -- http://www.irvine-sensors.com/--
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and sale of higher level systems incorporating
such products and research and development related to high density
electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors, on September 21, 2009, filed a
voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
California.

Irvine Sensors reported assets of $5.23 million and $9.23 million,
resulting to a $4.0 million stockholders' deficit at the end of
the quarterly period ended December 27, 2009.

Irvine Sensors received a Nasdaq Staff Determination on March 16,
2010, indicating that the Company has not regained compliance with
the $1.00 minimum bid price requirement for continued listing set
forth in Nasdaq Marketplace Rule 5550(a)(2), and that the
Company's securities are, therefore, subject to delisting from The
Nasdaq Capital Market.


J&J FRITZ MEDIA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: J&J Fritz Media, Ltd.
        P.O.Box 311
        Fredericksburg, TX 78624

Bankruptcy Case No.: 10-51002

Chapter 11 Petition Date: March 16, 2010

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Debtor's Counsel: Dean William Greer, Esq.
                  2929 Mossrock, Suite 117
                  San Antonio, TX 78230
                  Tel: (210) 342-7100
                  Fax: (210) 342-3633
                  Email: dwgreer@sbcglobal.net

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

Estimated Debts: $500,001 to $1,000,000

According to the schedules, the Company has assets of $7,202,030,
and total debts of $962,061.

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

                http://bankrupt.com/misc/txwb10-51002.pdf

The petition was signed by Jayson Fritz, managing member of the
Company.


JOAN MILLS: Files for Bankruptcy to Delay Foreclosure Auction
-------------------------------------------------------------
Bill Trotter at Bangor Daily News says Joan and Daniel Mills filed
for bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine, in attempt to delay of a foreclosure auction of The
Ledgelawn Inn on Mount Desert Street.

The Mills disclosed $2.6 million in assets and $4.5 million in
liabilities.

According to the report, the auction has been moved to March 19,
2010, at 11:00 a.m.  James Molleur of Biddeford represents the
Mills in the case.


KT TERRAZA I: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: KT Terraza I, LLC
        3250 Wilshire Blvd., Suite 1106
        Los Angeles, CA 90010

Bankruptcy Case No.: 10-19693

Chapter 11 Petition Date: March 16, 2010

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

About the Business:

Debtors' Counsel: Bernard D. Bollinger, Jr., Esq.
                  Buchalter Nemer
                  1000 Wilshire Blvd., Suite 1500
                  Los Angeles, CA 90017
                  Tel: (213) 891-5009
                  Fax: (213) 630-5736
                  Email: bbollinger@buchalter.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $100,000,001 to $500,000,000

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

            http://bankrupt.com/misc/cacb10-19693.pdf

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
GE Capital Corporation     Bank Loan              $161,814,464
1901 Main Street,7th Floor                        partially
Irvine, CA 92614                                  secured
                                                  Collateral
                                                  Value:
                                                  $91,600,000

Interline Brands, Inc.     Trade                  $560,119
  dba Wilmar Industries
c/o Pite Duncan, LLP
4375 Jutland Drive,
Ste. 200
San Diego, CA 92117

VS Management of NY, Inc.  Trade                  $131,574

CASS                       Trade                  $127,409

Colors Unlimited-          Trade                  $98,006
Attn: Kenneth M. Stanley

R.L. Haines Construction,  Trade                  $88,078
LLC

All Weather Contractors,   Trade                  $84,827
Inc.
c/o John F. Murray

Big Gator Construction     Trade                  $70,241
Co. Inc.

Andrew J. Charland-        Trade                  $65,550
Charland's Painting

Lifestyle Carpets, Inc.    Trade                  $63,409

Premium Cuts Lawn Service  Trade                  $58,921
Maintenance, Inc.
c/o Bill Malone, Jr.

Appliance Warehouse of     Trade                  $57,160
America

Creative Multicare Inc.    Trade                  $56,201
et al.
   fka Creative Companies
       Isenberg & Hewitt PC

City of Winter Park        Trade                  $54,012
Utility Billing Div.
Attn: Shirley

Gary S. Silverman, CPA,    Trade                  $54,000
P.C.

Just Company               Trade                  $52,597

Youngblood's Carpet        Trade                  $50,120
Cleaning

Creative Carpet Care Inc.  Trade                  $49,945

B&G Refrigeration Co.,     Trade                  $48,383
Inc.
c/o Alan D. Henderson,
Esq.

Redi-Carpet Sales of       Trade                  $48,260
Houston, Ltd.

The petition was signed by Sandy Haryono, the company's managing
member.

Debtor-affiliates that filed separate Chapter 11 petitions:
                                                    Petition
  Debtor                               Case No.      Date
  ------                               --------      ----
GTS Property Portfolio B-3, LLC        09-14774     3/03/09
B3 FLJC, LLC                           10-19697     3/16/10
  Assets: $50 million to $100 million
  Debts:  $100 million to $500 million


LANCE REED: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Lance Reed
          dba TRI STAR CONSTRUCTION
        6400 11th Avenue Apt 3
        Los Angeles, CA 90043

Bankruptcy Case No.: 10-19761

Chapter 11 Petition Date: March 16, 2010

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

Judge: Ernest M. Robles

Debtor's Counsel: Omar Zambrano, Esq.
                  Law Office of Omar Zambrano
                  517 N Alvarado St
                  Los Angeles, CA 90026
                  Tel: (213) 484-6339
                  Fax: (213) 572-0241
                  Email: omarzambrano@zambranolaw.net

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

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

A full-text copy of Mr. Reed's petition, including a list of his 7
largest unsecured creditors, is available for free at:

                http://bankrupt.com/misc/cacb10-19761.pdf

The petition was signed by Mr. Reed.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                    Petition
  Debtor                               Case No.      Date
  ------                               --------      ----
USBC Los Angeles                       07-16474     7/30/07
USBC Los Angeles                       07-14973    10/26/07
USBC Los Angeles                       08-14774     4/11/08


LAND VENTURES FOR 2: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Land Ventures for 2, LLC
        P.O. Box 1506
        Defuniak Springs, FL 32435

Bankruptcy Case No.: 10-30651

Chapter 11 Petition Date: March 16, 2010

Court: United States Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Michael A. Fritz, Sr., Esq.
                  Fritz & Hughes, LLC
                  7020 Fain Park Drive, Suite 1
                  Montgomery, AL 36117
                  Tel: (334) 215-4422
                  Fax: (334) 215-4424
                  Email: bankruptcy@fritzandhughes.com

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

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

According to the schedules, the Company has assets of $3,162,500,
and total debts of $1,294,980.

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

The petition was signed by Windham T. Pittman, manager of the
Company.


LEHIGH COAL: To Auction Business on May 24
------------------------------------------
Bill Rochelle at Bloomberg News reports that Lehigh Coal &
Navigation Co. will trade the assets for $14.8 million in secured
debt unless a higher and better offer turns up.  Lehigh will
conduct an auction on May 24 if initial bids are submitted by the
deadline.  Otherwise, the secured lenders will own the assets in
exchange for the cancellation of the debt.  The judge will hold a
hearing on March 22 to settle on auction and sale procedures.

For lack of exit financing, Lehigh had been unable to pursue
confirmation of a proposed reorganization plan filed in July.  The
bankruptcy judge allowed expiration of the exclusive right to
propose a plan.

Lehigh Coal & Navigation Co. -- http://www.lcncoal.com/-- has
been mining anthracite coal since the late 1700s, with 8,000 acres
of coal-producing properties.  Creditors filed an involuntary
Chapter 11 petition against the Company on July 15, 2008 (Bankr.
M.D. Penn. Case No. 08-51957).  The involuntary filing was the
third filed against the Company in less than four years.  Jeffrey
Kurtzman, Esq., at Klehr, Harrison, Harvey, Branzburg and Ellers,
LLP, represents the petitioners.  The Debtor consented to being in
Chapter 11 in August 2008.


LEHMAN BROTHERS: Bankruptcy Fees Reach $678,481,000
---------------------------------------------------
Lehman Brothers Holdings Inc. disclosed in a regulatory filing
that it has paid $678,481,000 in fees to bankruptcy professionals
and the United States Trustee since filing for bankruptcy until
February 2010.

For February 2010 alone, Lehman paid $36,532,000 in bankruptcy
fees.

Alvarez & Marsal LLC, which provides Interim Management services
to the estate, has so far received $246,657,000 for its services
since the petition date.  Alvarez & Marsal was paid $13,676,000 in
February 2010.  A&M's Bryan Marsal serves as Lehman's chief
executive officer.

Weil Gotshal & Manges LLP, which serves as Lehman's Lead Counsel,
was paid $8,032,000 for its February 2010 services.  It has so far
billed $157,535,000 since the beginning of the case.

Lehman's bankruptcy estate also pays for the professionals hired
by the official committee of unsecured creditors.  According to
the Debtors' report, Milbank Tweed Hadley & McCloy LLP, the
Committee's Lead Counsel, has been paid $42,371,000 since it
commenced services to the panel.  No payment has been made for
Milbank's February work.

FTI Consulting Inc., the committee's Financial Advisor, was paid
$1,744,000 for February 2010 work.  FTI has racked up $24,141,000
in fees since it commenced services to the panel.  Houlihan Lokey
Howard & Zukin Capital Inc., which acts as the panel's Investment
Banking Advisor, received $332,000 for February work.  It has
received $6,358,000 since it started assisting the committee.

Duff & Phelps LLC, the Chapter 11 examiner's Financial Advisor,
was paid $3,399,000 for February work.  It has racked up
$33,252,000 since it started providing services to the examiner.
Jenner & Block LLP, the examiner's counsel, was paid $3,657,000
for February work.  It has racked up $42,046,000 since it started
working in the case.

Lehman examiner Anton Valukas chaired Jenner & Block LLP.  Mr.
Valukas has submitted to the Court a 2,200-page report on the
collapse of Lehman.

A full-text copy of Lehman's fees disclosure -- part of its
Monthly Operating Report -- is available at no charge at:

             http://ResearchArchives.com/t/s?5a92

                      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: LBI Trustee Insists on Lawsuit vs. Barclays
------------------------------------------------------------
The trustee for the Liquidation of Lehman Brothers Inc., the
broker-dealer of Lehman Brothers, filed a lawsuit in the U.S.
Bankruptcy Court for the Southern District of New York on
November 19, 2009, seeking recovery of approximately $6.7 billion
in disputed assets that Barclays is claiming at the expense of the
LBI estate.  In the filing, the Trustee is asking the Court to
have the agreement for the sale of Lehman Brothers' Inc.'s
brokerage business to Barclays enforced in accordance with the law
and its terms as presented to the Trustee, the regulators,
thousands of interested parties and the Bankruptcy Court on
September 19, 2008.

"The filing by the Trustee makes clear the parties did not agree
to transfer the disputed assets and the Bankruptcy Court never
approved the transfer.  Barclays is seeking to reinterpret the
deal at the direct expense of customers the transaction was
supposed to protect," the Trustee said in a March 18 statement.

The Trustee agreed to the sale of Lehman Brothers Inc.'s brokerage
business to Barclays on the understanding that it was consistent
with the deal that was presented to the Court and faithful to the
fundamental principle of protecting customers and ensuring
sufficient assets to satisfy customer claims.  The disputed assets
are needed to satisfy the claims of customers the Trustee was
appointed to protect, and, in the case of certain assets, a
transfer to Barclays would cause a violation of the Securities
Investor Protection Act and the Securities and Exchange
Commission's Customer Protection Rule.

The Trustee rejects Barclays' argument that a potential shortfall
for public customers is not legally relevant and notes that the
Trustee, along with SIPC and various regulatory authorities
supported the sale of Lehman to Barclays because, at a time of
great financial tumult in the United States markets, the sale was
supposed to protect LBI's customers.  If Barclays were to prevail,
the transfer of these assets would expose public customers to loss
of their property and provide a windfall for Barclays.

                       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)


LYONDELL CHEMICAL: Parent Updates Investors on January Results
--------------------------------------------------------------
LyondellBasell Vice President for Investor Relations Douglas Pike
shared with investors the company's results for the month of
January 2010.

Mr. Pike disclosed that January 2010 results are behind the plan.
Under the refining and oxyfuel segment, he said, depressed
refining conditions continued to adversely affect results while
slight improvement in industry spreads.  He said that Houston
Refining LP's volumes have neared capacity.  As to the olefins and
polyolefins segment, U.S. olefins are stronger on ethylene price
increase.  Moreover, there was a turnaround at Corpus Christi,
Texas plant and ethane remained favored, he pointed out.
According to Mr. Pike, U.S. PE is under pressure from increasing
ethylene prices.  He added that results under intermediates and
derivatives segment were relatively unchanged versus December
2009.

For early 2010, Mr. Pike said, LyondellBasell expects weak
refining conditions to continue.  LyondellBasell also anticipates
seasonally oxyfuel margin to recover.  U.S. olefins supply/demand
remain tight and will be impacted by industry maintenance
activities.  Olefins and polyolefins price will also increase.
There will be an EU polypropylene asset rationalization at Terni,
Italy plant, he added.

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

              http://ResearchArchives.com/t/s?581e

                     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)


LENOX CONDOMINIUM: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Lenox Condominium LLC
        44 West 106 Street
        New York, NY 10025

Bankruptcy Case No.: 10-11391

Type of Business:

Chapter 11 Petition Date: March 17, 2010

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Robert R. Leinwand, Esq.
                  Robinson Brog Leinwand Greene Genovese
                  & Gluck P.C.
                  1345 Avenue of the Americas, 31st Floor
                  New York, NY 10105
                  Tel: (212) 586-4050
                  Email: rrl@robinsonbrog.com

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

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

The petition was signed by Lewis Futterman, the company's
president.

Debtor's List of 6 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Lenox Condominium                                 $30,000
Association
c/o Kyrous Realty

NYC Dept. of Finance                              $12,000
Attn: Legal Affairs-
Devora Cohn

William Lighten                                   $19,000

Arthur Canario
465 West End Avenue
New York, New York 10024

Ruben Santiago
146 West 82nd Street
New York, New York 10024

Hans Futterman
272 West 122nd Street
New York, New York 10027


MALUHIA DEVELOPMENT: Taps PronskePatel as Bankruptcy Counsel
------------------------------------------------------------
Maluhia Development Group, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Texas for permission to employ Pronske &
Patel, P.C. as counsel.

PronskePatel will, among other things:

   a) provide legal advice with respect to the Debtor's powers and
      duties as a debtor-in-possession in the continued operation
      of its businesses and the management of its property.

   b) take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on
      behalf of the Debtor, the defense of any actions commenced
      against the Debtor, negotiations concerning litigation in
      which the Debtor is involved, and objections to claims filed
      against the Debtor's estate;

   c) prepare on behalf of the Debtor all necessary motions,
      answers, orders, reports, and other legal papers in
      connection with the administration of its estate;

Gerrit M. Pronske, a shareholder with PronskePatel, tells the
Court that PronskePatel will charge for time at its normal billing
rates for attorneys and legal assistants and will request
reimbursement for its out-of-pocket expenses.  The Court document
did not disclose the hourly rates of the professionals assigned in
the Chapter 11 case.

Mr. Pronske assures the Court that PronskePatel is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Pronske can be reached at:

      Pronske & Patel, P.C.
      2200 Ross Avenue, Suite 5350
      Dallas, TX 75201
      Tel: (214) 658-6500
      Fax: (214) 658-6509

Chicago, Illinois-based Maluhia Development Group, LLC, dba MDG,
filed for Chapter 11 bankruptcy protection on January 21, 2010
(Bankr. N.D. Texas Case No. 10-30475).  Rakhee V. Patel, Esq., at
Pronske & Patel, P.C., 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.


MARTIN MIDSTREAM: Moody's Assigns 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned Martin Midstream Partners L.P.
a B1 Corporate Family Rating, B1 Probability of Default Rating, a
Speculative Grade Liquidity -- 3 rating, and a B3 (LGD 5, 78%)
rating to the company's proposed $200 million guaranteed senior
unsecured notes.  The proceeds from the notes offering will be
used to repay borrowings under the company's bank credit facility
(not rated) and to terminate interest rate hedges and pay
transaction fees (approximately $5 million).  The rating outlook
is stable.

Martin's B1 Corporate Family Rating reflects the company's
relatively small size and scale; material geographic exposure in
the US Gulf Coast; exposure to volume and price risk, particularly
in its gathering and processing business, NGL distribution
business and in parts of its sulfur business; and the inherent
risks in the MLP business model.

The B1 rating also considers the company's diversified business
profile; niche market positions; high level of fee-based cash
flows and the benefit from minimum volume commitments in its
terminalling business; its supportive General Partner; relatively
conservative financial leverage profile and seasoned management
team.

Although somewhat smaller than its peers in terms of scale and
with lower geographic diversification, Martin has a fairly high
level of business diversification, with exposure to several
midstream segments.  Moreover, the company benefits from its niche
market positions, primarily focusing on storing and transporting
hard-to-handle products.  As such, Martin's cash flow has been
relatively less volatile than certain midstream peers.

Martin's cash flow has also benefited from the company's high
level of fee-based revenues (estimated at over 60% of pro forma
EBITDA), primarily in its terminalling and storage and marine
transportation businesses, as well in its sulfur prilling
business.  However, the company does have exposure to volume and
price risk, particularly in its natural gas services and sulfur
services segments.  In addition, its NGL distribution business and
parts of its sulfur business entail marketing risks, requiring a
fairly high degree of precision and strong controls in order to
execute effectively.  The company also faces seasonality in its
fertilizer and NGL distribution business.

Martin's ratings are restrained by the company's MLP business
model.  However, Moody's note that Martin Resource Management
Corporation, who owns Martin's General Partner, has demonstrated
support of the MLP and that Martin has maintained conservative
financial leverage.  Moody's estimates Martin's pro-forma 2009
debt/EBITDA (as adjusted for operating leases) at approximately
3.7x.  There is a significant amount of integration between the
operations of Martin and Martin Resource Management Corporation.
However, Moody's note that Martin Resource Management Corporation
has its own debt obligations and that its business profile is
substantially more risky than Martin's.

Martin's SGL-3 rating reflects Moody's expectation that the
company will maintain adequate liquidity in 2010, primarily
reflecting good availability under its revolving credit facility,
modest growth capital expenditures and anticipated satisfactory
covenant compliance headroom.  The company's liquidity profile is
constrained by weak sources of alternate liquidity since nearly
all of Martin's assets are encumbered by its credit facility.  The
liquidity profile is further restrained by the company's MLP
structure, which obligates the company to pay out all available
cash after operating expense, debt service and maintenance capital
spending.

The B3 rating on the proposed senior unsecured notes reflects a
LGD 5 loss given default assessment.  The notes are rated two
notches below the B1 Corporate Family Rating, reflecting the
contractual subordination and smaller size of the notes relative
to the company's secured bank credit facility, which is secured by
substantially all the assets of the firm.

The stable outlook assumes that the company will maintain
relatively conservative financial leverage, with material
acquisitions financed with a meaningful equity component.  While a
positive rating action is unlikely over the near-term, Martin's
ratings could improve through a material increase in size and
scale with a similar business risk profile, combined with
continued low leverage.  On the other hand, growth into higher
risk businesses, increased leverage (debt/EBITDA greater than
4.5x) or poor operating performance could negatively impact
Martin's ratings.

Martin Midstream Partners L.P. is a master limited partnership
headquartered in Kilgore, Texas.


MERIDIAN RESOURCE: Glass Lewis Recommends Merger with Alta Mesa
---------------------------------------------------------------
The Meridian Resource Corporation recommended that Meridian
Resource stockholders vote "FOR" the proposed merger of Alta Mesa
Holdings.

Glass Lewis & Company provides voting advice to hundreds of
institutional investors, mutual and pension funds and other
fiduciaries.  In recommending that Meridian Resource stockholders
vote "FOR" the proposed merger, Glass Lewis stated in its
conclusion: "Given the implicit consequences to shareholders of
the Company's failure to complete the proposed transaction, we
believe it is more beneficial for shareholders to approve the only
currently binding offer and secure certain value for their
Meridian holdings than it would be to reject the merger with Alta
Mesa and, pending actions by the Company's creditors, receive
uncertain value if any."

Under terms of the agreement, Meridian Resource stockholders will
be entitled to receive $0.29 per share in cash for each share
owned.  The stockholder vote on the transaction will take place at
a special meeting to be held Tuesday, March 30, 2010 at
10:00 a.m., central time, at the offices of Fulbright & Jaworski
L.L.P., 1301 McKinney in Houston, Texas.  Meridian's shareholders
of record as of the close of business on February 8, 2010 will be
entitled to notice of, and to vote at, the special meeting.

                     About Meridian Resource

Based in Houston, Texas, The Meridian Resource Corporation
(NYSE:TMR) -- http://www.tmrc.com/-- is an independent oil and
natural gas company engaged in the exploration, exploitation,
acquisition and development of oil and natural gas in Louisiana,
Texas, and the Gulf of Mexico.  Meridian has access to an
extensive inventory of seismic data and, among independent
producers, is a leader in using 3-D seismic and other technologies
to analyze prospects, define risk, target and complete high-
potential wells for exploration and development. Meridian has a
field office in Weeks Island, Louisiana.

At September 30, 2009, the Company had $190,339,000 in total
assets, including $18,090,000 in total current assets, against
$120,634,000 in total current liabilities and $17,736,000 in asset
retirement obligations.

The Company noted that its default under the debt agreements,
which has been mitigated in the short term by certain forbearance
agreements, negatively impacts future cash flow and the Company's
access to credit or other forms of capital.  There is substantial
doubt as to the Company's ability to continue as a going concern
for a period longer than the next 12 months, the Company said.
It added that it might have to seek protection under federal
bankruptcy laws if it is unable to comply with the forbearance
agreements or if those agreements expire.


METRO-GOLDWYN-MAYER: Few Bids Expected at Friday's Deadline
-----------------------------------------------------------
The Wall Street Journal's Lauren A. E. Schuker and Mike Spector
report that only a few bids were expected by the Friday deadline
for Metro-Goldwyn-Mayer Inc.  The Journal says six companies had
been considering bids, but half now appear likely to drop out of
the process.  The Journal also relates the three companies still
weighing offers are expected to make bids in the range of $1.2
billion to $1.5 billion, well below the nearly $4 billion that MGM
owes its bank lenders.

The Journal says among the companies likely to still bid for the
86-year-old studio are Time Warner Inc.; Lions Gate Entertainment
Corp. and billionaire Len Blavatnik's Access Industries.

According to the Journal, Liberty Media Corp. and New York hedge-
fund Elliot Management have dropped out.  The Journal says Summit
Entertainment had done due diligence but stopped considering a bid
some time ago.

The Journal relates the pursuit of Mr. Blavatnik, a Russian-born
industrialist, of MGM has been helped by his relationship with
Stephen Cooper, who was hired by MGM in November 2009 as part of a
broader management shakeup.  The Journal says Messrs. Blavatnik
and Cooper know each other from restructuring efforts surrounding
Mr. Blavatnik's LyondellBasell Industries, which filed for
bankruptcy early in 2009.  Mr. Cooper is vice chairman of
Lyondell's supervisory board and heads the restructuring
committee.

"Messrs. Cooper and Blavatnik have not had any discussions or
meetings on MGM other than those that all qualified bidders have
had," a spokesman for Mr. Blavatnik said, the Journal relates.

People familiar with the situation told the Journal bids by both
Mr. Blavatnik and Lions Gate are expected to be more complex than
Time Warner's bid and may involve re-pricing over some of MGM's
debt.  According to the Journal, Lions Gate's is weighing a plan
that could bring in private-equity or strategic partner, including
One Equity Partners, GTCR Golder Rauner, and Diamond Castle.  Mr.
Blavatnik would also seek to raise new equity, the Journal says.

According to the Troubled Company Reporter on March 10, 2010,
people familiar with the matter told The Wall Street Journal that
MGM is readying a backup plan should bids for its assets come in
too low.  Sources told the Journal, MGM creditors are increasingly
willing to assume control over the studio.  The sources said that
under that scenario, MGM would likely pursue a "standalone" plan
in which lenders would convert their debt to equity.

According to the TCR, people familiar with the backup plan told
the Journal if creditors opt for the standalone debt-to-equity
conversion plan, MGM would then sell stock to another investor.
That investor, according to the Journal's sources, could come from
among MGM's creditors, many of them hedge funds that have bought
into the studio's bank debt and are more receptive to taking
equity.

The Journal says Qualia Capital, a media investment firm, has a
proposal to restructure MGM, convert its debt to equity, and
infuse it with roughly $500 million to keep it as a going concern
and making new movies.

The Journal also notes News Corp. had offered MGM a structured
investment in January but didn't hear back and isn't expected to
make a cash bid.

In an earlier report, the Journal said people familiar with the
situation indicated that a final decision on MGM's fate is likely
by April.  A leniency agreement on MGM's debt expires March 31,
and the studio faces a $250 million revolving credit facility
maturing about a week later.

The Journal said MGM's lending group, led by J.P. Morgan Chase &
Co., at one point included more than 100 investors.  The Journal
said any change in control outside of bankruptcy would require
unanimous approval.

                     About Metro-Goldwyn-Mayer

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and Distribution Company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  An investor
consortium, comprised of Providence Equity Partners, TPG Capital,
Sony Corporation of America, Comcast Corporation, DLJ Merchant
Banking Partners and Quadrangle Group, owns MGM.

As reported by the Troubled Company Reporter on Sept. 30, 2009,
The New York Post, citing multiple sources, said discussions
between debt holders and equity owners on a restructuring of
Metro-Goldwyn-Mayer's massive debt load have begun on a
contentious note, with both sides threatening to force MGM into
bankruptcy in order to gain leverage and extract better terms from
the other.

Bloomberg also said that MGM is in talks to skip interest payments
and restructure $3.7 billion in bank loans.  MGM asked creditors
to waive $12 million monthly interest payments until Feb. 15,
2010.

MGM's creditors, which put the studio on the block in November,
had been girding for the possibility of a "busted auction." If the
bids fall too low, the studio could pursue a standalone plan in
which its lenders would convert their debt to equity and sell
equity to another investor. Any such restructuring would likely be
completed through a streamlined bankruptcy with advance approval
in place from creditors.


MGM has struggled against a massive slowdown in the DVD market.
That has crippled the cash flow it receives from its film library,
one of the company's most valuable assets that houses the James
Bond franchise. The library generated more than $460 million in
cash in 2008, from the sale of licenses for DVDs and TV deals,
according to people familiar with the situation. But now is
expected to generate roughly $280 million a year in cash and is
trending to generate about $220 million in 2012.

Since January, the studio's creditors have become increasingly
willing to assume control over the studio, according to people
close to the matter, trying to spur bidders to pay a higher price.
Amid the winnowed bidding class, MGM's bank debt has fallen to
around 50 cents on the dollar, down from 60 cents in recent days.

That implies MGM is worth only around $2 billion at best.
According to a person close to the situation, some creditors
believe the studio is worth closer to $3 billion, with the "Bond"
franchise alone worth $1 billion. These creditors would rather
retain control of the company than sell it for a lowball price.


In November, MGM said it would seek a sale as it struggled under
the weight of looming debt payments. It enlisted turnaround
specialist Stephen Cooper to help restructure as it faced debts of
nearly $4 billion from a 2005 buyout. A forbearance on MGM's debt
expires at the end of March and the studio has a $250 million
revolving credit facility maturing in early April.

MGM released just one film last year, a remake of the 1980s
musical "Fame," which underperformed at the box office. MGM also
owns a piece of the two "Hobbit" films to be produced by "Lord of
the Rings" director Peter Jackson.


MIDDLEBROOK PHARMA: Posts $62.3 Million Net Loss in 2009
--------------------------------------------------------
Middlebrook Pharmaceuticals, Inc., filed its annual report on Form
10-K, showing a net loss of $62.3 million on $14.8 million of
revenue for the year ended December 31, 2009, compared with a net
loss of $42.1 million on $8.8 million of revenue for the year
ended.

The Company's balance sheet as of Dec. 31, 2009, showed
$42.2 million in assets, $29.1 million of debts, and
$13.1 million of stockholders' deficit.

PricewaterhouseCoopers LLP, in Dallas, Tex., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the risk that existing cash
resources will not be sufficient to fund operations raises
substantial doubt about the Company's ability to continue as a
going concern.

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

               http://researcharchives.com/t/s?5a8d

Westlake, Tex.-based Middlebrook Pharmaceuticals, Inc. is a
pharmaceutical company focused on commercializing anti-infective
drug products that fulfill unmet medical needs.  The Company has e
developed a proprietary delivery technology called PULSYS, which
enables the pulsatile delivery, or delivery in rapid bursts, of
certain drugs.  The Company's PULSYS technology may provide the
prolonged release and absorption of a drug, which the Company
believes can provide therapeutic advantages over current dosing
regimens and therapies.  The Company currently has 25 U.S. issued
patents and seven foreign patents covering it PULSYS technology,
which extend through 2020.


NAVISTAR INT'L: Fitch Gives Positive Outlook; Keeps Low-B Ratings
-----------------------------------------------------------------
Fitch Ratings has revised Navistar International Corporation's and
Navistar Financial Corp.'s Rating Outlooks to Positive from
Negative and affirmed the companies' long-term Issuer Default
Ratings at 'BB-'.  The Outlook revisions are driven by improvement
in the financial profile of NFC following the signing of an
operating agreement with GE Capital and by NAV's financial
performance in the past year.  Historically, Fitch had concerns
with NFC's funding, capitalization, and asset quality performance,
but they have been eliminated or reduced with the new agreement
with GECC.

Fitch affirms these ratings:

Navistar International Corp.

  -- IDR at 'BB-';
  -- Senior unsecured notes at 'BB-'.
  -- Senior subordinated notes at 'B+'.

Navistar Financial Corp.

  -- IDR at 'BB-';
  -- Senior unsecured bank lines at 'BB-'.

The ratings cover approximately $1.8 billion of outstanding debt
at NAV and $3.0 billion of outstanding debt at NFC as of Jan. 31,
2010.  Due to NFC's close operating relationship and importance to
the parent, its ratings are directly linked to those of the
ultimate parent.  The relationship is governed by the Master
Intercompany Agreement, additionally there is a requirement
referenced in the NFC credit agreement, requiring Navistar, Inc.
and NAV to own 100% of NFC's equity at all times.

The Positive Outlook reflects Fitch's assessment that rating
upgrades may be warranted depending on performance in the next
year.  Many of Fitch's key concerns for the consolidated company
will be reduced or eliminated by the GECC agreement.  As the
existing retail portfolio runs off, performance of the
manufacturing operations will be the key driver of NAV's credit
quality.  Improvement of the company's ratings will be driven by
the pace of the truck market's rebound, success of the company's
exhaust gas recirculation emissions strategy, improvement in
profitability and leverage metrics, and ability to continue to
generate free cash flow on an annualized basis.

Fitch expects top line growth at NAV this year but believes
margins could contract as a smaller portion of its business comes
from military sales.  Free cash flow is likely to also decline
this year as the company increases capital expenditures and
pension contributions.  Beyond 2010, profitable growth looks
likely as truck markets rebound from trough levels.  The rating
affirmations reflect solid credit metrics for the 'BB-' category,
adequate liquidity position, U.S. and Canada market share
leadership in Class 6-8 trucks and school buses, competitive
engine portfolio, strong North American distribution network,
significant military business, and potential future success with
several business initiatives including the Mahindra & Mahindra
joint venture, Caterpillar joint venture, and Monaco RV business.
The resolution of material accounting weaknesses also supports the
ratings affirmations.

Credit concerns include the continued weakness in the truck market
(especially in the first half of 2010 with the adoption of new
emissions standards), significant pension liabilities and cash
pension contributions, uncertainly around the success of NAV's EGR
emissions strategy and dependence on the North American market
that contributed approximately 91% of the company's 2009 fiscal-
year revenue.  Litigation related to past financial restatements
and accounting controls is also a concern.  Fitch is also
concerned with the UAW labor contract that expires at the end of
September.

NFC recently entered into an agreement with GECC to fund the
retail portion of NFC's business.  Fitch views the agreement with
GECC as a positive as it will reduce funding and capital needs and
will continue to allow NAV to offer retail financing to its
customers.  Additionally, GECC's funding capacity may allow NAV to
obtain a greater share of fleet customers that under NFC alone
could not always get the amount of funding that was needed and/or
with competitive pricing and terms.  GECC will begin NFC's retail
funding on a go forward basis as early as the end of this month.
Term of the agreement is three years renewed annually unless GECC
or NFC gives a one-year advance notice of cancellation.  GECC will
bear the first loss up to 10% of the amount financed.  NFC has a
large market share of its wholesale financing business but only
about 10% of its retail financing is done through NFC.  NFC's
retail portfolio at the end of its first quarter ending Jan. 31,
2010 was $1.865 billion, and the majority of the portfolio will
runoff over the next two to three years.  NFC will retain control
of its wholesale portfolio, primarily for floorplan financing.
GECC has had a relationship since 1986 with NAV in Canada as the
provider of wholesale, retail, lease and parts financing in that
country.

At the end of NAV's first quarter ending Jan. 31, 2010, Fitch
calculates NAV had a liquidity position of approximately
$669 million, consisting of $668 million of cash and equivalents
and $190 million in aggregate credit facility capacity, less
$189 million of current maturities of long-term debt.  NAV's
$200 million secured asset-backed credit facility due June 2012
has a $10 million liquidity block against it and has never been
borrowed against.  This bank revolver is subject to a borrowing
base that could decrease the availability of the facility.

Net manufacturing operations debt at the end of NAV's first
quarter was $1.826 billion.  This consisted of the company's
$249 million of capital leases and sale/leaseback debt;
$131 million of majority-owned dealership debt; $964 million 2021
senior unsecured notes; $461 million 2014 senior subordinated
convertible notes; and $21 million of other debt.  NAV's majority
owned dealership debt is comprised of wholesale (floor plan)
financing and also retail financing on lease and rental fleets for
the Dealcor dealers NAV has an ownership interest in.  Dealcor
Dealerships that are sold assume the debt that is associated with
them.

Due to the expected tough first quarter comparison with last year,
which benefited from the Ford settlement and more military
business, NAV's leverage and coverage metrics have weakened from
fiscal 2009.  Fitch expects NAV's credit metrics to strengthen
later in the year and into 2011 with the truck cycle rebound and
newly awarded military contracts.  NAV's LTM debt-to-EBITDA ratio
as of its latest quarter was 3.4 times compared to 2.5x in its
2009 fiscal year.  The company's LTM EBITDA-to-interest coverage
in its latest quarter decreased to 5.0x versus 7.9x in its 2009
fiscal year.  NAV's LTM EBITDA margins have contracted to 4.9%
compared to 7% in its 2009 fiscal year.

Most major global truck markets including the U.S. are expected to
rebound slowly in 2010 following a very deep trough.  At the end
of calendar year 2009, U.S. industry medium and heavy duty truck
sales were down 55.4% (321,761 units) from their peak in 2006 at
581,194 units.  In 2009, U.S. medium and heavy truck sales were
down 29.6%.  NAV is forecasting that the traditional U.S. and
Canada Class 6 - 8 truck markets will expand approximately 7 to
18% in its current fiscal year to between 195,000 to 215,000
units, a range that Fitch believes is reasonable.  Fitch expects
North American medium and heavy duty sales to be stronger in the
second half of the year.

NFC has shown improved profitability metrics, as the company
reported net income of $29 million for the year ending Oct. 31,
2009 versus a loss of $31 million for the comparable period in
2008.  Improved profitability was driven by reduced borrowing
costs.  Asset quality has shown stabilization as delinquencies
have declined slightly.  Barring a dramatic increase in used truck
inventory, Fitch would expect the current retail portfolio to
decline and perform consistently with historical metrics.  With
the signing of the GECC deal and amortization of the current
retail portfolio, Fitch sees substantially improved capitalization
metrics versus historical levels.  With the signing of the
agreement with GECC, Fitch envisions NFC to become a diminishing
factor in the overall ratings of NAV.

Fitch expects NAV will be able to end its current fiscal year with
a manufacturing cash balance greater than $1 billion, which is
line with its fiscal 2009 year end cash position.  Negative free
cash flow in the first quarter is expected to reverse in the
second half of the year driven by the timing of military unit
deliveries and to a lesser degree higher truck volumes; however,
positive free cash flow for the year is expected to contract from
2009 due to increased capital expenditures and pension
contributions.  Capital expenditures of between $250 million to
$350 million are expected this year, which is a more normal range
for NAV's business to grow than the lower levels of $150 million
and $168 million experienced in its fiscal 2009 and 2008
respectively.  Further investments in NAV's Mahindra & Mahindra
and CAT joint ventures this year are also expected.  Other uses of
cash in NAV's current fiscal year include pension contributions
described later and cash interest expense that Fitch estimates
will be approximately $75-100 million.  OPEB contributions are
expected to be negligible.  Cash restructuring charges are
possible this year if NAV closes its currently idled Chatham,
Canada assembly plant, but Fitch expects them to be less than the
$59 million of restructuring charges last year related to the
closing of its Indianapolis plants.  NAV does not have plans to
reduce its debt in the near term.  Fitch also does not expect NAV
to make any major acquisitions this year after acquiring Monaco
Coach last year for $50 million.  NAV does not currently have an
open share repurchase program, last year it repurchased
$29 million of its common stock under its last repurchase program
that has expired.

NAV's pension plan funding status in its fiscal 2009 declined to
60.6% ($1.5 billion underfunded) compared to 74.8% in 2008.  The
$745 million decrease was due mainly to a $825 million actuarial
loss related to a decrease in the discount rate used to determine
the present value of the projected benefit obligations (discount
rate at Oct. 31, 2009, was 5.4% compared to 8.3% at Oct. 31,
2008).  The decline in the funded status was partially offset by
asset returns.  NAV contributed $37 million to its pension plans
in 2009 and estimates contributions in 2010 will be $150 million
(the company contributed $11 million in its first quarter) and at
least $256 million per year in 2011 through 2013 to comply with
existing U.S. pension plan regulations.  At Oct. 31, 2009,
equities accounted for 66% of NAV's pension plan assets including
7% in the company's own stock, exposing NAV to additional market
and diversification risk.  The remaining pension plan assets were
made up of 30% debt securities and 4% other, including cash.


NEWELL RUBBERMAID: Moody's Affirms 'Ba1' Subordinated Debt Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the Baa3 long-term rating and
Prime-3 short-term rating of Newell Rubbermaid, Inc.  The outlook
has been revised to stable from negative.

The affirmation of Newell's Baa3 ratings with a stable outlook
reflects: (1) a moderation in the company's organic revenue
declines, setting the stage for a return to growth, (2) the
stability of the company's bottom-line operating performance
amidst an unfavorable business cycle, (3) a commitment to
prioritizing additional debt reduction, and (4) improved credit
metrics, including Debt to EBITDA of 3.7 times (from 4.6 times in
2008, including Moody's analytic adjustments) and EBITA to
Interest of 3.4 times (from 2.7 times).

"Newell's operating performance has improved meaningfully despite
its cyclical exposure as it continues to benefit from portfolio
restructuring and restructuring initiatives which has boosted its
profitability and cash flow," says Moody's Vice President and
Senior Credit Officer Janice Hofferber.  "Credit metrics remain
somewhat weak for an investment grade issuer but have meaningfully
improved from 2008 levels," added Janice Hofferber.

Newell's Baa3 senior unsecured rating recognizes the company's
solid market shares in a diversified range of product lines that
target different price points -- albeit within narrow categories,
established brands, footprint at large, well-established
retailers, improvements in operating efficiency, historically
consistent profitability (excluding impairment and restructuring
charges) and positive free cash flows.  These positive attributes
are offset by the cyclical and discretionary nature of its product
offerings, exposure to potentially volatile raw material costs,
modest geographic diversification with limited presence in fast-
growing emerging markets, still high leverage and credit metrics
that are weak for its rating.

The following ratings of Newell were affirmed:

  -- Baa3 senior unsecured rating
  -- (P) Baa3 senior unsecured shelf rating;
  -- Ba1 subordinated debt rating;
  -- Prime-3 Commercial Paper rating.
  -- The outlook for the ratings is stable.

The last rating action regarding Newell was on February 5, 2009,
when Moody's downgraded the companies senior unsecured rating to
Baa3 with a negative outlook.

Newell Rubbermaid Inc., based in Atlanta, Georgia, is a leading
manufacturer of consumer products utilized in the home and office
segments, with brands including Rubbermaid, Calphalon, Sharpie and
Dymo, as well as baby and youth products sold under the Graco
brand.  Other key brands include Paper Mate, EXPO, Waterman,
Parker, Rolodex, IRWIN, LENOX, BernzOmatic, Levolor and Goody.
Newell has about 19,500 employees worldwide and reported
approximately $5.6 billion in revenues for the fiscal year ending
December 31, 2009.


NEXT WAVE: Extends Debt Maturities; Secures Access to New Capital
-----------------------------------------------------------------
NextWave Wireless Inc. has entered into an Amendment and Limited
Waiver to its first, second and third lien note agreements.  The
Amendment received unanimous note holder approval.

The Amendment extends the maturity date of the Company's senior
secured first lien notes to July 17, 2011, with an additional
extension to October 17, 2011, if certain conditions are met,
including the pendency of asset sales sufficient to repay all
outstanding first lien notes.  The Amendment also extends the
maturity date of the Company's senior-subordinated secured second
lien notes ("second lien notes") to November 30, 2011.  The
maturity date of the Company's third lien subordinated secured
convertible notes ("third lien notes") remains at December 31,
2011.

In connection with the Amendment, affiliates of certain existing
first lien lenders have also committed to provide up to
$25 million in new financing through the issuance of additional
first lien notes with the same interest rate, maturity, security
and additional terms as the existing first lien notes.  Funding
under the incremental facility remains subject to customary
conditions including the accuracy of representations made by
NextWave.

After the redemption of approximately 30% of the first lien notes,
and the repayment of any borrowings under the new $25 million
incremental facility, the Amendment permits the Company to retain
up to $37.5 million from the proceeds of future assets sales to
fund operations (the "proceeds retention basket").  Under the
terms of the Amendment, the proceeds retention basket will be
reduced by any amounts borrowed under the incremental facility,
providing the Company access to a maximum aggregate of
$37.5 million of capital under the combination of the incremental
facility and the proceeds retention basket.

To preserve the Company's cash resources, the Amendment eliminates
the requirement of cash pay interest, and allows the Company the
option to make future interest payments in-kind through the
issuance of additional notes.  Under the Amendment, the interest
payable on the first and second lien notes has been increased to a
rate of 15% per annum.  Additionally, interest is now payable on
the third lien notes at a rate of 12% per annum initially,
increasing 1% per annum on each of December 31, 2010, March 30,
2011, June 30, 2011 and September 30, 2011, to a maximum of 16%.
In connection with the Amendment, note holders will be paid a 2.5%
fee, payable by the issuance of an aggregate of approximately
$21.4 million of new notes.

"We believe this strategic step is another indicator of the
confidence our note holders have in NextWave's business
opportunities, the value of our global wireless spectrum portfolio
and the operations of our PacketVideo subsidiary, the global
leader in multimedia software for mobile devices," said James
Brailean, President and CEO.

The Company was advised by Moelis & Company in connection with the
debt maturity extension.  Moelis & Company will continue to assist
the Company in evaluating strategic alternatives.

                      About NextWave Wireless

NextWave Wireless Inc. is a wireless technology company that
develops, produces and markets mobile multimedia and consumer
electronic connectivity products including device-embedded
software for mobile handsets, client-server media platforms, media
sharing software for consumer electronics and pocket-sized mobile
broadcast receivers.  The company also manages and maintains
worldwide wireless spectrum licenses.


NUTRACEA: To Sell Natural Glo & Max-E-Glo Brands and Trademarks
---------------------------------------------------------------
NutraCea signed an asset purchase agreement to sell the rights to
NutraCea's Natural Glo, Satin Finish, and Max-E-Glo equine brands
and trademarks, the goodwill and all other intellectual property
associated with the trademarks to Manna Pro Products, LLC (Manna
Pro) for approximately $650,000.  NutraCea will also sell to Manna
Pro certain bags, packaging materials and bagged inventory at
NutraCea's cost.  NutraCea has agreed not to sell equine
positioned stabilized rice bran products to certain specified
customers that have previously purchased SRB under the trademarks
being purchased by Manna Pro.

Additionally, NutraCea and Manna Pro will enter into a supply
agreement upon closing the asset sale under which NutraCea will be
the exclusive supplier of stabilized rice bran to Manna Pro for
the product lines associated with the purchased assets. All
products sold by Manna Pro under the trademarks being purchased
will be co-branded with a NutraCea stabilized rice bran logo.

W. John Short, Chairman and CEO of NutraCea, stated, "We are very
pleased to have agreed to this asset sale and co-branded supply
arrangement.  Manna Pro is a recognized leader in the animal
nutrition industry with significantly broader distribution
capabilities than NutraCea.  The sale of these equine brands
allows NutraCea to step back from managing brands in competition
with Manna Pro and other important customers, and to focus on our
core competency of supplying stabilized rice bran in bulk to all
of our animal and human nutrition customers. We look forward to
working with the Manna Pro team to significantly increase the
business we do together.

"This sale is another step in our previously announced asset
monetization and restructuring plan that will allow our team to
focus on building profitable sales in our core product groups
including stabilized rice bran, defatted bran, rice bran oil and
nutraceutical and pharmaceutical products derived from stabilized
rice bran."

Completion of the asset sale is subject to a variety of customary
closing conditions and the approval of the transaction by the U.S.
Bankruptcy Court.

On November 10, 2009 NutraCea filed for court supervised
protection to restructure its operation under Chapter 11 of the US
Bankruptcy Code.

                         About NutraCea

NutraCea is a world leader in production and utilization of
stabilized rice bran.  NutraCea holds many patents for stabilized
rice bran (SRB) production technology and proprietary products
derived from SRB.  NutraCea's proprietary technology enables the
creation of food and nutrition products to be unlocked from rice
bran, normally a waste by-product of standard rice processing.

Phoenix, Arizona-based Nutracea, a California corporation, filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
D. Ariz. Case No. 09-28817).  S. Cary Forrester, Esq., at
Forrester & Worth, PLLC, assists the Company in its restructuring
effort.  The Company listed $50,000,001 to $100,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


ORLEANS HOMEBUILDERS: Asks for Court OK to Sell Homes
-----------------------------------------------------
Orleans Homebuilders, Inc., et al., have sought authorization from
the U.S. Bankruptcy Court for the District of Delaware to sell
homes free and clear of liens, claims, encumbrances, and other
interests.

The Debtors ask for the Court's permission to use proceeds from
the sales of homes for general corporate purposes in the ordinary
course of business without being required to escrow the proceeds,
provided that nay use of home sale proceeds would be subject to
the provisions of any applicable debtor-in-possession financing or
cash collateral orders.

The Debtors anticipate that the senior lenders will consent to the
sale of homes free and clear of liens, because the sales provide
the most effective, efficient and timely approach to ensuring the
continuation of the Debtors' business as a going concern to
preserve enterprise value.

The Debtors propose that none of the operational lien claimants
would have any claim against the title insurers, the senior
lenders, the property sold, any owner of the property, or any
subsequent purchaser with respect to the operational liens or nay
other claim that was or could be asserted.  Operational lien
claimants are third parties that may be able to assert liens
against or otherwise encumber the Debtors' property to secure
payment for certain goods and services delivered or provided to
the Debtors or for other claims.  Title insurance agents and
underwriters generally insure against financial loss from defects
in title to real property sold by the Debtors.

The Debtors propose that "upon determination by the Court that an
operational lien is valid and enforceable, it would attach to the
proceeds of the sale of the subject property, provided that, if
the Court determines that the operational lien is senior to the
lender liens, the Debtors would be authorized to pay the
operational lien claimant form the applicable sale proceeds within
five business days of the date that the order resolving the demand
resolution motion becomes a final order no longer subject to
appeal, provided further, that if the Court determines that the
operational lien is valid and enforceable but isn't senior to the
lender liens, the operational lien would transfer to and would
attach to the proceeds of the sale of the property with the same
priority as the operational lien would be entitled to under
applicable law or court order."

More information on the Debtors' request to sell homes is
available for free at:

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

                   About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in 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.


PATCRICK GISLER: Can Sell Leisure Woods Property to Fred Goetzke
----------------------------------------------------------------
Patrick M. Gisler sought and obtained permission from the Hon.
Linda B. Riegle of the U.S. Bankruptcy Court for the District of
Nevada to sell non-exempt assets, the estate's interest in real
property commonly known as Leisure Woods in Klamath County,
Oregon, to Fred Goetzke for $100,000.

In its bankruptcy petition, the Debtor listed the Property as
Crescent Lake property with an estimated value of $150,000.  The
non-exempt assets are Lot 27, Block 1 and Lot 6, Block 6, Tract
1074.  The development in which the lots are located is commonly
known as Leisure Woods/Diamond Peaks at Crescent Lake.

The Debtor had listed the property for sale pre-petition for
several months, and received no other offers to purchase the
property, aside from the interest of the Purchaser.  "The
Purchaser is willing and able to complete and close the sale by
February 1, 2010, or as soon as the Bankruptcy Court approves the
sale," The Debtor says.

In January 2010, the Purchaser executed a property investment
agreement and deposit receipt to purchase the property, consisting
of two lots, for $100,000.  The Purchaser has deposited the sum of
$71,000 with the broker to secure the purchase.

The Property is subject to a priority lien claim for property
taxes in the estimated amount of $3,791 payable to Klamath County.

Trono Company has been the broker for the entire Diamond Peaks
development.  The Court ruled that Trono Company is authorized to
receive up to 6% of the sales price as a sales commission, and
that the property taxes will be paid from the sale proceeds.

Bend, Oregon-based Patrick M. Gisler -- dba Oregon Lifestyles
Realty Inc.; Gisler Management Inc.; Crawfords Trailer Park, Inc.
-- filed for Chapter 11 bankruptcy protection on January 11, 2010
(Bankr. D. Nev. Case No. 10-10299).  Timothy P. Thomas, Esq., at
the Law Offices Of Brian D. Shapiro, LLC, assists Mr. Gisler in
his restructuring effort.


PANZAR KFC FOOD: Case Summary & 101 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Panzar KFC Food LLC
        16 South Central Avenue
        Valley Stream, NY 11580

Bankruptcy Case No.: 10-71705

Chapter 11 Petition Date: March 16, 2010

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Robin S. Abramowitz, Esq.
                  Lazer Aptheker Rosella & Yedid
                  225 Old Country Road
                  Melville, NY 11747-3105
                  Tel: (631) 761-0870
                  Fax: (631) 761-0013
                  Email: abramowitz@larypc.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
101 largest unsecured creditors, is available for free at:

                http://bankrupt.com/misc/nyeb10-71705.pdf

The petition was signed by Paul Panzarella, managing member of the
Company.

Debtor-affiliates that filed separate Chapter 11 petitions:
                                                    Petition
  Debtor                               Case No.      Date
  ------                               --------      ----
S.Q.K.F.C. Inc.                        10-71704     3/16/10
  Dba South Queens Kentuck Fried Chicken
  Assets: $1 million to $10 million
  Debts:  $1 million to $10 million
495 Nostrand Ave LLC                   10-71708     3/16/10
  Assets: $100,000 to $500,000
  Debts:  $100,000 to $500,000
195-10 Jamaica Ave LLC                 10-71709     3/16/10
  Assets: $100,000 to $500,000
  Debts:  $100,000 to $500,000
666 Bushwick Ave LLC                   10-71718     3/16/10
  Assets: $100,000 to $500,000
  Debts:  $100,000 to $500,000
1556 Myrtle Ave LLC                    10-71719     3/16/10
  Assets: $100,000 to $500,000
  Debts:  $100,000 to $500,000


PATRICK GISLER: Northwest Bank Wants to Block Cash Collateral Use
------------------------------------------------------------------
Northwest Bank has asked the U.S. Bankruptcy Court for the
District of Nevada to prohibit Patrick M. Gisler from using cash
collateral in which the bank has an interest.

Northwest Bank claims that the rents from the Debtor's real
property are its cash collateral.  The Debtor has never asked
Northwest Bank for permission to use Northwest Bank's cash
collateral.

In November 2005, the Debtor executed and delivered to Northwest
Bank a $7,867,500 promissory note, which was extended and renewed
multiply times.  There is presently in excess of $7,285,000 owing
under the Note with interest accruing at the rate of $1,508.62 per
day.

To secure payment of obligations under the note, the Debtor's
Patrick M. Gisler Living Trust executed and provided to Northwest
Bank four November 2005 line of credit instruments, describing
real property improvements, personal property, and rents of the
Lyman Industrial Building, the 9th and Wilson Industrial Building,
and the Penny Galleria Building.  The Trust also executed and
delivered to Northwest Bank assignments of rents for each parcel
of the real property.

The Debtor defaulted in his obligations to Northwest Bank, but
entered into a work out agreement with the bank in August 2009
wherein the Debtor was to pay down the accrued and unpaid taxes on
the real property in excess of $126,700.  The Debtor also executed
a wholesale lockbox agreement where rents from the real property
would be deposited in a lockbox account at Northwest Bank.  The
Debtor provided Northwest Bank with a letter instructing tenants
on the real property to send rent payments to the Lockbox.
Northwest Bank agreed not to enforce the Wholesale Lockbox
Agreement or send the instruction letter to the tenants unless the
Debtor defaulted again in his obligations to the Bank.

The Debtor again defaulted in his obligations to Northwest Bank.
Northwest Bank sent notices to the tenants of the real property
instructing them to deliver their rents directly to the Lockbox.
After that notice was sent, the Debtor sent a notice to the
tenants telling them to disregard the Instruction Letter and
directing them to send the rents to other locations.  Northwest
Bank was then required to send out a second letter to the tenants
informing that the Debtor's letter was sent in error.

Northwest Bank says that it repeatedly requested that the Debtor
provide it with information on how the net rents from the real
property, in excess of $33.000 per month, are being used, but the
Debtor has refused to do so.

Northwest Bank says that even though the Debtor's bankruptcy case
was filed on January 11, 2010, the Debtor has never sought nor
obtained the permission of bank to use the cash collateral.  The
Debtor, according to Northwest Bank, has not provided the Court or
the bank with a budget for operation of the real property or any
accounting of rents generated from the real property.

Northwest Bank is represented by Santoro, Driggs, Walch, Kearney,
Holley & Thompson.

                        About Patrick Gisler

Bend, Oregon-based Patrick M. Gisler -- dba Oregon Lifestyles
Realty Inc.; Gisler Management Inc.; Crawfords Trailer Park, Inc.
-- filed for Chapter 11 bankruptcy protection on January 11, 2010
(Bankr. D. Nev. Case No. 10-10299).  Timothy P. Thomas, Esq., at
the Law Offices Of Brian D. Shapiro, LLC, assists Mr. Gisler in
his restructuring effort.


PATRICK GISLER: Wants Northwest Bank to Turn Over Accounts
----------------------------------------------------------
Patrick M. Gisler has asked for authorization from the U.S.
Bankruptcy Court for the District of Nevada to require Northwest
Bank to turn over the bank account funds that were set off on
January 8, 2010.

Northwest Bank holds a security interest in these parcels of real
property in Bend, Oregon: (i) 1002 NW Wall Street; (ii) 1345 NW
Wall Street; (iii) 63270 Lyman Place; and (iv) 650 SE 9th Street.
Under the Northwest Loan, the balance of the loan is $7,925,000.
In December 2009, the Northwest Bank was contacted by the Debtor's
counsel, Timothy P. Thomas, Esq., to discuss the status of the
loan.

The Debtor held several accounts at Northwest Bank under the
Debtor's name and under the name of the Patrick M. Gisler living
Trust for payment of business expenses.  Along with the business
accounts, the Debtor was a co-signer on a bank account held by his
mother, Kathryn Gisler, who held her retirement funds in a joint
account in the amount of $132,446.64.

In January 2010, Northwest Bank sent a notice of default and
acceleration of loan and demand for payment in full and lenders
intent to enforce remedies, saying that the Debtor and the Patrick
M. Gisler Living Trust are liable for payment of the loans.

Northwest Bank "offset several accounts upon which the Debtor was
a signatory, in the amount of $137,791.43," of which $132,446.64
was from the account of Kathryn Gisler.  The Debtor says that
there was no notice of potential setoff of the retirement account.

Mr. Thomas sent a demand to Northwest Bank to inform them of the
account held by Kathryn Gisler and to request that the prepetition
setoff be reversed and the funds redeposited into the appropriate
accounts.

The Debtor says that the offset funds are necessary for the
successful reorganization of the Debtor as was being necessary for
the continued care and support of Ms. Gisler, who is 84 years old
and living in an assisted living facility.  Other than the $2,200
monthly payment for the facility that became due on February 1,
2010, Ms. Gisler must also pay ongoing medical treatment for
Parkinson's disease.  "Without access to the funds, Ms. Gisler has
no means of support to provide for her shelter and care," the
Debtor says.

The Debtor is willing to hold the funds in a separate account to
be subject to the Court's authority to make payment for Ms.
Gisler's care until confirmation of a plan of reorganization.

The Debtor asks the Court to order Northwest Bank to turn over the
setoff accounts as preferential transfers and order that the
accounts be returned to the Debtor and that the retirement funds
belonging to Kathryn Gisler be returned to her, and possibly
remove the Debtor from the accounts or order that the account be
used only for the care and maintenance of Ms. Gisler's living
expenses and not for use by the estate.

                       Northwest Bank Objects

Northwest Bank has objected to the Debtor's request to turn over
estate assets, saying: (i) a joint bank account owned by the
Debtor and his mother, Kathryn Gisler, contained funds that didn't
belong to the Debtor, therefore the Court lacks jurisdiction to
hear the turn over motion; (ii) to the extent the Court has
jurisdiction to hear the matter, the turn over motion is
procedurally defective because it alleges avoidance which must be
brought by way of an adversary complaint; (iii) to the extent the
Court has jurisdiction and treats the turn over motion as a
complaint, Northwest Bank denies the allegations of avoidable
preference in the turn over motion; and (iv) to the extent the
Court has jurisdiction and the turn over motion is appropriate,
set off by Northwest Bank was appropriate under the loan
documents, account agreements, and applicable Oregon law and isn't
affected by the Debtor's bankruptcy filing.

Northwest Bank says that the account title was in the name of
Kathryn Gisler and Patrick Gisler, and the ownership of the
account was "Joint with Survivorship (not as tenants in common)."
Kathryn Gisler and Patrick Gisler were both identified as owners
on the account and both signed the account agreement.  According
to Northwest Bank, there isn't in the account agreement that
indicates that the account is anything but a joint account owned
by Kathryn Gisler and Patrick Gisler.  Northwest Bank states that
there is no additional information to suggest as stated in the
Gisler Declaration that the Debtor was simply added as a signatory
on the account to assist Kathryn Gisler in writing checks, and
there isn't any indication or reference that the account is a
retirement account or any other special type of account.  Both
Kathryn Gisler and Patrick Gisler acknowledge by their respective
signatures that each of the undersigned is authorized to make
withdrawals from the account(s), provided that the required number
of signatures indicated is satisfied.

Northwest Bank is represented by Santoro, Driggs, Walch, Kearney,
Holley & Thompson.

                        About Patrick Gisler

Bend, Oregon-based Patrick M. Gisler -- dba Oregon Lifestyles
Realty Inc.; Gisler Management Inc.; Crawfords Trailer Park, Inc.
-- filed for Chapter 11 bankruptcy protection on January 11, 2010
(Bankr. D. Nev. Case No. 10-10299).  Timothy P. Thomas, Esq., at
the Law Offices Of Brian D. Shapiro, LLC, assists Mr. Gisler in
his restructuring effort.


PENINSULA GAMING: Moody's Gives Neg. Outlook; Affirms 'B1' Rating
-----------------------------------------------------------------
Moody's Investors Service revised Peninsula Gaming, LLC's rating
outlook to negative from stable, while affirming all its long term
debt ratings, including the Corporate Family Rating and
Probability of Default Rating at B1.  The outlook revision
reflects Moody's growing concern that the company may not be able
to achieve total debt/EBITDA near 4.5 times by the end of fiscal
2010 -- the targeted leverage needed to maintain its B1 CFR.

PGL's recently reported fiscal year 2009 financial results were
below Moody's expectation mainly due to the weak revenue and
profitability trends of its two properties in Louisiana market.
The Louisiana local market accounts for approximately 40% of
Peninsula's consolidated property-level EBITDA.  "The negative
revenue trend in the Louisiana market accelerated in the fourth
quarter and remains weak year to date in 2010 and Moody's are
concerned that PGL's earnings may be further pressured from that
market in 2010," commented Moody's analyst John Zhao.

The company's current debt/EBITDA of 5.8 times (pro forma Amelia
Belle's full year 2009 EBITDA) is high for its B1 rating.  Given
its current run-rate performance, the company would likely deviate
from the original de-leveraging trajectory which was established
during the 2009 refinancing/acquisition of Amelia Belle Casino .
Additionally, a deterioration in the historically stable Iowa
market, where PGL owns the two properties, may put downward
pressure on the rating.

Despite the above concern, the affirmation of the B1 CFR reflects
Moody's expectation that the company will continue to generate
solid free cash flow, albeit at a lower level, the majority of
which is expected to be used for permanent debt reduction.  The
affirmation also recognizes the relatively stable operating
performance of PGL's two casinos in Iowa and the generally in-line
ramp-up performance (though on the lower end ) of the land-based
Diamond Jo Dubuque property which opened in January 2009.  PGL's
B1 rating is also supported by its expected good liquidity
profile.

The following ratings were affected:

Rating outlook -- changed to negative from stable

Ratings affirmed:

* Corporate Family Rating -- B1
* Probability of Default Rating -- B1
* $240 million senior secured notes due 2015 -- Ba2 (LGD2, 26%)
* $305 million senior unsecured notes due 2017 -- B3 (LGD5, 78%)

Moody's last rating action was on July 15, 2009 when the B1 CFR
was affirmed with stable outlook.

PGL is a holding company whose primary assets are equity interests
in its wholly owned subsidiaries, which own and operate the
Diamond Jo casino in Dubuque, Iowa, the Evangeline Downs Racetrack
and Casino in St.  Landry Parish, Louisiana, the Amelia Belle
Casino located in Amelia, Louisiana, and the Diamond Jo Worth
casino in Worth County, Iowa.  Consolidated net revenues for the
fiscal year ended December 31, 2009, were approximately
$308 million.


PLANET ORGANIC: Sells Trophic Division; Remains in Default
----------------------------------------------------------
Planet Organic Health Corp Executive Vice President Darren
Krissie, Executive Vice President of Planet Organic Health Corp.
disclosed that the Corporation has concluded the sale of its
Trophic Vitamin Division to Atrium Innovations Inc. for gross
proceeds of $10.6M (Cdn.), subject to customary post closing
adjustments and holdbacks.  In addition, the Corporation has
concluded the sale of its six Healthy's locations to Good Health
Mart in Ontario for an undisclosed amount.  The sale proceeds will
be used to reduce corporate debt.  As previously announced in
Stockwatch on March 1, 2010, the Corporation is continuing to
review all strategic options available to reduce corporate debt.

Mr. Krissie states "The sale of our Trophic Division to Atrium is
a positive step towards completing the corporation restructuring
we initiated six months ago.  More importantly, Atrium will be a
great partner to Trophic in providing them support to grow their
business."

Notwithstanding the sale of Trophic, shareholders are reminded
that the Corporation remains in default under its credit
facilities and accordingly the lenders have the legal right to
demand repayment of all indebtedness and enforce their security
over all of the Corporation's assets.  To date to the Corporation
has not been successful in arranging financing from other sources
to meet its debt obligations to the lenders.  The Corporation is
reviewing all financing options in order to eliminate its
aggregate debt load.

Partnership Capital Growth acted as Planet Organic's exclusive
financial advisor for the sale of Trophic to Atrium and will
receive a transaction fee in conjunction with the sale.  Brent
Knudsen is a principal with Partnership Capital Growth and also a
director and officer of Planet Organic.

                          About Atrium

Atrium Innovations Inc. is a globally recognized leader in the
innovation, formulation, production and commercialization of
science-based and professionally endorsed products for the Health
& Nutrition industry.  The Company focuses primarily on growing
segments of the health and nutrition markets which are benefiting
from the trends towards healthy living and the ageing of the
population.  Atrium markets a broad portfolio of finished products
through its highly specialized sales and marketing network in more
than 35 countries, primarily in North America and Europe. Atrium
has approximately 925 employees and operates eight manufacturing
facilities.  Additional information about Atrium is available on
its website at www.atriuminnovations.com.

                   About Partnership Capital

Partnership Capital Growth is a boutique investment bank that
provides full-service merger and acquisition, financing and
capital structure advisory services to middle market companies.
The company focuses exclusively on consumer products and services
in the areas of healthy, active and sustainable living.

                     About Planet Organic

Planet Organic Health Corp. is a natural products industry
company, comprising manufacturing and retail.  Planet is listed on
the TSX Venture Exchange as a Tier One company.  Planet operates
nine natural food supermarkets throughout Canada under the Planet
Organic Market banner and eleven natural food supermarkets in the
U.S. under the Mrs Green's Natural Markets banner.  Another Planet
Organic company, Trophic Canada is the country's leading
manufacturer of natural supplements.  The Company has a total of 9
stores throughout Canada and 11 in the U.S.


PORTO SIENA LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Porto Siena, LLC
        c/o James E. DeFranco
        419 Occidental Ave., Ste 300
        Seattle, WA 98104

Bankruptcy Case No.: 10-04213

Chapter 11 Petition Date: March 16, 2010

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Alan Vanderhoff, Esq.
                  Vanderhoff Law Group
                  750 B Street, Suite 1620
                  San Diego, CA 92101
                  Tel: (619) 299-2050
                  Fax: (619)239-6554
                  Email: alan.vanderhoff@vanderhofflaw.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 $9,005,401,
and total debts of $7,160,992.

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

                 http://bankrupt.com/misc/casb10-04213.pdf

The petition was signed by James E. DeFranco, authorized agent of
the Company.


PREMIER GENERAL: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Premier General Holdings, Ltd.
        11007 Rocky Trail
        San Antonio, TX 78249

Bankruptcy Case No.: 10-51005

Chapter 11 Petition Date: March 17, 2010

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Debtors' Counsel: William B. Kingman, Esq.
                  4040 Broadway, Suite 450
                  San Antonio, TX 78209
                  Tel: (210) 829-1199
                  Email: bkingman@kingmanlaw.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

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

                http://bankrupt.com/misc/txwb10-51005.pdf

Debtor's List of 5 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Dillon Water Resources,    Judgment-              $62,998,787
LP                         Disputed, under appeal
Attn: Dean Davenport
11844 Bandera Rd
PMB 411
Helotes, TX 78023

Dean Davenport             Judgment-              $749,493
LP                         Disputed, under appeal
19516 Scenic Loop Rd
Helotes, TX 78023

Alexander Dubose &         legal fees and         $185,154
Townsend                   expenses
Attn: Douglas Alexander

Poncio Law Firm            legal fees and         $16,898
Attn: Adam Poncio          expenses

Glenn J. Deadman, PC       legal fees and         $2,051
Attn: Glenn J. Deadman     expenses

The petition was signed by Mark A. Wynne, the company's president
of general partner.


PRIME HEALTHCARE: Moody's Assigns 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family and
Probability of Default Rating to Prime Healthcare Services, Inc.
Moody's also assigned a B1 (LGD3, 42%) rating to Prime
Healthcare's proposed senior secured credit facility consisting of
a $40 million revolver and a $250 million term loan.  The rating
outlook is stable.

This is the first time Moody's has assigned a rating to Prime
Healthcare.  Moody's understands that the proceeds of the new
credit facility will be used to refinance existing debt, acquire
the real estate associated with one of the company's facilities
from Medical Properties Trust and fund potential future
acquisitions.

Prime's adjusted leverage following the proposed refinancing is
relatively modest for the rating category.  Additionally, interest
coverage is expected to remain strong.  However, Prime's B2 rating
reflects the risks associated with the concentration of operations
in the Southern California market and the company's reliance on a
few facilities for a considerable portion of revenue and EBITDA.
Additionally, the company currently generates over 60% of its
revenue from government programs, including the California
Medicaid program.  While the rating acknowledges the company's
track record of significantly improving acquired facilities, both
in terms of top line and margin performance, it also considers the
limited time in which the company has operated at its present size
and risks associated with the scalability and sustainability of
its unique operating strategy.  Further, the rating reflects
Moody's expectation that the company will continue to look for
financially distressed acquisition targets in order to fund
further growth.

The stable outlook reflects Moody's expectation that the company's
current portfolio of hospitals will continue to improve modestly
but any meaningful growth will be through additional acquisitions.
The outlook contemplates that acquisition activity funded out of
the pro forma cash balance and free cash flow, barring any
unforeseen adverse developments in the current portfolio or the
integration of acquired facilities, can be absorbed at the current
rating level.  The outlook also considers that distributions are
maintained at a level that does not adversely affect the ability
of the company to fund other initiatives.

Following is a summary of the ratings assigned.

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- $40 million senior secured revolving credit facility, B1
     (LGD3, 42%)

  -- $250 million senior secured term loan, B1 (LGD3, 42%)

Prime Healthcare Services, headquartered in Ontario, California,
is an owner and operator of acute care hospitals.  The company
currently operates 12 hospitals, which have been acquired at
various times since the company's inception in 2001.  The
hospitals are all located in the state of California with a
significant presence in Southern California.  The company
recognized approximately $1.5 billion in revenue in the year ended
December 31, 2009.


QIMONDA NA: Has Three More Sales for $40.5 Million
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that Qimonda North America
Corp., which previously sold most of its assets to Texas
Instruments Inc. for $172.5 million, received approval from the
Bankruptcy Court on March 17 to sell additional tools and
equipment to TI for $20.7 million.  There were no competing bids
submitted.

According to the report, Qimonda also received approval of two
additional sale transactions.  A plant in Sandston, Virginia, is
going to Richmond Semiconductor LLC for $12 million while Global
Alliance Tech Ltd. is paying pay $7.8 million for other assets.

                    About Qimonda North America

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The Company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.  On June 15, 2009, QAG filed
a petition for relief under Chapter 15 of the Bankruptcy Code
(Bankr. E.D. Va. Case No. 09-14766).

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 on February 20
(Bankr. D. Del. Lead Case No. 09-10589).  Mark D. Collins, Esq.,
Michael J. Merchant, Esq., and Maris J. Finnegan, Esq., at
Richards Layton & Finger PA, represents the Debtors as counsel.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda Richmond, LLC,
listed more than US$1 billion each in assets and debts.  The
information was based on Qimonda Richmond's financial records
which are maintained on a consolidated basis with Qimonda North
America Corp.


QVC INC: Fitch Assigns Ratings on Senior Secured Note Offering
--------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to QVC, Inc.'s senior
secured note offering due 2017 and 2020.  Proceeds will be used to
reduce borrowings under the company's bank facility (targeting the
2010 and 2014 amortization payments).  The notes will be secured
and guaranteed on a pari passu basis with the company's
approximately $2.5 billion of outstanding secured bank debt (pro
forma for this transaction) and $1 billion of senior secured notes
due 2019.  Fitch currently rates QVC and its parent, Liberty Media
LLC:

QVC, Inc.

  -- Issuer Default Rating 'BB';
  -- Senior secured 'BBB-'.

Liberty Media LLC:

  -- IDR 'BB-';
  -- Senior unsecured debt 'BB-'.

The Rating Outlook is Negative.

The 'BBB-' rating on the secured note offering takes into account
placement in the capital structure.  Like the $1 billion of senior
secured notes due 2019, the new notes are expected to receive
guarantees from all of QVC's material domestic subsidiaries as
well as security in certain personal and intellectual property.
The security package does not include real property, likely as a
result of the limitation on liens covenant in LLC bonds.  The
secured collateral can be removed if QVC's leverage falls for two
consecutive fiscal quarters below 2 times as defined in the
company's credit agreement.  Fitch would expect the debt of a sub-
2x leveraged QVC to remain investment grade.

In addition, subsidiaries guaranteeing the notes (restricted
subsidiaries) can be designated as unrestricted if the company is
in compliance with its consolidated leverage test which starts at
3.9x and steps down to 3.5x by March 2011 and beyond.  This
provision is weaker than the bank facility, as leverage step-downs
for designation of unrestricted subsidiaries reach 3x in that
document; however, Fitch does not believe this warrants a
difference in ratings.  The rights for noteholders toward the
security and guarantee packages are generally tied to the credit
facilities.  The existing facilities mature 2014; however, the
senior notes' security is intended to remain tied to any re-
financings/replacements of the existing facilities and therefore
the notes should remain secured through 2019 (notwithstanding
leverage under 2x or an unsecured bank facility, in which instance
Fitch would expect to see an improved capital structure for QVC).

QVC's ratings reflect its individual business profile and credit
metrics that would likely warrant an IDR greater than 'BB' on a
stand-alone basis; however, it also takes into account the
reliance on QVC to service a large portion of the debt at LLC.  In
addition to general event risk, the Negative Outlook reflects the
weak global economic environment and its impact on QVC's
businesses.  Fitch estimates QVC's gross leverage at approximately
2.6x for the year ended Dec. 31, 2009.  Interest coverage should
remain above 4x pro forma for all recent refinancings.  Including
the company's commission payments to cable providers, Fitch
estimates QVC's fixed charge coverage ratio to be just over 3x.

QVC registered positive growth in the previous two economic
downturns (early 1990s and post 9/11) and until the third quarter
of 2008 never had a quarterly revenue decline.  Starting in
September 2008 worldwide revenues declined for four quarters,
resulting in worldwide revenues for the latest 12 months ended
June 30, 2009, to be down approximately 7%.  This negative trend
in revenues reversed in the September 2009 quarter with worldwide
revenues up 2%, with continued growth into the fourth quarter with
revenues up 14% (off a December 2008 quarter that was down nearly
9%).

For 2009, revenues were up 1% and EBITDA was up 4%.  The revenue
improvement is generally the result of improving trends in average
spending per customer, up 2% domestically and 1% internationally.
EBITDA growth was supported by QVC's productivity gains in
distribution and customer service operations, shipping network
optimization and a focus on the company's fixed costs (including a
900 head reduction in the employee base).  Continued positive
trends in revenues and EBITDA may support the stabilization of the
ratings.  Fitch is mindful that while the general economy has
shown some signs of improvement, a 'double-dip recession' may slow
down or reverse the positive trends experienced by QVC, therefore,
Fitch is still cautious regarding a near-term return to consistent
material growth.  Fitch believes the softness experienced by QVC's
operations were predominantly due to the general cyclicality
expected in such a weak economic environment and not due to
secular changes in the business.

While Fitch differentiates the IDRs of QVC and LLC, the difference
is currently limited to one notch because Fitch believes default
risk will remain relatively correlated as cash can still travel
throughout all entities relatively easily.  Fitch continues to
believe (to a lesser degree relative to historical periods) that
resources at QVC would be used to support LLC if ever needed and
vice versa.  The reduced asset value at LLC as a result of the
spin-off of Liberty Entertainment, Inc., as well as QVC bank
facility features (mandatory amortization, stricter restricted
payments basket, etc.), result in a weaker IDR for LLC relative to
QVC.

The consolidated LLC's liquidity is strong and supported by
approximately $4.8 billion in cash at Dec. 31, 2009, and over
$6 billion in gross marketable securities.  QVC held approximately
$750 million in cash for the same period.  As of Dec. 31, 2009,
QVC had $424 million available under its bank credit facilities,
and QVC's maturity schedule is material and includes approximately
$425 million in 2010, $700 million in 2011, $400 million in 2012,
$400 million in 2013, and $1.1 billion in 2014 (before factoring
in the secured note offering).  Between QVC cash flows and
remaining assets at LLC, Fitch believes the company has the
ability to meet this maturity schedule organically.  The
restricted payments basket at QVC has no restrictions on dividends
specifically for principal and interest of debt allocated to
Liberty Interactive (LINTA).  Otherwise, dividends are restricted
if QVC leverage is greater than 3.5x with step-downs to 3.0x over
the next few years.


QVC INC: Moody's Assigns 'Ba2' Ratings on $250 Mil. Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to QVC, Inc.'s
proposed $250 million senior secured notes due 2017 and
$250 million senior secured notes due 2020.  QVC plans to use the
net proceeds from the offering to acquire and retire debt maturing
in 2010 and 2014 issued under its senior secured credit
facilities.  Moody's believes the offering favorably extends QVC's
maturity profile and that the approximate $15 million increase in
run rate cash interest expense will not materially affect the
company's free cash flow or near-term liquidity position.  QVC's
Ba2 Corporate Family Rating, Ba3 Probability of Default Rating and
stable rating outlook are not affected by the offering.

Assignments:

Issuer: QVC, Inc.

  -- Senior Secured Bonds due 2017, Assigned a Ba2, LGD3 - 35%
  -- Senior Secured Bonds due 2020, Assigned a Ba2, LGD3 - 35%

The proposed notes are guaranteed by all of QVC's material
domestic subsidiaries and secured by a first lien on the assets
pledged to QVC's credit facilities and $1 billion senior secured
notes due 2019.  The collateral package consists of the stock of
QVC and material domestic subsidiaries and all personal property
of QVC and material domestic subsidiaries other than deposit
accounts and equipment and fixtures.  The stock of QVC-Japan is
excluded from the collateral package and the pledge of other
foreign subsidiaries stock is limited to 65% of the stock.

The credit facilities and proposed notes are ranked the same in
Moody's loss given default model based on the current pari passu
senior secured claim, but the credit facilities contain covenants
that could improve recovery prospects relative to the notes.
QVC's proposed notes do not contain maintenance financial
covenants as is the case with its credit facilities.  Maintenance
covenants provide the credit facility lenders an ability to modify
the terms of the credit facility, which could result in paydown of
the bank debt and/or higher interest margins as a condition to
amending the facility.  In addition, there is no prohibition on
bank lenders rolling some or all of their exposure into a DIP
facility subject to bankruptcy court approval.

Restricted payments are permitted under the proposed notes as long
as there is no event of default and leverage does not exceed
specified levels, which levels approximate the maintenance
covenants in the credit facility.  Restricted payments to fund tax
payments under the tax sharing agreement with Liberty Media LLC
(B1 CFR), service debt attributed to the Liberty Interactive
("LINTA") tracking stock (approximately $3.6 billion of debt
factoring in the February 2010 reattribution of $1.4 billion of
exchangeable bonds from Liberty Capital) and to fund Liberty
repurchases of QVC's bank debt are permitted without regard to the
leverage test.  The notes contain a change of control put at 101%
of par and the headroom under the 2x interest coverage debt
incurrence ratio would permit the issuance of significant
incremental debt (in excess of $5 billion based on FY 2009 results
and current interest rates), although the credit facilities'
maintenance financial covenants are far more restrictive at this
point (about $2 billion of debt capacity based on FY 2009
results).

Moody's last rating action on QVC was on September 17, 2009, when
it assigned a Ba2 rating to QVC's notes maturing in 2019.

QVC, headquartered in West Chester, Pennsylvania, is one of the
largest multimedia retailers in the world primarily targeting
female shoppers with a mix of beauty, fashion, jewelry and home
products.  QVC was founded in 1986 and has operations in the U.S.,
United Kingdom, Germany and Japan with plans to expand into Italy
in 2010.  The company is a wholly owned subsidiary of Liberty and
attributed to the LINTA tracking stock.  Annual revenue is
approximately $7.4 billion.


QVC INC: S&P Assigns 'BB+' on $250 Mil. Senior Secured Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned West Chester, Pa.-
based QVC's proposed $250 million senior secured notes due 2017
and $250 million senior secured notes due 2020 its issue-level
rating of 'BB+'.  S&P also assigned a recovery rating of '1' to
the notes, indicating S&P's expectation of very high recovery
(90%-100%) in a payment default scenario.

At the same time, S&P affirmed its existing ratings on the
company, including the 'BB-' corporate credit rating.  S&P also
affirmed the ratings and outlook on parent Liberty Media Corp.

The ratings on QVC, which S&P analyzes on a consolidated basis
with Liberty Media, reflect its participation in the highly
competitive retail industry and current pressure on consumer
spending.  In addition, the ratings reflect Liberty Media's high
debt leverage and historically aggressive financial policy.  S&P
expects QVC to pay down debt over the intermediate term.  Longer
term, S&P expects the consolidated entity's financial policy to be
fluid.  QVC's strong record of performance and expansion into new
markets, scale and cost advantages, and good discretionary cash
flow are key positives.

The outlook is stable.  "While QVC has done well relative to most
of its retail peers, a significant revenue deterioration of 15% or
more for more than two quarters, leading to an EBITDA decline of
more than 20%, could jeopardize covenant compliance," said
Standard & Poor's credit analyst Andy Liu.  If this occurs, it
could lead us to review the company's business and financial risk
profiles, as well as S&P's ratings.  In addition, opportunistic
investments that consume a significant amount of Liberty Media's
available liquidity could result in a ratings review, especially
if core operations weaken.  "On the other hand, if Liberty Media
continues to decrease debt leverage while maintaining operating
performance over the intermediate term, S&P could raise the
ratings," he continued.  However, S&P considers this as less
likely, given the company's historical shareholder-favoring
strategy.


R&G FINANCIAL: FDIC Looking for Buyer of Bank's Assets
------------------------------------------------------
Matthias Rieker at Dow Jones Newswires reports that the Federal
Deposit Insurance Corp. is seeking buyers for three banks in
Puerto Rico -- W Holding Co. Inc., R&G Financial Corp. and
Eurobancshares Inc.  Two people familiar with the matter told Dow
Jones the FDIC has hired an investment bank to try to find capital
or outright purchasers for the banks.

The banks, Dow Jones says, have almost $21 billion in combined
assets.  The three banks hold almost 30% of Puerto Rico's
$62 billion of deposits, and their bank subsidiaries are operating
under enhanced FDIC scrutiny.

According to Dow Jones, people familiar with the matter said the
three weak banks will likely struggle to file their first-quarter
earnings to regulators.  Dow Jones recalls the FDIC slapped W
Holding, R&G and Eurobancshares with sharp enforcement actions
last year, disclosing a laundry list of deficiencies, including
"insufficient" or "unsatisfactory" earnings, "inadequate"
management, too little capital and "excessive" levels of troubled
loans.

Dow Jones relates that, according to Federal Reserve data,
W Holding, the island's third-largest bank by deposits, posted a
loss of $14 million last year, R&G $62.8 million and
Eurobancshares $72 million.

Dow Jones further notes R&G had to restate earnings from 2002 to
2004 because of the derivative and loan issues, shaving between
30% and 70% off its profits for those years.  It has yet to file
subsequent earnings reports with the Securities and Exchange
Commission.  In late 2007, it hired KBW Inc. and Sandler O'Neill &
Partners LP to explore "its strategic options."

Dow Jones says possible local bidders for the troubled banks
include:

     -- Doral Financial Corp.  Dow Jones notes a group of private-
        equity investors bought a majority stake in Doral to
        prevent the bank's default in 2007, hoping they could
        expand Doral through acquisition.

     -- Popular Inc., the island's largest bank by assets and
        deposits, which has long said it would be interested in
        consolidating.

     -- Oriental Financial Group Inc., one of the island's
        smallest banks, which said Tuesday morning it raised
        $86.6 million in a public offering, in part for "possible
        participation in government-assisted transactions in
        Puerto Rico."

Dow Jones, citing investment bankers, also relates Bank of Nova
Scotia, which owns about 10% of First Bancorp Puerto Rico and
which has a large Caribbean banking network, might also be a
buyer.

According to Dow Jones, the three banks didn't respond to requests
for comment.  A spokesman for the FDIC declined to comment.


RADIENT PHARMACEUTICALS: Completes Closings with Series 1 Holders
-----------------------------------------------------------------
Radient Pharmaceutical said it completed two closings with note
holders of 12% Senior Notes, pursuant to which the company issued
an aggregate of $1,757,500 in 12% Series 1 Senior Notes; and
Series 1 Note holders warrants to purchase up to 1,406,000 shares
of common stock at $1.00 per share in December 2008 and January
2009.

Douglas MacLellan, the company's Chief Executive Officer, said "In
May and June 2009, we completed two closings with note holders of
the 12% Series 2 Senior Promissory Notes, pursuant to which we
issued an aggregate of $1,796,000 in 12% Series 2 Senior Notes; in
consideration thereof, we issued the Series 2 Note Holders
warrants to purchase up to 2,873,200 shares of common stock at
$0.98 per share.  The terms of the Series 2 Notes provided that if
the stockholders of the Company do not approve of the Series 2
Note Offering by September 1, 2009, and the Company did not redeem
the 12% Series 2 Notes by November 30, 2009, then the holders of
such 12% Series 2 Notes shall be entitled to declare such notes in
default and declare the entire principal and unpaid accrued
interest thereon immediately due and payable.  Additionally, since
we have not yet paid the interest that was due on December 1, 2009
or March 1, 2010, we are in default.  Although we have not
received any notice from the holders of the Series 2 Notes
requesting we cure this default, we have exceeded the cure period
and therefore, all of the Series 2 Notes are immediately due and
payable and the interest increased from 12% per annum to 18% per
annum. Interest is also accruing on the Series 1 Notes.

"We are in need for additional financing. Unless (i) we have
raised additional financing, (ii) substantially improved our cash
position and turnover of receivables, (iii) a significant number
of the warrants sold in prior private placement offerings are
exercised, or (iv) a significant number of other outstanding
options or warrants have been exercised, we will need to raise
additional funds from the sale of our securities to maintain our
operations. Management believes that the issuance of additional
shares of Common Stock for cash and the issuance of shares of
Common Stock upon exchange of certain of our outstanding debt
obligations and the exercise of certain outstanding Common Stock
purchase warrants provide a less expensive and more readily
available source of funds for our operations at this time.  We are
carrying approximately $7,900,000 of indebtedness that is in
default, or is due on outstanding notes and other contractual
obligations which are past due or soon to be due.  Management is
concerned that we may not have sufficient cash to satisfy these
debts and carry on our current operations.  Therefore, Management
believes it is prudent to reserve as much cash as possible for our
operations.

"To that end, Management put together various exchange agreements
to enter into with a majority, and potentially all, of our debt
holders subject to shareholder approval of such share issuances,
pursuant to which  the debt holders shall exchange their
outstanding notes or other debt obligations for shares of our
Common Stock.  As stated above, this will provide us with a less
expensive means to repaying our debt and will enable us to use our
cash for current operations rather than the repayment of debt.
Although the exchange terms vary slightly between the debt holders
-- based upon the terms of each of the particular notes, a few
provisions are consistent in all of the exchange agreements:
First, all of the issuances pursuant to the exchange agreements
are subject to shareholder approval.  To that end, we filed a
Preliminary Proxy Statement on Schedule 14A on February 1, 2010,
and are in the process of responding to SEC comments regarding
same so that we can finalize the proxy and send it out to our
shareholders.  We have the right to seek Shareholder Approval two
times; if we do not receive Shareholder Approval at the second
meeting, we shall fall back into default on all of the notes for
which shareholders did not approve the issuance of shares pursuant
to the related exchange agreement," Mr. Mclellan said.

Mr. Mclellan relates, "Once we obtain Shareholder Approval to
issue the shares pursuant to a particular exchange agreement, upon
such issuance, the debt related to such exchange agreement will be
forgiven and the holders thereof shall waive all current and
future defaults under the debt.  Second, we agreed to use our best
efforts to register the shares issuable pursuant to the exchange
agreements in the next registration statement we file under the
Securities Act of 1933, as amended.  And third, the issuance of
all of the shares to be issued under these proposals are subject
to NYSE Amex listing approval.  Therefore, although some debt
holders have signed an exchange agreement, they are not
enforceable against us until we receive Shareholder Approval and
approval of the NYSE Amex to list the shares, which we cannot
guarantee and therefore the exchange may never occur.  If and when
we do receive Shareholder Approval, we shall file an Amendment to
this Form 8-K to disclose the final amount of debt that shall be
exchanged and the total number of shares issued in exchange
thereof.

"At this time, we received signatures to the related exchange
agreements from a majority of the Note Holders holding
approximately $2,800,000 of the Notes; however, as stated above,
the exchange contemplated by such agreement shall not be effected
and is not enforceable against us until we obtain Shareholder
Approval and approval of the NYSE Amex to list the shares.
Pursuant to the exchange agreement, both the principal and the
interest on the Notes shall be exchanged for a certain number of
shares of our Common Stock, the exact number of which is based
upon the following formulas.  The number of shares of Common Stock
to be issued to the Note Holders in exchange for the principal
amount of the Notes shall be an amount equal to the quotient of:
the amount of principal sought to be exchanged divided by 70% of
the VWAP for the five trading days immediately preceding the date
the exchange is requested, but in no event shall the exchange
price be less than $0.28.

" The VWAP is a fraction as follows: the numerator is the sum of
the product of (i) the closing trading price for the Common Stock
on the applicable National Securities Exchange for each trading
day during such five day period and (ii) the volume of the Common
Stock on the applicable National Securities Exchange for each such
day, and the denominator of which is the total volume of the
Common Stock on the applicable National Securities Exchange during
such five day period, each as reported by Bloomberg Reporting
Service or other recognized stock market price reporting service.
We maintain the right to pay all interest due on the Notes between
December 1, 2009 and June 30, 2010, in cash or in shares of Common
Stock.  If we elect to pay the interest in shares of Common Stock,
then the number of shares of common stock to be issued to the Note
Holders shall be an amount equal to the quotient of the amount of
interest sought to be exchanged divided by $0.28.  Any interest
due after June 30, 2010, shall be paid in cash if, on the date the
interest is due as set forth in the Notes, the market price of our
common stock is below $0.28 per share.  If the market price of our
Common sStock on such date is equal to or above $0.28 per share,
we reserve the right to pay the interest in shares of our Common
Stock at $0.28.

"As additional consideration for exchanging their debt, we agreed
to reduce the exercise price of the Series 1 and Series 2 warrants
to $0.28 per share; there shall not be any other changes to the
terms or conditions of the Series 1 Warrants or Series 2 Warrants.
By executing the exchange agreement, such Note Holders waived all
defaults under his/her Note unless, and only unless we fail to pay
or issue any principal or interest pursuant to the terms of the
exchange agreement or if we do not receive Shareholder Approval.
If we do not receive Shareholder Approval, we will once again be
in default of the Notes.

"The shares of Common Stock to be issued pursuant to the debt
exchange will be issued pursuant to Section 4(2) of the Securities
Act for issuances not involving a public offering and Regulation D
promulgated thereunder, he added.

Mr. Mclellan said, "We also entered into an Exchange Fee Agreement
with Cantone Research Inc., who was the placement agent for the
original issuance of the Notes.  Pursuant to the Exchange Fee
Agreement, Cantone Research agreed to negotiate the exchange with
the Note Holders described above and obtain the Note Holders
agreement and signature to the exchange agreement. Under the
Exchange Fee Agreement, we agreed to pay Cantone Research a fee of
2% of the total principle and interest that is due, up through
March 1, 2010, on the Notes, which, as of the date we entered into
the Exchange Fee Agreement, was $3,952,402.50, 2% of which is
$79,048. We agreed to pay Cantone Research the number of shares of
our Common Stock that is equal to the quotient of $79,048 divided
by $0.28, or 282,314 shares.  We also agreed to reduce the
exercise price of the placement agent warrants issued to Cantone
Research to $0.28 per share upon completion of the debt exchange.
The issuance of shares to Cantone Research under the Exchange Fee
Agreement is subject to NYSE Amex and Shareholder Approval.  If we
do not receive Shareholder Approval, we will have to pay the
exchange fee in cash.

"In an effort to further reduce our cash expenditures, we also
amended a consulting agreement with one of our corporate
consultants - Cantone Asset Management LLC.  Under the original
consulting agreement, we were to pay Cantone Asset an aggregate
cash consulting fee of $144,000 and issued them warrants to
purchase 200,000 shares of our common stock at $0.60 per share.
Pursuant to the amendment, (i) Cantone Asset shall instead be paid
with an aggregate of 514,285 shares of our common stock, (ii) we
will use our best efforts to register those shares in the next
registration statement we file; and, (iii) we will engage counsel
to issue a blanket opinion to our transfer agent regarding the
amendment shares once the related registration statement is
declared effective.  In consideration for Cantone Asset agreeing
to the amendment, we agreed to adjust the exercise price of their
warrant to $0.28 per share.  The issuance of shares pursuant to
the amendment is subject to our receipt of NYSE AMEX approval and
Shareholder Approval.  If we do not receive Shareholder Approval,
the exercise price of the warrants will still be effective, but we
will have to pay the consulting fee in cash.

"On September 15, 2009, we also issued a Convertible Promissory
Note to St. George.  On February 16, 2010, we entered into a
Waiver of Default agreement ("February 16 Waiver") with St. George
pursuant to which: (i) St. George waived all defaults through
May 15, 2010, and agreed not to accelerate the amounts due under
the Note before May 15, 2010, and (ii) St. George shall exercise
their Warrant to purchase 140,000 shares of our common stock at
$0.65 per share.  In consideration for this waiver, we agreed to
pay St. George a default fee equal to $50,000, which shall be
added to the balance of the Note effective as of the February 16,
2010.  If we fail to comply with the terms of the February 16
Waiver, the February 16  Waiver shall be immediately withdrawn,
deemed to have never been given and the occurrence of default
shall again be effective, pursuant to which St. George can declare
the outstanding balance of their note immediately due and payable.

                   About Radient Pharmaceuticals

Headquartered in Tustin, California, Radient Pharmaceuticals
Corporation, formerly AMDL, Inc., is an integrated pharmaceutical
company devoted to the research, development, manufacturing, and
marketing of diagnostic, and premium skin care products.

At September 30, 2009, the Company had $26,160,438 in total assets
against $4,927,694 in total liabilities.  The September 30 balance
sheet showed strained liquidity: The Company had $246,048 in total
current assets against $2,950,658 in total current liabilities.

                  Going Concern Qualification

On April 15, 2009, Radient Pharmaceuticals (formerly AMDL, Inc.)
filed with the SEC an Annual Report on Form 10-K in which included
an audit opinion with a "going concern" explanatory paragraph
which expresses doubt, based upon current financial resources, as
to whether AMDL can meet its continuing obligations without access
to additional working capital.

On December 11, 2009, Radient entered into a Waiver of Default
agreement with St. George Investments, LLC, pursuant to which St.
George waived all defaults under a 12% promissory note in the
principal amount of $555,555.56 through February 1, 2010 and
agreed not to accelerate any amounts due under the St. George Note
before February 1, 2010.


RECKSON OPERATING: Fitch Assigns 'BB+' Rating on $250 Mil. Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the $250,000,000
senior unsecured notes offered by Reckson Operating Partnership,
L.P. Reckson, a wholly-owned subsidiary of SL Green Operating
Partnership, L.P., with SL Green OP and SL Green Realty Corp., as
co-obligors, has completed its offering of $250,000,000 aggregate
principal amount of 7.75% senior unsecured notes due March 15,
2020.

The obligations under the Notes will be joint and several
obligations of Reckson, SL Green OP and SL Green Realty Corp., all
of whose Issuer Default Ratings are 'BB+'.  The Rating Outlook is
Stable.

The net proceeds from the offering are expected to be used to fund
SL Green Realty Corp.'s concurrent tender offer for certain
outstanding notes of Reckson and SL Green OP.  The remaining
proceeds, if any, are expected to be used for general corporate
purposes and/or working capital purposes.

Formed in 1980, SL Green is a self-administered and self-managed
real estate investment trust that predominantly acquires, owns,
repositions and manages Manhattan office properties.
Substantially all of SLG's assets are held by, and all of its
operations are conducted through, SL Green OP.  SL Green Realty
Corp. is the sole managing general partner of the economic
interests in the operating partnership.


REDDY ICE: Completes $300-Mil. Refinancing of Outstanding Debt
--------------------------------------------------------------
Reddy Ice Holdings Inc. has completed financing transactions that
refinance substantially all of its outstanding debt.  Reddy Corp
closed its offering of $300 million aggregate principal amount of
11.25% Senior Secured Notes due 2015 to qualified institutional
buyers in the United States pursuant to Rule 144A and outside the
United States pursuant to Regulation S under the Securities Act of
1933, as amended.  The issue price was 100% of the principal
amount of the First Lien Notes.

Reddy Corp. used the proceeds from the sale of the First Lien
Notes to refinance its existing indebtedness, including all
outstanding indebtedness under Reddy Corp's existing credit
facility, and to pay estimated fees and expenses in connection
with the transactions, with the balance retained for general
corporate purposes.

Reddy Corp has also issued $137.6 million aggregate principal
amount of 13.25% Senior Secured Notes due 2015 to qualified
institutional buyers in the United States pursuant to Rule 144A
and institutional "accredited investors" as defined in Rule 501(a)
under the Securities Act in connection with the exchange offer and
consent solicitation by Reddy Corp for the Company's outstanding
10 1/2% Senior Discount Notes due 2012.  In connection with the
issuance of the Second Lien Notes, $136.9 million in aggregate
principal amount of the Old Notes were exchanged.  Upon the
issuance of the Second Lien Notes, the amendments to the indenture
governing the Old Notes contained in the supplemental indenture
dated March 3, 2010, between the Company and U.S. Bank National
Association became operative.

Finally, the Company announced today that Reddy Corp has entered
into a credit agreement with the lenders party thereto and
JPMorgan Chase Bank, N.A., as administrative agent.  The Credit
Agreement provides for a new $35 million revolving credit facility
which may be used by Reddy Corp for working capital and general
corporate purposes.  Under the Credit Agreement, Reddy Corp has
the right to request the aggregate commitments to be increased to
$50 million, provided certain conditions are met.  None of the
lenders are obligated to provide such additional commitments.

                           About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name. Its
principal product is ice packaged in seven to 50 pound bags,
which it sells to a diversified customer base, including
supermarkets, mass merchants and convenience stores.  As of
March 6, 2009, the company owned or operated 58 ice manufacturing
facilities, 67 distribution centers and approximately 3,100 Ice
Factories.

                          *     *     *

According to the Troubled Company Reporter on Feb. 23, 2010,
Moody's Investors Service assigned a B1 rating to Reddy Ice
Corporation's (a wholly owned subsidiary of Reddy Ice Holdings,
Inc.) proposed $300 million first lien senior secured notes due
2015.  The company plans to use proceeds from the first lien notes
to refinance its existing $240 million senior secured term loan
due 2012 and for general corporate purposes.


REVLON INC: Consumer Products Unit Closes Refinancing of Loans
--------------------------------------------------------------
Revlon Consumer Products Corporation, the wholly owned operating
subsidiary of Revlon, Inc., on March 11, 2010, consummated the
refinancing of its existing bank credit facilities.

The refinancing extends the maturity of RCPC's existing credit
facilities, which were scheduled to mature in January 2012.  With
the new 5-year term loan facility -- 2010 Term Loan Facility --
the maturity of RCPC's existing term loan facility is extended
from January 15, 2012 to March 11, 2015.  Also, with the new
asset-based, multi-currency revolving credit facility, the
maturity of RCPC's existing 2006 revolving credit facility is
extended from January 15, 2012 to March 11, 2014.

As part of this refinancing, RCPC's existing term loan facility,
which had $815 million aggregate principal amount outstanding at
December 31, 2009, was refinanced with a 5-year, $800 million term
loan facility under an amended and restated term loan agreement
dated as of March 11, 2010 -- 2010 Term Loan Agreement -- among
RCPC, as borrower, the lenders party thereto, Citigroup Global
Markets Inc.; J.P. Morgan Securities Inc.; Banc of America
Securities LLC; and Credit Suisse Securities (USA) LLC, as the
joint lead arrangers, CGMI, JPM Securities, BAS, Credit Suisse and
Natixis, New York Branch, as joint bookrunners, JPMorgan Chase
Bank, N.A. and Bank of America, N.A. as co-syndication agents,
Credit Suisse and Natixis as co-documentation agents, and Citicorp
USA, Inc. as administrative agent and collateral agent.

The refinancing also included refinancing RCPC's 2006 revolving
credit facility, which had nil outstanding borrowings at
December 31, 2009, with the a 4-year, $140 million asset-based,
multi-currency 2010 Revolving Credit Facility under an amended and
restated revolving credit agreement dated as of March 11, 2010,
among RCPC, as borrower, the lenders party thereto, CGMI and Wells
Fargo Capital Finance, LLC, as the joint lead arrangers, CGMI,
WFS, BAS, JPM Securities and Credit Suisse, as joint bookrunners,
and CUSA as administrative agent and collateral agent.

RCPC used the $786 million of proceeds from the 2010 Term Loan
Facility, which was drawn in full on the March 11, 2010 closing
date and issued to lenders at 98.25%, plus approximately
$31 million of available cash and approximately $20 million drawn
on the 2010 Revolving Credit Facility to refinance in full the
approximately $815 million of outstanding indebtedness under its
existing term loan facility, to pay approximately $7 million of
accrued interest and to pay approximately $15 million of fees and
expenses incurred in connection with consummating the 2010
Refinancing.

The 2010 Credit Facilities are guaranteed and secured by
substantially the same respective collateral packages and
guarantees that secured the facilities under RCPC's 2006 credit
facilities, including being supported by, among other things,
guarantees from Revlon, Inc. and, subject to certain limited
exceptions, Products Corporation's domestic subsidiaries.  RCPC's
obligations under the 2010 Credit Facilities and the obligations
under such guarantees are secured by, subject to certain limited
exceptions, substantially all of the assets of RCPC and the
guarantors, including: (i) mortgages on owned real property,
including RCPC's facility in Oxford, North Carolina; (ii) the
capital stock of RCPC and the subsidiary guarantors and 66% of the
voting capital stock and 100% of the non-voting capital stock of
RCPC's and the subsidiary guarantors' first-tier, non-U.S.
subsidiaries; (iii) intellectual property and other intangible
property of RCPC and the subsidiary guarantors; and (iv)
inventory, accounts receivable, equipment, investment property and
deposit accounts of RCPC and the subsidiary guarantors.

Under the 2010 Term Loan Facility, Eurodollar Loans bear interest
at the Eurodollar Rate plus 4.00% per annum -- provided that in no
event shall the Eurodollar Rate be less than 2.00% per annum --
and Alternate Base Rate loans bear interest at the Alternate Base
Rate plus 3.00% per annum -- provided that in no event shall the
ABR be less than 3.00% per annum.  Borrowings under the 2010
Revolving Credit Facility bear interest at a rate equal to, at
Products Corporation's option, either (i) the Eurodollar Rate plus
3.00% per annum or (ii) the Alternate Base Rate plus 2.00% per
annum.

Further details regarding the refinancing transactions are
available at no charge at http://ResearchArchives.com/t/s?5a90

Revlon has reported net income of $48.8 million for the year ended
December 31, 2009, from net income of $57.9 million for 2008 and a
net loss of $16.1 million for 2007.  Net sales were $1.295 billion
for 2009 from $1.346 billion for 2008 and $1.367 billion for 2007.

At December 31, 2009, the Company had total assets of
$794.2 million against total current liabilities of
$309.3 million, long-term debt of $1.127 billion, long-term debt
of affiliates of $58.4 million, redeemable preferred stock of
$48.0 million, long-term pension and other post-retirement plan
liabilities of $216.3 million, and other long-term liabilities of
$68.0 million; resulting in stockholders' deficiency of
$1.033 billion.

A full-text copy of Revlon's annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?5a91

                         About Revlon Inc.

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

At September 30, 2009, Revlon had $802.0 million in total assets
against total current liabilities of $315.2 million, long-term
debt of $1.147 billion, long-term debt - affiliates of
$107.0 million, long-term pension and other post-retirement plan
liabilities of $209.3 million, other long-term liabilities of
$66.1 million, resulting in $1.04 billion in stockholders'
deficiency.  At September 30, 2009, the Company had a liquidity
position of $173.2 million, consisting of cash and cash
equivalents (net of any outstanding checks) of $59.7 million, as
well as $113.5 million in available borrowings under the 2006
Revolving Credit Facility.


ROCKIES EXPRESS: Moody's Assigns 'Ba1' Rating on Senior Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 (LGD 4; 55%) rating to
Rockies Express Pipeline LLC's pending offering of up to
$1.7 billion of unguaranteed senior unsecured notes.  Moody's
affirmed REX's Ba1 Corporate Family Rating, Ba1 Probability of
Default Rating and Ba1 (LGD 4; 55%) rating on $1.3 billion of
senior unsecured unguaranteed notes maturing 2013 ($500 million),
2018 ($550 million), and 2038 ($250 million).  The rating outlook
is stable.

Note proceeds will repay borrowings under REX's partner guaranteed
Baa2 rated $2 billion construction loan credit facility maturing
April 28, 2011.  Borrowings under that facility totaled
$1.673 billion at year-end 2009 and $1.545 billion as at March 16,
2010.  Moody's would withdraw the construction facility rating
when it is retired.

REX is a 1,800,000 Dth per day natural gas pipeline owned by
subsidiaries of Kinder Morgan Energy Partners, L.P. (Baa2;
negative outlook), Sempra Energy ( Baa1; stable) and
ConocoPhillips (A1; stable).  KMP operates and owns 50% of REX and
Sempra and ConocoPhillips each own 25%.  Approximately 81% of
REX's firm capacity is under long-term contract with investment
grade shippers.  One of those shippers has the option to reduce
its commitment by 200,000 Dth in November 2014.  If that option is
exercised, capacity under long-term contracts at current tariffs
with investment grade shippers would fall to 70% of total
capacity.

The ratings reflect REX's pro-forma debt structure which consists
of non-amortizing debt and sustained leverage higher than Moody's
believe compatible with an investment grade rating, particularly
in view of ongoing shifts within North American gas markets.  REX
would ultimately carry $3 billion in senior unsecured bond debt,
rendering leverage of 5.4x to 5.6x Debt/EBITDA at REX's forecasted
earnings levels.  Since the current policy is for all cash flow
after maintenance capital spending to be up-streamed to the
partners, there would be no debt reduction and tapering of
financial risk in concert with, by definition, rising business
uncertainty in ensuing years.  REX's tariffs were largely
negotiated before the scale of the coming surge in that gas shale
production was visible and before REX's approximately $2.5 billion
in construction cost overruns.

The Ba1 ratings are supported by fixed tariffs on approximately
97% of REX's pipeline capacity, low expected capital spending
needs in the initial years after construction and the fact that,
though REX's centrality to solving the need to meet growing U.S.
gas demand is likely diminished, REX nevertheless will remain an
important gas pipeline.  REX currently benefits from firm capacity
contracts on approximately 97% of its throughput capacity, with
approximately 81% of its capacity under contract with investment
grade shippers.

Given dynamic changes in the North American natural gas market
after REX was originally conceived and its tariffs locked in, the
range of possible long-term demand outcomes for specific gas
pipelines directly serving gas producing basins is significantly
wider than in the past.  The center of gravity of production
growth has shifted to the east of the Rockies and imported
liquefied natural gas appears set to play a somewhat larger role
than in the past in meeting U.S. gas needs.  The surge in major
high-deliverability gas shale plays in the MidContinent,
North/East Texas, Northern Louisiana and, on the door step of
REX's prime consuming markets, the Marcellus Shale in the
Appalachian Basin, give consumers more sources of gas and could
cause gas Rockies producers to consider whether some capital
spending should be reallocated to other basins and whether to
shift some of their future firm pipeline capacity needs to
westward flowing lines.

The last rating action was on March 12, 2010, when Moody's
downgraded REX's senior unsecured note ratings to Ba1 from Baa3
and assigned a Ba1 Corporate Family Rating.

Rockies Express LLC is headquartered in Houston, Texas.  It is a
1,679 mile, 1,800,000 Dth per day natural gas line running Rocky
Mountain gas production from Wyoming to the eastern border of
Ohio.


ROCKY MOUNTAIN: Faces Illegal Exporting Charges
-----------------------------------------------
Business Journal of Denver reports says U.S. attorney for Colorado
David Gaoutte charged before the U.S. District Court in Denver,
Rocky Mountain Instrument Inc. for illegal exporting of prisms and
technical optics data with military applications without proper
State Department permits to China, Russia, Turkey and South Korea.

Lafayette, Colorado-based Rocky Mountain Instrument Inc. is a
high-tech optics company.  The Company and its laser subsidiary
makes a variety of photonics products for industry and defense
use, including optics that defense giant Lockheed Martin Corp.
planned to use in its F-22 fighter currently under development.
TheCompany has offices in Russia and South Korea in addition to
its Lafayette site.

The Company filed for Chapter 11 protection on June 23, 2009
(Bankr. D. Col. Case No.: 09-22368).  Christian C. Onsager, Esq.,
represents the Debtor in its restructuring efforts.  The Company
listed assets of less than $50,000 and liabilities of between
$1 million and $10 million.


RUMJUNGLE - LAS VEGAS: Files for Chapter 11 Protection
------------------------------------------------------
Rumjungle - Las Vegas LLC, doing business as Rumjungle Nightclub,
has filed for Chapter 11 bankruptcy, listing a disputed
$1.1 million in rent owed to Mandalay Bay among its liabilities.
According to ktnv.com, the nightclub's business has been hurt
since Mandalay Bay opened the Eye Candy lounge.  Rumjungle is
arguing the lounge violates a contract allowing Rumjungle to be
the sole nightclub on the property.


RUMJUNGLE - LAS VEGAS: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Rumjungle - Las Vegas LLC,
        A Nevada Limited Liability Company
          dba Rumjungle
        Attn: Neil Faggen, Esq.
        16400 N.W.2nd Ave., #200
        Miami, FL 33169

Bankruptcy Case No.: 10-14228

Type of Business: Rumjungle owns a nightclub in Las Vegas, Nevada

Chapter 11 Petition Date: March 16, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Debtor's Counsel: Nancy L. Allf, Esq.
                  Law Office Of Nancy L. Allf
                  415 S. Sixth Street, Ste. 200f
                  Las Vegas, NV 89101
                  Tel: (702) 671-0070
                  Fax: (702) 671-0165
                  Email: Nancy.Allf@gmail.com

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

Estimated Debts: $50,001 to $100,000

According to the schedules, the Company has assets of $12,000,094,
and total debts of $1,149,438.

The petition was signed by Neil Faggen, the company's manager.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
All Employees              Wages                  $5,000

Avero                      Technology vendor      $2,565
                           for online reporting
                           of sales

Chef Executive Supplies    Glassware supply       $479
                           company

Dynamic Synergy Corp.      Executive search       $3,905
                           firm

Fortessa, Inc.             China, glass and       $2,491
                           silver vendor

Freed's Boulevard Bakery,  Supplies               $471
Inc.

Hospitality Services, Inc. Customer service       $675
                           provider

Jay's Sharpening Service   Trade debt             $477

Lloyd's Refrigeration      Refrigeration          $935
                           services

Mandalay Bay               Minimum percentage     $1,100,000
c/o Brownstein Hyatt       rent claimed due under
Farber Schreck             lease for 2009
Attn: Todd Bice, Esq.
100 City Parkway, #1600
Las Vegas, NV 89106

Mandalay Bay               Telephone Hood         $5,284
Mandalay Resort Group      cleaning

Micros Retail Systems,     Maintenance contract   $2,769
Inc.

Mission Industries         Linen service          $6,946

One Stop                   Trade debt             $596

Open Table, Inc.           Reservation website    $1,270
Payment Lockbox

Print Las Vegas            Printing services      $713

Southwest Air              Service on air         $4,178
Conditioning Service,      conditioning
Inc.

State Restaurant           Supplies               $1,841
Equipment

Terrisa & Company          Entertainment          $3,800

Vegas Bar & Restaurant     Trade debt             $1,759
Supply

                            Headlines


SAIGON VILLAGE: Promises to Pay Unsecureds from Sale Proceeds
-------------------------------------------------------------
Saigon Village, LLC, filed with the U.S. Bankruptcy Court for the
District of California a Disclosure Statement explaining the
proposed Plan of Reorganization.

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

According to the Disclosure Statement, the Plan provides for
payment of claims through a process of: (1) performing tenant
improvements at the property to permit the units to become move-in
ready for prospective tenants and purchasers; (2) lease the
improved units to currently waiting and other new third party
tenants; and (3) market and sell condominiums during the term
of the Plan.  The Plan will permit Debtor to simultaneously obtain
increased cash flow from the property while also selling certain
units, both of which will permit Debtor to pay creditors during
the term of the Plan.  The Debtor has engaged Collier's
International to assist with the sale or lease of the property.

Under the Plan, the Debtor will use the seized funds to make
tenant improvements, to pay claims in Clases A and B, and to make
interest payments.  The Debtor will also fund the Plan from any
net litigation proceeds, and likewise contemplates payment of
certain claims and Plan expenses from available cash.

                       Treatment of Claims

Class A and B claims will be paid in full, in cash, on the
effective date, unless other treatment is agreed upon.  If a claim
is disputed, Debtor will set aside and reserve sufficient funds to
satisfy the claim if subsequently allowed.

In the event that all claims are paid in full, Class G members,
comprised of two members of Debtor, will retain their interests
without impairment.

Class C-1 Disputed Claim of East West Bank -- will be treated as a
Class F-1 claim in the event the Bankruptcy Court determines that
the lien claim of East West Bank is not secured.

Class C-2 Alameda County Tax Collector -- the Plan did not specify
the percentage of recovery for Class 2 claimants.  The payment of
claims will be derived from the seized funds or sale of any
property subject to a lien for payment of taxes.

The Plan did not have a specified percentage recovery for claims
by Class D Option Purchasers, Class E Tenant Deposits, and Class
F-1 East West Bank (Unsubordinated).

Class F-2 Unsecured Claims excluding East West Bank ($1,330,792) -
- will be paid, pro rata, semi-annually, after payment of the
Class C Claims, from net profits and from sale of condominium
units at the property, subject to the same tenant improvement
retention specified with respect to treatment of Class C Claims.

Class F-3 Unsecured Claim of East West Bank -- will not receive a
dividend from the monies paid by East West Bank to the Debtor.

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

                       About Saigon Village

Milpitas, California-based Saigon Village, LLC, filed for Chapter
11 bankruptcy protection on December 3, 2009 (Bankr. N.D. Calif.
Case No. 09-60597).  Lawrence A. Jacobson, Esq., at Law Offices of
Cohen and Jacobson 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.


SALANDER-O'REILLY: Owner Pleads Guilty to Art Fraud
---------------------------------------------------
Philip Boroff and Karen Freifeld at Bloomberg News report that
Lawrence B. Salander pleaded guilty of art fraud in Manhattan
state court on March 18.

According to the report, State Supreme Court Justice Michael Obus
said Mr. Salander, 60, will be sentenced to a maximum of 6 to 18
years in prison.  Mr. Salander also must pay restitution of
$120 million, according to Justice Obus.

Bloomberg relates that Mr. Salander's dozens of victims include
tennis star John McEnroe and Earl Davis, the son of modernist
painter Stuart Davis.

Meanwhile, according to Bloomberg, Robert Feinstein, Esq., a
lawyer who represents unsecured creditors in the gallery's Chapter
11 case said they are on advanced negotiations with Christie's
International about a consignment.

                      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.


SARATOGA RESOURCES: Has $487 Million Year-End Proved Reserves
-------------------------------------------------------------
Saratoga Resources, Inc.'s year-end 2009 net proved reserves, as
of January 1, 2010, using NYMEX strip pricing at close-of-business
on December 31, 2009, and Society of Petroleum Engineering
methodology, of 8.3 million barrels of oil ("MMBO") and
65.5 billion cubic feet of gas ("BCFG"), or 115.5 billion cubic
feet of gas equivalent ("BCFE"), with a net present value of
future cash flow, discounted at 10% ("PV10"), of $487 million.  In
addition, the Company announced year-end probable reserves of 3.9
MMBO and 46.7 BCFG, or 70.5 BCFE, with PV10 of $235 million, and
possible reserves of 14.4 MMBO and 105.6 BCFG, or 191.9 BCFE, with
PV10 of $446 million.  In summary, Saratoga's 3P net reserves
amount to 377.9 BCFE with PV10 of $1.17 billion.

Saratoga has a development inventory of 67 proved developed non-
producing ("PDNP") and 90 proved undeveloped ("PUD")
opportunities, as of January 1, 2010.

Saratoga also announced the successful recompletion of the State
Lease 3762 #1 well in the Vermilion 16 Field in the Middle Miocene
Cibicides 38 reservoir.  The well flowed at a stabilized rate of
3.810 million cubic feet of gas per day ("MMCFPD") with 4 barrels
of oil per day ("BOPD") on a 20/64 inch choke.  In addition,
following a workover of the State Lease 18078 #1 (Tomahawk) well
in Breton Sound Block 32 Field, Saratoga announced that the well
flowed at a rate of 1.250 MMCFPD and 140 BOPD on a 19/64 inch
choke.

Saratoga also announced that it has entered into a natural gas,
crude and processing marketing/administration agency agreement
with Transparent Energy Services, Inc., effective April 1, 2010.

                          Management Comments

Andy C. Clifford, Saratoga's President said, "Saratoga's
development program was scaled back significantly during 2009 due
to lower commodity prices at the beginning of the year, extreme
weather conditions in the last quarter, and our bankruptcy filing.
Despite this, we have been able to maintain our production levels
and expect to exceed our projections by year-end.  Field studies
have yielded significant reserve adds and we now have a deep
inventory of development options from which to choose.  Recent
successes, such as those at Vermilion 16 and in Breton Sound 32,
demonstrate that Saratoga has an array of development options, in
addition to our drilling inventory of 26 proved development wells,
in our three main fields - Grand Bay, Main Pass 46 and Vermilion
16."

                      About Saratoga Resources

Saratoga Resources Inc. (OTCBB: SROEQ) is an independent
exploration and production company with offices in Houston and
Covington.  Saratoga engages in the acquisition and development of
oil and gas producing properties that allow the Company to grow
through low-risk development and risk-managed exploration.
Saratoga operates 14 fields in Louisiana and Texas with 106 active
producing wells.  Current net production is roughly 3,000
barrels of oil equivalent per day -- BOEPD -- with 70% oil versus
gas.  Principal holdings cover 37,756 gross (34,246 net) acres,
mostly held-by-production, located in the state waters offshore
Louisiana.

Saratoga Resources, Inc., and certain operating subsidiaries filed
on March 31, 2009, voluntary Chapter 11 petitions in the U.S.
Bankruptcy Court for the Western District of Louisiana in
Lafayette, Louisiana.  Saratoga is being advised by its legal
counsel, Adams & Reese LLP; its investment banker, Pritchard
Capital Partners LLC; and its financial advisor, Ambrose
Consulting LLC.

The case is In Re Harvest Oil and Gas, LLC (Bankr. W.D. La. Lead
Case No. 09-50397).  Robin B. Cheatham, Esq., at Adams & Reese
LLP, represents the Debtors in their restructuring effort.  The
Debtors listed between $100 million and $500 million each in
assets and debts.


SCHUCK-BAYMEADOWS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Schuck-Baymeadows, LLC
        358 Eagle Summit
        Rexburg, ID 83440

Bankruptcy Case No.: 10-02088

Chapter 11 Petition Date: March 16, 2010

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

Debtor's Counsel: Jason B. Burnett, Esq.
                  GrayRobinson, P.A.
                  50 N. Laura Street, Suite 1100
                  Jacksonville, FL 32202
                  Tel: (904) 598-9929
                  Email: jburnett@gray-robinson.com

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

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

The petition was signed by Brian E. Schuck, the company's sole
member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                    Petition
  Debtor                               Case No.      Date
  ------                               --------      ----
Villa Sangria-Baymeadows, LLC          10-02090     3/16/10
   Assets: $10 million to $50 million
   Debts:  $1 million to $10 million

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
A1 Orange Cleaning         Window cleaning        Unknown
Service
PO Box 555704
Orlando, FL 32855

Advanced Wiring Services   Lighting replacement   $782

Aquatic System, Inc.       Pond maintenance       $126

AT&T                       Phone, security        Unknown
PO Box 105262              system, and fire
Atlanta, GA 30348          alarm monitoring

Black Gold Asphalt, Inc.   Asphalt repair         Unknown
PO Box 47316
Jacksonville, FL 32247

C.S.S. Landscaping, Inc.   Landscape and          $1,535
                           Irrigation services

CEMEX                      Ceiling tiles          $45

Colliers Arnold            Property Management    $5,618


Colliers Dickinson         Leasing Agent          $873

Ferber Roofing             Roof repair/           $14,000
                           replacement

Fire Fighters Equipment    Annual Fire            $1,027
Co.                        Monitoring

JEA                        Utility service        $22,890

Lamp Sales Unlimited,      Light bulbs/lamps      $111
Inc.

Luce Forward, Attorneys    Legal services         $28,119

McKendree's                Plumbing maintenance/  $5,704
Plumbing & Heating         repair

Metro Property Services                           $4,765

North American Clean       Day porter             $1,270
Sweeps

Pappas Metcalf Jenks &     Legal services         $66
Miller

Pest Express               Pest control services  $3,900

Stripe Rite Pavement       Pavement painting      Unknown
Marking
PO Box 57822
Jacksonville, FL 32241


SEQUENOM INC: Posts $71 Million Net Loss in 2009
------------------------------------------------
Sequenom, Inc., filed its annual report on Form 10-K, showing a
net loss of $71.0 million on $37.9 million of revenue for the year
ended December 31, 2009, compared with a net loss of $44.2 million
on $47.1 million of revenue for 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$86.6 million in assets and $23.0 million of debts, and
$63.7 million of stockholders' equity.

Ernst & Young, LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010.

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

               http://researcharchives.com/t/s?5a6c

San Diego, Calif.-based Sequenom, Inc. is a molecular diagnostic
testing and genetics analysis company committed to providing
products, services, diagnostic testing, applications and genetic
analysis products that translate the results of genomic science
into solutions for biomedical research, translational research,
molecular medicine applications, and agricultural, livestock, and
other areas of research.  The Company's development and
commercialization efforts in various diagnostic areas include
noninvasive women's health related and prenatal diagnostics, age-
related macular degeneration diagnostics, oncology, infectious
diseases, and other disorders and diseases.


SEQUENOM INC: Ernst & Young Raises Going Concern Doubt
------------------------------------------------------
Ernst & Young LLP of San Diego, California, has expressed
substantial doubt against Sequenom Inc.'s ability as a going
concern.  The auditor noted that the Company has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010.

According to its annual report on Form 10-K, the Company incurred
a net loss of $71.01 million on revenue of $37.86 million for 12
months ended Dec. 31, 2009, compared with a net loss of $44.15
million on revenue of $47.15 million for 2008.

The Company's balance sheet at December 31, 2009, showed
$86.6 million in total assets, $17.4 million in total current
liabilities, $5.5 million long-term liabilities for a
$63.6 million stockholders' equity.  Accumulated deficit has
reached $597.29 million.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?5a64

Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics
analysis company.  The Company is focused on providing products,
services, diagnostic testing, applications and genetic analysis
products that translate the results of genomic science into
solutions for biomedical research, translational research,
molecular medicine applications, and agricultural, livestock and
other areas of research.


SIGNATURE JEWELERS: Files for Chapter 11 Bankruptcy in Nashville
----------------------------------------------------------------
Getahn Ward at The Tennessean reports that Signature Jewelers Inc.
filed for bankruptcy under Chapter 11 in the U.S. Bankruptcy Court
in Nashville, listing assets of $362,506, and liabilities of
$1.6 million.  The company is a jewelry retailer.


SPA CHAKRA: Hercules Says It Has Acquired All Assets
----------------------------------------------------
Hercules Technology Growth Capital, Inc.' newly formed entity, Spa
Chakra Acquisition Corp., has successfully acquired, through a
reorganization, all of the assets of Spa Chakra, Inc., and all of
its international subsidiaries and operations.  Spa Chakra(TM) is
a global premium luxury provider of comprehensive health and
wellness care that integrates conventional and holistic methods of
care and treatment.

Under the new organization, Spa Chakra Acquisition Corp., Spa
Chakra will continue to operate and maintain all normal business
operations, both domestically and internationally.  Spa Chakra's
clients will continue to experience the five-star luxury offering
of service they expect and have enjoyed in the past.

"We have worked very hard over the course of the last few months
to ensure the long term success of Spa Chakra and its
international operations.  The successful acquisition of the Spa
Chakra business is a testament to our support and belief in the
company's growth potential, and we turn our attention to
rebuilding and growing Spa Chakra to be a global premium provider
of comprehensive health and wellness centers," said Manuel A.
Henriquez, co-founder, chairman and chief executive officer of
Hercules.

"While we recognize that Spa Chakra has had several near-term
challenges, we nonetheless remain steadfast in our commitment to
restore the company to its rightful leadership position as one of
the leading premium luxury spa and wellness providers worldwide.
Hercules remains supportive and committed to the company's vision,
and we look to expand the spa network, working with our
distinguished hotel and luxury brand partners, which have both
been very supportive throughout this process.  Hercules recognizes
the investment potential within the company and plans to work side
by side with Spa Chakra's management team to execute on its growth
strategy as it completes its reorganization and ensures that its
clients continue to receive the premium service they have come to
appreciate and enjoy from Spa Chakra and Spa Chakra Guerlain's
unique offering," concluded Mr. Henriquez.

Hercules plans to grow the company and expand the management team
over the coming weeks and months as it looks to expand Spa Chakra.
As part of the acquisition, Hercules will hold the majority of the
Board of Director seats in the company and will be working
diligently with management to ensure Spa Chakra maintains the
company's high level of quality and customer service as well as
minimizing any disruptions to the business as the transition is
completed during the coming weeks.  Spa Chakra, Inc. and its
domestic subsidiaries filed voluntary petitions for protection
under Chapter 11 on December 11, 2009.  At that time, Hercules
provided financing to such entities which were used to fund normal
business operations during the sale process.  Hercules' initial
investment in Spa Chakra, Inc. and its subsidiaries occurred in
June 2008.

                     About Hercules Technology

Hercules Technology Growth Capital, Inc. is a NASDAQ traded
specialty finance company providing debt and equity growth capital
to technology and life science companies at all stages of
development. Founded in December 2003, the company primarily
finances privately held companies backed by leading venture
capital and private equity firms.  Hercules invests in a broad
range of ventures active in technology and life science industries
and offers a full suite of growth capital products at all levels
of the capital structure.  The company is headquartered in Palo
Alto, Calif. and has additional offices in the Boston, Boulder and
Chicago areas.  Providing capital to publicly-traded or privately-
held companies backed by leading venture capital and private
equity firms involves a high degree of credit risk and may result
in potential losses of capital.

                      About Spa Chakra, Inc.

Initially founded in 1998 in Australia, Spa Chakra has continued
to expand both domestically and overseas.  Uniquely positioned in
the marketplace, Spa Chakra has developed an award winning network
of 16 luxury spas worldwide.  Spa Chakra represents leading high-
end luxury cosmetic and spa brands and is recognized as one of the
top spa operators in the world.

The Company filed a balance sheet showing assets of $28.4 million
and debt totaling $22.9 million.  The largest liability is a
$11.1 million loan from Hercules.

Spa Chakra, Inc., said it is proceeding towards a sale of
substantially all of its assets to Hercules Technology Growth
Capital.  As part of the process to successfully complete the
sale, Spa Chakra has filed for protection under Chapter 11 of the
U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York
(Bankr. S.D.N.Y. Case No. 09-17260).


SUN COUNTRY: Transatlantic Service May Affect Industry
------------------------------------------------------
Sun Country Airlines on Monday announced new international service
between the Twin Cities of Minneapolis/St. Paul and London,
England.  The new flights will operate weekly from June 11 through
August 15 departing the Twin Cities on Fridays with a midday
return from London-Stansted airport on Sundays.  The seasonal
service will operate with an intermediate stop and offer both
first class and coach seating on Sun Country's Boeing 737-800
aircraft.  Flights will be on sale beginning Monday, March 15, on
SunCountry.com or by calling 1-800-FLY-NSUN.

"London is a great summer destination and we are looking forward
to providing customers with a new way across the Atlantic. In
addition, London's Stansted airport is one of the best connection
points to the continent with numerous flights on Europe's leading
low-fare airlines Ryanair and easyJet," said Stan Gadek, Sun
Country president and CEO.  "We're expanding our Hometown Airline
this summer to give our customers a familiar, convenient and
value-based choice across the Atlantic.  We're excited to operate
this new route and we think our passengers will be thrilled as
well by the savings and high level of attention and award winning
service that Sun Country is known for."

Sun Country said London Stansted is Britain's third busiest
airport and the fastest-growing major airport in Europe.  Located
on the northeast side of London, the airport serves nearly
23 million passengers a year and provides access to 162
destinations and 34 countries.

                           *     *     *

The Deal.com's Lou Whiteman says legacy airlines on both sides of
the Atlantic will be watching Sun Country's transatlantic service
with great interest.  Mr. Whiteman points out that U.S. legacy
airlines -- buffetted by discounters that have steadily eroded
margins on domestic flying -- look to international routes for
profits that help them postpone an overdue consolidation in the
sector.

"Even a mildly successful result will draw other discounters,
putting perhaps a permanent dent in international fares and in
business plans built around higher-margin overseas flying," Mr.
Whiteman writes.

"All of which would give the industry one less place to hide from
the fundamental truth that there are simply too many domestic
airlines in the U.S., offering service differentiated only by a
stopover in Cleveland instead of one in Detroit," Mr. Whiteman
continues.  "Continental might finally warm to constant overtures
by UAL Corp.'s (NYSE:UAUA) United Airlines Inc. US Airways Group
Inc. (NYSE:LCC), meanwhile, could find it easier to convince a
would-be suitor of the benefits of doing a deal designed primarily
to eliminate capacity and a competitor from the skies."

                    About Sun Country Airlines

Sun Country Airlines (MN Airlines, LLC, d.b.a. Sun Country
Airlines) -- http://www.SunCountry.com/-- is based in St. Paul,
Minnesota.  The airline flies to popular destinations in the U.S.,
Mexico and the Caribbean.

Sun Country Airlines and its debtor-affiliates Petters Aviation
LLC and MN Airline Holdings Inc. filed separate petitions for
Chapter 11 relief on Oct. 6, 2008 (Bankr. D. Minn. Lead Case No.
08-45136).  Brian F. Leonard, Esq., Matthew R. Burton, Esq., at
Leonard O'Brien et al., represented the Debtors as counsel.  When
Petters Aviation LLC filed for protection from its creditors, it
listed assets of $50 million and $100 million, and the same range
of debts.


TACO DEL MAR: Gets Final OK to Access Lenders' Cash Collateral
--------------------------------------------------------------
The Hon. Thomas T. Glover of the U.S. Bankruptcy Court for the
Western District of Washington, in a final order, authorized Taco
Del Mar Franchising Corp. to use the cash collateral of Banner
Bank and a prior security interest over Canadian royalties and
franchise fees in favor of Regge Egger.

As reported in the Troubled Company Reporter on February 9, 2010,
the Debtor has a $450,000 debt outstanding to Banner Bank; and
$100,000 secured debt outstanding to Regge Egger, secured, with an
additional of $50,000 unsecured debt.

The Debtor would use the cash collateral to fund its Chapter 11
case, pay suppliers and other parties.  The Debtors' authority to
access the cash collateral will expire on May 7, 2010, or on the
occurrence of an event of default or termination event.

In exchange for using the cash collateral, the Debtor will grant
Banner Bank a monthly payment of up to $5,000.  The Debtor will
also grant the secured creditors security interests and liens in
and to: (a) all proceeds from the disposition of all or any
portion of the prepetition collateral, (b) all of the Debtor's
property in its estate of the same kind, type and nature as the
prepetition collateral that is acquired after the Petition Date,
and (c) all proceeds of the foregoing.  If and to the extent the
adequate protection of the interests of secured creditors in the
prepetition collateral granted to TDM proves insufficient, secured
creditors will be entitled to a claim in the amount of any such
insufficiency.

The postpetition security interests will be senior in rank,
priority and right of payment to all other liens on the Debtor's
property in its estate of the same kind, type and nature as the
Prepetition Collateral that is acquired after the Petition Date,
and all proceeds of the foregoing.

                       About Taco Del Mar

Founded in Seattle, Washington, in 1992 by brothers James and John
Schmidt, Taco Del Mar is a quick-service casual restaurant chain
inspired by southern Baja, Mexico, and coastal beach shacks known
for serving some of the tastiest burritos and tacos.  Today, Taco
Del Mar operates in more than 225 locations throughout the U.S.,
Canada and Guam.

Taco Del Mar Franchising Corp. filed for Chapter 11 bankruptcy
protection on January 22, 2010 (Bankr. W.D. Wash. Case No. 10-
10528).  Andrew J Liese, Esq., and George S. Treperinas, Esq., at
Karr Tuttle Campbell, 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.

The Company's affiliate, Conrad & Barry Investments Inc., filed a
separate Chapter 11 petition.


TAILOR MADE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tailor Made Enterprises LLC
          dba The Bluffs at Brush Creek
        10007 Windsor Drive
        Lees Summit, MO 64086

Bankruptcy Case No.: 10-41163

Chapter 11 Petition Date: March 16, 2010

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Arthur B. Federman

Debtor's Counsel: Lydia M. Carson, Esq.
                  Carson Law Center, P.C.
                  6406 E. 87th St. Ste 105
                  Kansas City, MO 64138
                  Tel: (816) 333-1110
                  Email: lydiacarsonlaw@yahoo.com

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

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

According to the schedules, the Company has assets of $5,601,000,
and total debts of $3,196,261.

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

                 http://bankrupt.com/misc/mowb10-41163.pdf

The petition was signed by Tailor Made Enterprises.


TAMALPIAS BANCORP: Gets NASDAQ Notification on Price Requirement
----------------------------------------------------------------
Tamalpais Bancorp has been notified by the NASDAQ Stock Market
that it no longer meets the minimum $1 per share bid price
requirement for continued listing on the NASDAQ Capital Market
under Listing Rule 5550(a)(2).

This notice will not result in the immediate delisting of the
company's common shares from the NASDAQ Capital Market because it
has a grace period of 180 calendar days under the listing rules,
or until September 8, 2010, in which to regain compliance with the
minimum bid price rule.

The letter from NASDAQ, dated March 12, 2010, states that if the
bid price of the company's securities closes at, or above, $1 per
share for at least 10 consecutive business days before
September 8, 2010, NASDAQ will notify the company that the matter
will be closed.

If the company does not regain compliance before September 8,
2010, the Company will receive written notification that its
common stock is subject to delisting.  At such time, the Company
may appeal NASDAQ's determination, which would stay any delisting
action by NASDAQ pending a final decision by a Hearings Panel.
Alternatively, NASDAQ stated that the company may be eligible for
an additional 180-day grace period if it meets the initial listing
standards, with the exception of bid price, for the NASDAQ Capital
Market.

The company is evaluating its options following receipt of this
notification and intends to take appropriate actions in order to
retain the listing of its common stock on NASDAQ.

                        About Tamalpais Bancorp

Tamalpais Bancorp, through its wholly owned subsidiary Tamalpais
Bank, offers business and consumer banking through its seven Marin
County full service branches.  The Company had $629 million in
assets as of December 31, 2009.  Shares of the Company's common
stock are traded on the NASDAQ Capital Market System under the
symbol TAMB.


TAYLOR BEAN: Freddie Mac Submits to Examination Bid
---------------------------------------------------
Bankruptcy Law360 reports that Freddie Mac has agreed to submit to
an examination by Taylor Bean & Whitaker Mortgage Corp. in
connection with mortgages owned by Freddie Mac and serviced by
TBW, though it has reserved the right to object in the course of
the examination, according to Bankruptcy Law360.

                       About Freddie Mac

Based in McLean, Virginia, Freddie Mac (NYSE: FRE)
-- http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  The Company's
participation in the secondary mortgage market includes providing
its credit guarantee for residential mortgages originated by
mortgage lenders and investing in mortgage loans and mortgage-
related securities.  The Company earns management and guarantee
fees for providing its guarantee and performing management
activities (such as ongoing trustee services, administration of
pass-through amounts, paying agent services, tax reporting and
other required services) with respect to issued PCs and Structured
Securities.

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $841.,784 billion, total liabilities of
$837.412 billion, and total equity of $4.372 billion.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and FHFA to continue operating its
business.  The Company received $6.1 billion and $30.8 billion in
June 2009 and March 2009, respectively, pursuant to draw requests
that FHFA submitted to Treasury on the Company's behalf to address
the deficits in the Company's net worth as of March 31, 2009, and
December 31, 2008, respectively.  As a result of funding of the
draw requests, the aggregate liquidation preference on the senior
preferred stock owned by Treasury increased from $14.8 billion as
of December 31, 2008, to $51.7 billion on December 31, 2009.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company
that grew from a small Ocala-based mortgage broker to become one
of the largest mortgage bankers in the United States.  In 2009,
Taylor Bean was the country's third largest direct-endorsement
lender of FHA-insured loans of the largest wholesale mortgage
lenders and issuer of mortgage backed securities.  It also managed
a combined mortgage servicing portfolio of approximately
$80 billion.  The company employed more that 2,000 people in
offices located throughout the United States.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047). Taylor Bean filed under Chapter 11 three weeks
after federal investigators searched its offices.  The day
following the search, the Federal Housing Administration, Ginnie
Mae and Freddie Mac prohibited the company from issuing new
mortgages and terminated servicing rights.

Taylor Bean has more than $1 billion of both assets and
liabilities, and between 1,000 and 5,000 creditors, according to
the bankruptcy petition.


TBS INTERNATIONAL: PwC Raises Going Concern Doubt
-------------------------------------------------
On March 16, 2010, TBS International PLC filed its annual report
on Form 10-K for the year ended December 31, 2010.

PricewaterhouseCoopers LLP, in New York, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company believes it will
not be in compliance with the financial covenants under its credit
facilities during 2010, which under the agreements would make the
debt callable.  "This has created uncertainty regarding the
Company's ability to fulfill its financial commitments as they
become due."

The Company reported a net loss of $67.0 million on $302.5 million
of revenue for the year ended December 31, 2009, compared with net
income of $191.8 million on $611.6 million of revenue for 2008.
Total revenues for 2009 include voyage revenues of $248.0 million,
time charter revenues of $51.2 million and logistics and other
revenues of $3.3 million.

The Company's balance sheet as of Dec. 31, 2009, showed
$953.6 million in assets, $415.9 million of debts, and
$537.7 million of stockholders' equity.

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

                  http://researcharchives.com/t/s?5ab6

Dublin 2, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- is a fully-integrated transportation
service company that provides worldwide shipping solutions to a
diverse client base of industrial shippers.


TELOGY LLC: Electro Wins Auction with $26.7MM Cash Offer
--------------------------------------------------------
Electro Rent Corporation said it is the winning bidder to acquire
the assets of privately held Telogy, LLC, a leading provider of
electronic test equipment that filed for bankruptcy protection
earlier this year, for a stated purchase price of approximately
$26.7 million in cash.  The purchase price will be adjusted based
on changes in Telogy's net accounts receivable, equipment
purchases and equipment sales since September 30, 2009.

The transaction, which is expected to close on or about March 31,
2010, is subject to U.S. Bankruptcy court approval. Electro Rent
said it anticipates realizing substantial cost synergies, as it
integrates Telogy's up-to-date equipment inventory and customer
base, and moves operations to Electro Rent's headquarters from
Northern California.

"Telogy is a highly respected name in our industry, whose business
is extremely complementary to our own," said Daniel Greenberg,
Chairman and CEO of Electro Rent.  "This strategic purchase, which
we expect will be immediately accretive to earnings, will add
measurably to our strong market position by broadening our
equipment base and enhancing our ability to effectively meet the
needs of customers, both existing and new. We are committed to
providing Telogy's customers with the same tradition of service
excellence and responsiveness for which Electro Rent is known.

"The considerable strength of our balance sheet provided us with
the flexibility needed to quickly act on this opportunity. The
investment will serve us well, as we generate increased demand to
grow our business over the long term," Greenberg added.

Union City, California-based Telogy rents, sells and leases new
and used electronic test equipment to aerospace and defense,
wireless communications and computer and semiconductor
manufacturing companies.

Electro Rent Corporation -- http://www.ElectroRent.com/-- claims
to be one of the largest global organizations devoted to the
rental, leasing and sales of general purpose electronic test
equipment, personal computers and servers.

                         Auction Results

Bill Rochelle at Bloomberg News reports Telogy LLC held an auction
on March 16 where the price rose from $16.7 million to a cash bid
of $26.7 million from Electro Rent Corp.  McGrath Rentcorp was the
second highest bidder with $26.2 million cash.

Absent higher and better bids at the auction, McGrath Rent was to
buy Telogy's assets in exchange for (i) the payment of
$16,681,000, subject to adjustments; and (ii) the assumption by
the of certain liabilities.

McGrath, as stalking horse bidder, is entitled to receive a
$500,430 break-up fee and up to $166,810 expense reimbursement
because it was outbid at the auction.

The sale hearing will be held before the Court on March 19, at
9:30 a.m. (ET).

                        About Telogy, LLC

Union City, California-based Telogy, LLC, filed for Chapter 11
bankruptcy protection on January 24, 2010 (Bankr. D. Delaware Case
No. 10-10206).  Donald J. Bowman, Jr., Esq.; Matthew Barry Lunn,
Esq.; and Robert F. Poppiti, Jr., Esq., at Young, Conaway,
Stargatt & Taylor, 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.

The Company's affiliate, e-Cycle, LLC, filed a separate Chapter 11
bankruptcy petition.


THESTREET.COM INC: Discloses SEC Probe on Accounting Irregularity
-----------------------------------------------------------------
TheStreet.com, Inc., said it is the subject of an inquiry by the
Securities and Exchange Commission that began this month.
TheStreet.com said the probe is related to the accounting in its
former Promotions.com subsidiary, which subsidiary the Company
sold in December 2009.

According to a regulatory filing, TheStreet.com said, "[a]s a
result of the need for the Company and its independent registered
public accounting firm to focus attention on matters related to
the Company's previously-announced review of the accounting in its
former Promotions.com subsidiary, which subsidiary the Company
sold in December 2009 -- including matters related to the
preparation and filing by the Company in February 2010 of a Form
10-K/A for the year ended December 31, 2008, a Form 10-Q/A for the
quarter ended March 31, 2009, and Forms 10-Q for the quarters
ended June 30, 2009 and September 30, 2009, respectively, and
matters related to an investigation commenced by Securities and
Exchange Commission in March 2010 -- the Company requires
additional time  to prepare its financial statements, assess its
internal controls and file its Form 10-K for the year ended
December 31, 2009 ("2009 Form 10-K").  The Company expects that it
will be able to file its 2009 Form 10-K on or before the fifteenth
calendar day following the prescribed due date."

On March 15, 2010, the Company announced its results of operations
for the fourth quarter and year ended December 31, 2009.  The
Company believes that its results of operations that will be
included in its 2009 Form 10-K will not be materially different
from the results reflected in the Earnings Release.

The Company had said it recorded revenue of $16.5 million in the
fourth quarter of 2009, a reduction of 5% as compared to
$17.4 million in the fourth quarter of 2008.  The Company had a
net loss of $(0.8) million in the fourth quarter of 2009, as
compared to a net loss of $(1.4) million in the prior year period.
Adjusted EBITDA for the fourth quarter of 2009 was $3.0 million,
an increase of 8% as compared to $2.8 million for the prior year
period.

Excluding the impact of Promotions.com from 2008 and 2009 results,
the Company's operating results for the fourth quarter of 2009
were: (i) revenue of $15.3 million, a slight increase from
$15.2 million in the fourth quarter of 2008; (ii) net loss of
$(0.7) million, as compared to a net loss of $(1.6) million in the
fourth quarter of 2008; and (iii) Adjusted EBITDA of $3.1 million,
an increase of 21% as compared to $2.6 million in the prior year
period.

The Company had said it recorded revenue of $60.2 million the full
year 2009, a reduction of 15% as compared to $70.8 million in the
full year 2008.  The Company had a net loss of $(47.4) million in
fiscal year 2009, as compared to net income of $0.5 million in the
prior year period.  The Company's net loss in fiscal 2009 reflects
the impact of $28.1 million in charges, together with the
recording of a $16.1 million valuation allowance against the
Company's deferred tax assets; no such valuation allowance was
recorded in the prior year period.  Adjusted EBITDA for fiscal
year 2009 was $5.7 million, as compared to $10.6 million for the
prior year period.

Excluding the impact of the divested Promotions.com subsidiary
from 2008 and 2009 results, the Company's operating results for
fiscal year 2009 were: (i) revenue of $55.6 million, a reduction
of 14% as compared to $64.3 million in fiscal year 2008; (ii) net
loss of $45.2 million, as compared to a net income of $2.8 million
in fiscal year 2008; and (iii) Adjusted EBITDA of $8.0 million, as
compared to $12.8 million in the prior year period.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?5a93

                        About TheStreet.com

Based in New York, TheStreet.com, Inc. (Nasdaq: TSCM) --
http://www.thestreet.com/-- is a digital financial media company.
The Company's network includes the following properties:
TheStreet, RealMoney, Stockpickr, BankingMyWay, MainStreet and
Rate-Watch.  The Web site was founded by Jim Cramer.


TITLEMAX HOLDINGS: Disclosure Statement Wins Court Approval
-----------------------------------------------------------
Bankruptcy Law360 reports that a federal judge has approved
lending company TitleMax Holdings Inc.'s disclosure statement
describing a reorganization plan that would refinance its senior
debt while providing full recovery to unsecured creditors.

Savannah, Georgia-based Titlemax Holdings LLC dba TitleMax,
TitleBucks, US TitlePawn, American Title, and CheckMax is a
Closely held title-lending company with about 550 locations in
seven states -- Georgia, South Carolina, Tennessee, Mississippi,
Missouri, Virginia and Illinois.  It holds customers' vehicle
titles in exchange for cash.  The Company was founded in 1998 and
has 1,800 employees.  The Company and its affiliates filed for
Chapter 11 protection on April 20, 2009 (Bankr. S. D. Ga. Lead
Case No. 09-40805).  DLA Piper LLP represents the Debtors in its
restructuring efforts.  The U.S. Trustee for Region 21 appointed
seven creditors to serve on the official committee of unsecured
creditors.  Titlemax has assets and debts both ranging from
$100 million to $500 million.


TLC VISION: Facing $180 Million Lawsuit
---------------------------------------
Meg Kinnard at The Associated Press reports that John Hollman of
Beaufort County in South Carolina sued TLC Lasik alleging that the
Company performs surgeries on patients with pre-existing
conditions.  Mr. Hollman is seeking up to $180 million in damages.

                         About TLCVision

TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TOTAL WASTE LOGISTICS: Case Summary & 18 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Total Waste Logistics LLC
          fdba Penn Ohio Facility
        7131 Akron-Canfield Road
        Canfield, OH 44406

Bankruptcy Case No.: 10-10906

Chapter 11 Petition Date: March 16, 2010

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Michael Jason Barrie, Esq.
                  Benesch Friedlander Coplan & Aronoff LLP
                  222 Delaware Avenue, Suite 801
                  Wilmington, DE 19801-1611
                  Tel: (302) 442-7010
                  Fax: (302) 442-7012
                  Email: mbarrie@beneschlaw.com

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

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

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

                 http://bankrupt.com/misc/deb10-10906.pdf

The petition was signed by Peter Hornick, manager of the Company.


TRIBUNE CO: GM Cancels Sponsorship Deal with Chicago Cubs
---------------------------------------------------------
Eric Morath at Dow Jones' Daily Bankruptcy Review reports that
Tribune Co. and General Motors have agreed to cut ties for the
upcoming baseball season.  GM will eliminate its Chevrolet brand's
sponsorship of Chicago Cubs baseball broadcasts on Tribune's WGN,
the longtime television home of the North Siders.

According to Mr. Morath, the deal means GM won't be on the hook
for sponsorship dollars and WGN will be allowed to make a "claim
for damages arising from the rejection" against the bankruptcy
estate.  WGN must specify the amount of the damages within 30 days
of the bankruptcy court approving the agreement.  A hearing on the
mater is scheduled for March 25.

Dow Jones notes that GM has eliminated sponsorships across the
sporting world, including the PGA Tour's Buick Open, Pontiac's
support for drag-racing teams and a seating contract with the
National Football League's Washington Redskins.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


TRUMP ENTERTAINMENT: Lenders Blast Bid to Reclassify Payments
-------------------------------------------------------------
Bankruptcy Law360 reports that first-lien lenders of Trump
Entertainment Resorts Inc. are urging a court not to let the
bankrupt casino operator recharacterize its post-petition interest
payments as payments of principal, saying such a move could reduce
the value of lenders' claims.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


TSG INCORPORATED: Hearing on Case Conversion or Dismissal Reset
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has rescheduled to April 1, 2010, at 10:30 a.m., the hearing on
the U.S. Trustee's motion to convert or dismiss TSG Incorporated's
Chapter 11 case.  The hearing will be held at Nix 4 - Courtroom
No. 4.

As reported in the Troubled Company Reporter on February 26, 2010,
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, sought for
the conversion of the Debtor's case to liquidation under
Chapter 7, or dismissal of the case.  The U.S. Trustee said the
Debtor failed to comply with the U.S. Trustee Operating Guidelines
and Reporting Requirements for Chapter 11 cases.

North Wales, Pennsylvania-based TSG Incorporated operates a real
estate business.  Founded in 1901 under the name of Levy's
International Water Shrinking and Drying Company, the Debtor has
operated as a privately held, family owned business for over 108
years.  Locally headquartered in North Wales, Pennsylvania, the
Debtor is in the business of fabric finishing, coating and
embossing.  TSG -- which is an acronym for "The Synthetics Group"
-- is one of the largest commission finishers in the United
States.  The Company filed for Chapter 11 bankruptcy protection on
November 29, 2009 (Bankr. E.D. Pa. Case No. 09-19124).  Michael
Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP
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.


TW TELECOM: 91.6% of Notes Tendered for Amendment
-------------------------------------------------
TW Telecom Inc.'s subsidiary, TW Telecom Holdings Inc., has
received and accepted for purchase approximately $366.5 million
aggregate principal amount of the Company's outstanding 9 1/4%
Senior Notes due 2014 validly tendered by 5:00 p.m., New York City
time, on March 16, 2010, and has received consents from holders of
approximately 91.6% of the Notes as of the Consent Date.

The consents are sufficient to effect all of the proposed
amendments to the indenture governing the Notes as set forth in
the Company's Offer to Purchase and Consent Solicitation Statement
dated March 3, 2010 and the related Letter of Transmittal and
Consent, pursuant to which the tender offer and the consent
solicitation are being made.  The proposed amendments eliminate
certain of the restrictive covenants and default provisions in the
indenture and also shorten the redemption notice period to three
days.  The Company has executed a supplemental indenture effecting
the proposed amendments to the indenture, and the supplemental
indenture is binding on the holders of Notes not purchased in the
tender offer.

tw telecom also announced that the Company is revising the terms
of the tender offer such that holders who tender their Notes after
the Consent Date and prior to the tender expiration time of
11:59 p.m., New York City time, on March 30, 2010, will receive
tender offer consideration of $1,030.83 for every $1,000 of
principal amount of Notes tendered, plus accrued and unpaid
interest. Pursuant to the tender offer, such holders will not have
withdrawal rights with regard to their tendered Notes. tw telecom
also is simultaneously announcing that the Company is irrevocably
calling for redemption on March 31, 2010, all Notes that remain
outstanding after the consummation of the tender offer at the
redemption price of $1,030.83 for every $1,000 of principal amount
of Notes, plus accrued and unpaid interest.  Holders may obtain a
copy of the official notice of redemption by calling Wells Fargo
Bank, N.A., the trustee for the Notes, at (800) 344-5128 (Attn:
Bondholder Communications).

Credit Suisse Securities (USA) LLC is serving as the dealer
manager and solicitation agent in connection with the tender offer
and consent solicitation. Questions regarding the tender offer and
consent solicitation may be directed to Credit Suisse Securities
(USA) LLC, Liability Management Group, at (800) 820-1653 (US toll-
free) and (212) 325-5912 (collect).  Requests for documentation
may be directed to Global Bondholder Services Corporation, the
information agent for the tender offer and consent solicitation,
at (866) 540-1500 (US toll-free) and (212) 430-3774 (collect).

                         *     *     *

As reported in the Troubled Company on March 7, 2010, Standard &
Poor's Ratings Services said it assigned its 'B-' issue-level
rating and '6' recovery rating to tw telecom holdings inc.'s
proposed $430 million of senior notes due 2018, to be issued under
rule 144A with registration rights.  tw telecom holdings is an
intermediate holding company for Littleton, Colo.- based
competitive local exchange carrier tw telecom Inc. Net
proceeds will be used to refinance existing debt.


UAL CORP: Pilots Protest Outsourcing Deal with Aer Lingus
---------------------------------------------------------
Dow Jones Newswires' Ann Keeton reports that pilots at UAL Corp.'s
United Airlines protested the airline's outsourcing deal with
Ireland's Aer Lingus Group PLC, which will be launched next week.
According to Dow Jones, United's pilots were joined on a picket
line Wednesday by counterparts from five other carriers in a show
of growing solidarity within their ranks world-wide.

Dow Jones relates Aer Lingus will operate a new service between
Madrid and Dulles International Airport in partnership with
United.  The partners will share the costs and revenue from the
service.  The service will be the only one between the U.S. and
the European Union run by an airline not based in either country
of origin, as allowed by the trans-Atlantic open-skies pact.

According to the report, United spokeswoman Megan McCarthy said
the venture with Aer Lingus will create 125 U.S. jobs, including
baggage handlers at Dulles.  "We do not consider this to be
outsourcing, since we would not have had this business if we
didn't form the joint venture," she said, according to Dow Jones.

Dow Jones notes Aer Lingus plans to lay off hundreds of staff as
part of its restructuring.

According to Dow Jones, Lufthansa pilots were among the 200
gathered outside the Chicago headquarters of UAL Corp.  They were
joined by pilots from alliance partner Continental Airlines Inc.,
as well as Delta Air Lines Inc. and two regional carriers, Mesa
Air Group and Colgan Air, a unit of Pinnacle Airlines Corp., the
report relates.

Dow Jones says the head of United's pilots' association revealed
that it had sent a representative to Germany to provide support
during a recent work stoppage by alliance partner Deutsche
Lufthansa AG.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.  (United Airlines
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


UNIGENE LABORATORIES: Grant Thornton Raises Going Concern Doubt
---------------------------------------------------------------
Grant Thornton LLP of New York expressed substantial doubt against
Unigene Laboratories Inc.'s ability as a going concern.  The firm
noted that the Company has incurred a net loss of $13,400,000
during the year ended December 31, 2009 and has an accumulated
deficit of approximately $143,000,000 as of December 31, 2009.  As
of that date, the Company's current liabilities exceeded its
current assets by $1,251,000 and its total liabilities exceeded
total assets by $30,442,000.

The Company's balance sheet for December 31, 2009, showed
$23,954,941 and $54,396,602 total liabilities for a $30,441,661
total stockholders' deficit.

The Company reported a net loss of $13,379,679 on $12,791,838 of
total revenue for the year ended December 31, 2009, compared with
a net loss of $6,078,422 on $19,229,433 of total revenue for the
year ended December 31, 2008.

A full-text copy of the Company's annual report is available for
free at http://ResearchArchives.com/t/s?5a20

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?5a21

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
--  is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.  Due to the size of the
worldwide osteoporosis market, Unigene is targeting its initial
efforts on developing calcitonin and PTH-based therapies.
Fortical(R), Unigene's nasal calcitonin product for the treatment
of postmenopausal osteoporosis, received FDA approval and was
launched in 2005.  Unigene has licensed the U.S. rights for
Fortical to Upsher-Smith Laboratories, worldwide rights for its
oral PTH technology to GlaxoSmithKline, worldwide rights for its
calcitonin manufacturing technology to Novartis and worldwide
rights (except for China) for its oral calcitonin program to Tarsa
Therapeutics, Inc.  Unigene's patented oral delivery technology
has successfully delivered, in preclinical and/or clinical trials,
various peptides including calcitonin, PTH and insulin.  Unigene's
patented manufacturing technology is designed to cost-effectively
produce peptides in quantities sufficient to support their
worldwide commercialization as oral or nasal therapeutics.


US CONCRETE: PwC Gives Going Concern Qualification
--------------------------------------------------
U.S. Concrete Inc. filed its annual report Form 10-K for the year
ended December 31, 2009, with the Securities and Exchange
Commission.

In the Form 10-K, PricewaterhouseCoopers LLP, in Houston, said it
is expressing substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has experienced severe sales volume declines and
diminished liquidity and may be unable to satisfy its obligations
and fund its operations in 2010.

U.S. Concrete, Inc., reported a net loss of $94.9 million on
$534.5 million of revenue for the year ended December 31, 2009,
compared with a net loss of $136.1 million on $754.3 million of
revenue for 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$389.2 million in assets and $399.4 million of debts, for a
stockholders' deficit of $10.2 million.

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

               http://researcharchives.com/t/s?5a63

Houston, Tex.-based U.S. Concrete, Inc. is a major producer of
ready-mixed concrete, precast concrete products and concrete-
related products in select markets in the United States.


US ENERGY SYSTEMS: Court Extends Deadlines on Plymouth Sale
-----------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York extended deadlines relating to U.S. Energy
Systems' sale of certain assets (all times are prevailing Eastern
time):

    * The bid deadline is extended from March 16, 2010, at noon to
      March 23, 2010, at noon.

    * The auction is adjourned from March 17, 2010, at 10:00 a.m.
      to March 24, 2010, at 10:00 a.m.

    * The sale hearing is adjourned from March 23, 2010, at
      10:00 a.m. to March 31, 2010, at 10:00 a.m. and the related
      objection deadline is extended from March 19, 2010, at
      4:00 p.m. to March 26, 2010 at 4:00 p.m.

netDockets recalls that in late January, U.S. Energy Systems
sought approval of procedures to sell its 50% limited partnership
interest in Plymouth Cogeneration Limited Partnership -- through
its 100% ownership interest of intermediate subsidiary Plymouth
Envirosystems, Inc.  Plymouth Cogeneration owns and operates a
combined heat and power plant that produces 1.2 megawatts of
electricity and 7.0 megawatts of heat at Plymouth State University
in Plymouth, New Hampshire.

netDockets says before filing the motion, U.S. Energy Systems had
secured a $600,000 stalking horse bid from Nakash Energy, LLC.
netDockets says Nakash Energy constitutes an insider of U.S.
Energy Systems because it is a significant equity holder of U.S.
Energy Systems and two of U.S. Energy Systems's directors, Robert
Spiegelman and Emzon Shung, are also affiliated with Nakash.  As
the stalking horse bidder, Nakash is entitled to a 3% break-up fee
and the reimbursement of up to $20,000 of expenses if it is not
the winning bidder.

On February 22, 2010, Judge Drain approved the break-up fee and
expense reimbursement and set bidding procedures and deadlines for
the submission of competing bids for the Plymouth Cogeneration
equity.

netDockets relates U.S. Energy Systems sought an extension of the
deadlines in response to communications from two potential
competing bidders.  According to netDockets, U.S. Energy Systems
said it was contacted separately and independently on Friday by
two potential bidders who each "informed USEY that the period of
time between the Court's entry of the Bidding Procedures Order and
the current Bid Deadline does not provide sufficient time for them
to complete their due diligence and formulate competing bids for
the Plymouth Shares."  Each bidder also told U.S. Energy Systems
that it would not submit a bid unless the deadlines were extended.

netDockets says the motion is silent as to whether Nakash
consented to the extension or even whether Nakash's consent was
sought prior to the filing the motion.

                     About U.S. Energy Systems

Based in Avon, Connecticut, U.S. Energy Systems, Inc., (Pink
Sheets: USEY) -- http://www.usenergysystems.com/-- owns green
power and clean energy and resources.  USEY owns and operates
energy projects in the United States and United Kingdom that
generate electricity, thermal energy and gas production.  The
Company filed for Chapter 11 protection on January 9, 2008 (Bank.
S.D. N.Y. Case No. 08-10054).  Subsequently, 34 affiliates filed
separate Chapter 11 petitions.  Peter S. Partee, Esq., at
Hunton & Williams LLP, represents the Debtor in its restructuring
efforts.  Jefferies & Company, Inc., serves as the Company's
financial advisor.  The Debtor selected Epiq Bankruptcy Solutions
LLC as noticing, claims and balloting agent.  The Official
Committee of Unsecured Creditors has yet to be appointed in these
cases by the U.S. Trustee for Region 2.  When the Debtors filed
for protection from their creditors, they listed total assets of
$258,200,000 and total debts of $175,300,000.

On January 23, 2009, U.S. Energy Biogas Corp and eight of its
subsidiaries filed their respective voluntary petitions for relief
under chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New
York.  The USEB Debtors' cases are being jointly administered for
procedural purposes with the cases of the USEY Debtors.


VALLEJO: S&P Junks Rating on $4.815 Million Certificates
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
to 'C' from 'B' on Vallejo, California's $4.815 million series
1999 certificates of participation, additionally guaranteed by the
state's motor vehicle license fee intercept program.  Standard &
Poor's removed the SPUR from CreditWatch with developing
implications, where it had been placed on May 7, 2008, and
assigned the SPUR a negative outlook.

"The rating action reflects S&P's expectation that the city will
also make only a partial interest payment on July 15, 2010, and
that, as noted above, for three years subsequent to this date the
city's December 2009 bankruptcy workout plan indicates zero
principal or interest payments will be made for three full years,"
said Standard & Poor's credit analyst Paul Dyson.  "S&P also
expect that, given these forecasted partial and nonpayments, the
debt service reserve fund will be unable to cover the payments
scheduled for July 15, 2011."  Should the reserve fund be depleted
or a bond payment secured by pledged revenues or reserves
otherwise not be made in full and on time, the rating will likely
be lowered to 'D'.

S&P previously lowered the COPs SPUR to 'B' from 'A' and placed
the SPUR on CreditWatch with developing implications on May 7,
2008, based on the city's decision to file for Chapter 9
bankruptcy protection.  As of unaudited fiscal 2009, the city's
ending available fund balance totaled $1.5 million or 2% of
expenditures, improving from just $797,195 or 0.9% of expenditures
in fiscal 2008, and is projected by the city at no higher than 3%
by fiscal 2014.  The city projects an available fund balance of
$1.5 million or 2.3% of expenditures by year-end fiscal 2010
(June 30, 2010).  The city's reserve position fell to 5% in fiscal
2007 from 9% in fiscal 2006, and declined further to 0.9% in
fiscal 2008.  Management attributes the declines in reserves to
general fund imbalances averaging $3 million in fiscals 2006,
2007, and 2008 as expenditure growth exceeded available revenues,
with employee costs rising 11% during this period.  And, according
to management, since 2008, steep revenue declines related to sales
and property taxes have made budget adjustments even more
difficult.  General fund revenues have dropped 20% between fiscals
2008 and 2010, and management projects property tax declines for
fiscals 2011 and 2012.  The combination of lack of reserves, the
inability to generate additional revenues, and the burden of fixed
labor contracts led to the city's decision to file for Chapter 9
bankruptcy in May 2008.  According to the city, there is a
possibility it could emerge from bankruptcy status by the end of
calendar 2010, although the city acknowledges that this is
uncertain.

Under the MVLF intercept program and per the bond indenture, in
the event the city fails to make required deposits of lease
payments to the trustee for two consecutive months, the trustee
shall immediately communicate that information to the affected
certificate owners and to the State Controller in writing, by
first class mail, and shall request payment from the State
Controller in an amount equal to the delinquent lease payments,
which request shall continue until the city is current in the
payment of lease payments.  However, with regard to the deficient
payments that began in fiscal 2009, no such communication was made
to the State Controller by the trustee and no intercept occurred.


VAUGHAN FOODS: Securities to be Delisted From NASDAQ
----------------------------------------------------
As previously reported, on September 15, 2009, Vaughan Foods,
Inc., received notice from the NASDAQ Listing Qualifications
Department that its common stock has failed to maintain a minimum
bid price of $1.00 per share over a period of 30 consecutive
trading days, as required by NASDAQ Listing Rule 5550(a)(2).  In
accordance with Listing Rule 5810(c)(3)(A), the Company was
provided with a grace period of 180 calendar days, or until
March 15, 2010, to regain compliance with this requirement.  To
regain compliance, the Company's common stock must have achieved a
closing bid price of at least $1.00 for a minimum of ten
consecutive trading days.

The Company received a notice on March 16, 2010, that it had not
regained compliance with the Rule and is not eligible for an
additional 180 calendar day compliance period given that it does
not meet the the Nasdaq Capital Market initial listing standard
set forth in Listing Rule 5505.  Accordingly, its securities will
be delisted from The Nasdaq Capital Market on March 24, 2010.

The company does not intend to appeal NASDAQ's expected action to
delist the Company's stock since it believes its efforts are
better directed towards improving the Company's performance and
executing its business plan.  Accordingly, management has
initiated contact with NASDAQ to effect an orderly transition of
trading to the OTC Bulletin Board prior to the delisting event.

The Company is working with Paulson Investment Company, which will
serve as the initial market maker for the Company's shares on the
OTC Bulletin Board.  Management anticipates that following its
NASDAQ delisting, the Company's shares will be quoted on the OTC
Bulletin Board(R) ("OTCBB").  Paulson Investment Company has made
an application to register in and quote the security in accordance
with SEC Rule 15c2-11, and such application (a "Form 211") has
been cleared.

The Company expects that its common stock will continue to trade
on the OTCBB so long as Paulson Investment Company and any other
market makers demonstrate an interest in trading the common stock.
The Company will continue to file periodic reports with the SEC
pursuant to the requirements of Section 12(g) of the Securities
Exchange Act of 1934, as amended.

                        About Vaughan Foods

Vaughan Foods is an integrated manufacturer and distributor of
value-added, refrigerated foods. The company is able to uniquely
distribute fresh-cut produce items along with a full array of
value-added refrigerated prepared foods multiple times per week.
We sell to both food service and retail sectors.  The company's
products consist of fresh-cut vegetables, fresh-cut fruits, salad
kits, prepared salads, dips, spreads, soups, sauces and side
dishes.  Its primary manufacturing facility is in Moore, Oklahoma.
Our soups and sauces are manufactured in our facility in Fort
Worth, Texas.


VERASUN ENERGY: Settles Sale Disputes with AgStar
-------------------------------------------------
Bankruptcy Law360 reports that a federal judge has approved a deal
between recently liquidated VeraSun Energy Corp. and one of it
former lenders, AgStar Financial Services PCA, resolving several
disputes over VeraSun's sale of its assets last year.

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.com/or http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and certain affiliates filed for Chapter 11 protection
on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).  Mark S.
Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP represents
the Debtors in their restructuring efforts.  AlixPartners LLP
serves as their restructuring advisor.  Rothschild Inc. is their
investment banker and Sitrick & Company is their communication
agent.  The Debtors' claims noticing and balloting agent is
Kurtzman Carson Consultants LLC.  The Debtors' total assets as of
June 30, 2008, was $3,452,985,000 and their total debts as of
June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  Valero paid $350 million for the ethanol production
facilities in Aurora, Fort Dodge, Charles City, Hartley and
Welcome, in addition to the Reynolds site.  Valero also
successfully bid $72 million for the Albert City facility and
$55 million for the Albion facility.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware confirmed on October 23, 2009, the Chapter
11 Plan of Liquidation filed by VeraSun Energy Corporation and
its debtor affiliates

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


VERENIUM CORPORATION: Posts $21.9 Million Net Loss in 2009
----------------------------------------------------------
Verenium Corporation filed its annual report on Form 10-K, showing
a net loss attributed to Verenium of $21.9 million on
$65.9 million of revenue for the year ended December 31, 2009,
compared with a net loss attributed to Verenium of $176.5 million
on $69.7 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$167.9 million in assets, $137.7 million of debts, and
$30.2 million of stockholders' equity.

Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
operating losses and accumulated deficit of $630.0 million at
December 31, 2009.

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

               http://researcharchives.com/t/s?5a6b

Cambridge, Mass.-based Verenium Corporation operates in two
business segments, biofuels and specialty enzymes.  The Company's
biofuels business segment operates through its wholly-owned
subsidiary, Verenium Biofuels Corporation, and is focused on
developing unique technical and operational capabilities designed
to enable the production and commercialization of biofuels, in
particular ethanol produced from cellulosic biomass.  The
Company's specialty enzymes segment develops high-performance
enzymes for use within the alternative fuels, specialty industrial
processes, and animal nutrition and health markets to enable
higher throughput, lower costs, and improved environmental
outcomes.


VERENIUM CORPORATION: Ernst & Young Raises Going Concern Doubt
--------------------------------------------------------------
Ernst & Young LLP of Sand Diego, California, expressed substantial
doubt against Verenium Corporation's ability as a going concern.
The firm reported the Company has incurred recurring operating
losses and has an accumulated deficit of $630.0 million at
December 31, 2009.

The Company's balance sheet for December 31, 2009, showed
$167.9 million in total assets and $137.7 million in total
liabilities for a $30.2 million total stockholder's deficit.

The Company reported $11.8 million net loss for the three months
ended December 31, 2009, compared with $19.3 million net loss for
the same period a year ago.

"I am pleased to report that although 2009 was a challenging year
both from an economic and industry perspective, Verenium remained
focused on its overall goals and continued to execute against key
corporate initiatives," said Carlos A. Riva, President and Chief
Executive Officer of Verenium.  "Verenium made significant
progress throughout 2009 creating a stronger business platform and
better positioning it for future commercial success."

"The growth we achieved in our product gross margin dollars in
2009 demonstrates the underlying strength of our enzyme business,"
said James E. Levine, Executive Vice President and Chief Financial
Officer.  "We look forward to further progress in 2010."

Total revenues for the fourth quarter and year ended December 31,
2009, were $16.6 million and $65.9 million, respectively, compared
to $19.7 million and $69.7 million for the same periods in the
prior year, with product revenues representing more than 60
percent of total revenues in all periods.

Product revenues for the fourth quarter and year ended
December 31, 2009, were $11.9 million and $44.0 million,
respectively, compared to $12.1 million and $49.1 million for same
periods in the prior year, representing a 2 percent decrease for
the fourth quarter and 10 percent decrease for the year ended
December 31, 2009, primarily reflecting the impact of a shift in a
portion of manufacturing volume of Phyzyme from the Company's toll
manufacturing facility in Mexico City to Genencor's manufacturing
facility. Pursuant to current accounting rules, for sales of
Phyzyme manufactured by Genencor, an affiliate of Danisco, the
Company recognizes revenue only for the amount of the royalty
from Danisco, whereas for product supplied through the toll
manufacturing facility in Mexico City, the Company recognizes
revenue for the sale of the product to Danisco at cost, along with
the royalty revenue.  The decrease in product revenue for the year
ended December 31, 2009, also reflects the Company's
discontinuation of its Bayovac-SRS and Quantum product lines
during early 2008.  The decrease in these product revenues was
offset in part by an increase in revenues from the Company's
Fuelzyme, Veretase and Xylathin enzymes.

Product gross margin dollars increased in the fourth quarter and
for the full year ended December 31, 2009, versus the same periods
in the prior year, due primarily to an increase in Phyzyme
royalties from Danisco, a shift in product mix to higher margin
products and a reduction in inventory losses compared to 2008
related to contamination issues in the Phyzyme enzyme
manufacturing process, which resulted in a lower product gross
margin dollars in 2008.

Excluding cost of product revenues, total operating expenses
decreased to $20.4 million and $102.3 million for the fourth
quarter and year ended December 31, 2009 from $30.7 million and
$214.4 million for the fourth quarter and year ended December 31,
2008.  The year-over-year decrease in total gross operating
expenses relates primarily to the $106.1 million non-cash goodwill
impairment charge recorded in September 2008.  Excluding the
goodwill impairment charge, total operating expenses decreased
$5.9 million for the year ended December 31, 2009, as compared to
the same period in 2008, primarily due to aggressive expense
management.  Total operating expenses include gross expenses
incurred to support ongoing development related to the Company's
consolidated joint ventures with BP, Galaxy and Vercipia. BP's
share of the total operating expenses of the joint ventures was
$8.8 million and $34.3 million for the fourth quarter and year
ended December 31, 2009, and $7.5 million and $12.5 million for
the fourth quarter and year ended December 31, 2008, and is
included below operating expenses as "Loss attributed to non-
controlling interest in consolidated entities" on the Company's
Consolidated Income Statement.  On a non-GAAP basis, net of BP's
share of expenses, pro forma net operating expenses decreased as
compared to prior periods, reflecting the cost sharing and the
Company's expense minimization efforts.

Interest expense related almost exclusively to the cash and non-
cash interest expense from the Company's convertible debt
instruments.  Of total net interest expense for the fourth quarter
and year ended December 31, 2009, $0.5 million and $4.0 million,
respectively, represents non-cash interest expense related to the
Company's convertible notes, compared to $1.6 million and
$5.4 million in non-cash interest for the same periods in 2008.

Net loss attributed to Verenium for the quarter and year
ended December 31, 2009 was $3.0 million and $21.9 million,
respectively, compared to $11.9 million and $176.5 million for the
same periods in 2008.  Adjusted for the non-cash impact of
accounting related to the 8% and 9% convertible notes and non-cash
goodwill impairment charge, the Company's non-GAAP pro-forma net
loss for the quarter and year ended December 31, 2009, was
$3.5 million and $40.1 million, as compared to $14.1 million and
$70.1 million for the same periods in the prior year.  The Company
believes that excluding the non-cash impact of these items
provides a more consistent measure of operating results.

As of December 31, 2009, the Company had unrestricted cash and
cash equivalents totaling approximately $32.1 million, of which
$7.2 million was held by the Company's consolidated joint venture
with BP, Vercipia, which is available solely for the operations of
Vercipia.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?5a6b

                         About Verenium

Based in Cambridge, Mass., Verenium Corporation (NASDAQ: VRNM)
-- http://www.verenium.com/-- is a leader in the development and
commercialization of cellulosic ethanol, an environmentally-
friendly and renewable transportation fuel, as well as high-
performance specialty enzymes for applications within the
biofuels, industrial, and animal health markets.


W HOLDING CO: FDIC Looking for Buyer of Bank's Assets
-----------------------------------------------------
Matthias Rieker at Dow Jones Newswires reports that the Federal
Deposit Insurance Corp. is seeking buyers for three banks in
Puerto Rico -- W Holding Co. Inc., R&G Financial Corp. and
Eurobancshares Inc.  Two people familiar with the matter told Dow
Jones the FDIC has hired an investment bank to try to find capital
or outright purchasers for the banks.

The banks, Dow Jones says, have almost $21 billion in combined
assets.  The three banks hold almost 30% of Puerto Rico's
$62 billion of deposits, and their bank subsidiaries are operating
under enhanced FDIC scrutiny.

According to Dow Jones, people familiar with the matter said the
three weak banks will likely struggle to file their first-quarter
earnings to regulators.  Dow Jones recalls the FDIC slapped W
Holding, R&G and Eurobancshares with sharp enforcement actions
last year, disclosing a laundry list of deficiencies, including
"insufficient" or "unsatisfactory" earnings, "inadequate"
management, too little capital and "excessive" levels of troubled
loans.

Dow Jones relates that, according to Federal Reserve data,
W Holding, the island's third-largest bank by deposits, posted a
loss of $14 million last year, R&G $62.8 million and
Eurobancshares $72 million.

Dow Jones further notes R&G had to restate earnings from 2002 to
2004 because of the derivative and loan issues, shaving between
30% and 70% off its profits for those years.  It has yet to file
subsequent earnings reports with the Securities and Exchange
Commission.  In late 2007, it hired KBW Inc. and Sandler O'Neill &
Partners LP to explore "its strategic options."

Dow Jones says possible local bidders for the troubled banks
include:

     -- Doral Financial Corp.  Dow Jones notes a group of private-
        equity investors bought a majority stake in Doral to
        prevent the bank's default in 2007, hoping they could
        expand Doral through acquisition.

     -- Popular Inc., the island's largest bank by assets and
        deposits, which has long said it would be interested in
        consolidating.

     -- Oriental Financial Group Inc., one of the island's
        smallest banks, which said Tuesday morning it raised
        $86.6 million in a public offering, in part for "possible
        participation in government-assisted transactions in
        Puerto Rico."

Dow Jones, citing investment bankers, also relates Bank of Nova
Scotia, which owns about 10% of First Bancorp Puerto Rico and
which has a large Caribbean banking network, might also be a
buyer.

According to Dow Jones, the three banks didn't respond to requests
for comment.  A spokesman for the FDIC declined to comment.


WALKING COMPANY: Court Fixes April 20 as Claims Bar Date
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has established April 20, 2010, as the last day for any individual
or entity to file proofs of claim against The Walking Company, et
al.

The Walking Company Holdings, Inc., consists of its The Walking
Company and Big Dogs subsidiaries.  The Walking Company is a
leading independent specialty retailer of high-quality,
technically designed comfort footwear and accessories that
features premium brands such as ECCO, Dansko, UGG Australia, MBT
and Aetrex, among many others.  These products have particular
appeal to one of the largest and most rapidly growing demographics
in the nation.  The Walking Company operates over 210 stores in
premium malls across the nation. Big Dogs develops, markets and
retails a branded, lifestyle collection of unique, high-quality,
popular-priced consumer products, including active wear, casual
sportswear, accessories and gifts.

The Walking Company and affiliates Big Dog USA, Inc., and The
Walking Company Holdings Inc., filed for Chapter 11 bankruptcy
protection on December 7, 2009 (Bankr. C.D. Calif. Lead Case No.
09-15138).  Arent Fox LLP serves as the Debtors' Reorganization
Counsel.  Clear Thinking Group acts as the Debtors' Financial
Advisors.  Kurtzman Carson Consultants serves as Claims Agent.

The United States Trustee has appointed Deckers Outdoor Corp.; Ken
Atchinson; Simon Property Group; General Growth Properties, Inc.;
Dansko, LLC; Ecco USA Inc.; UPS; Aetrex Worldwide Inc.; and
MBT-Masai USA Corp. as members of the Official Committee of
Unsecured Creditors.  Pachulski Stang Zhiel & Jones serves as
counsel to the Committee.  BDO Seidman, LLP acts as the
Committee's Financial Advisor.

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


WALKING COMPANY: Establishes Unsecured Claims Reserve Under Plan
----------------------------------------------------------------
The Walking Company, et al., amended, for the second time, a
disclosure statement explaining their proposed Chapter 11 Plan
dated as of March 9.

According to the amended Plan, the capitalization for the Debtors
reorganization may include certain stockholders' investment.
Richard Kayne, one of the Plan investors, allowed the Debtors to
make rights offering to existing stockholders to pay off Capital
Investment after the effective date.

Under the amended Plan, the Debtors will transfer to a segregated
account cash on account of all claims in Classes 4, 5, 6, 7, and 8
in an amount to be established after the claims bar date.  The
Debtors reserve the right to seek a claims estimation hearing with
respect to any claims in Classes 4, 6, 7, or 8 to the extent
necessary to facilitate the creation of the unsecured claims
reserve to provide adequate assurance that all allowed general
unsecured claims will receive payment in full.  The cash
transferred to the unsecured claims reserve pursuant to the Plan
will be free and clear of any and all liens asserted by WFRF and
will be disregarded for purposes of determining availability under
the exit financing, including, but not limited to, whether the
Debtors are able to satisfy the conditions to the Wells Fargo
commitment regarding minimum availability.

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

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

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

       http://bankrupt.com/misc/WalkingCO_2ndAmendedDS.pdf

Headquartered in Santa Barbara, California, The Walking Company --
dba Alan's Shoes, Footworks, Overland Trading Co, Sole Outdoors,
Martini Shoes, and TWC Acquisition Corporation -- consists of two
distinct retail operations, which are largely focused on TWC,
which is a leading specialty retailer of comfort footwear,
operating 210 stores in premium malls across the nation.

The Walking Company filed for Chapter 11 bankruptcy protection on
December 7, 2009 (Bankr. C.D. Calif. Case No. 09-15138).  Its
affiliate, Big Dog USA, Inc., also filed for bankruptcy (Case No.
09-15137).  Andy Kong, Esq., at Arent Fox LLP assists the Debtors
in their restructuring efforts.  The Walking Company listed
$100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


WALKING COMPANY: Challenge Termination Period in DIP Loan Extended
------------------------------------------------------------------
The Hon. Robin L. Riblet of the U.S. Bankruptcy Court for the
Central District of California approved a stipulation extending
the challenge period termination date in The Walking Company, et
al.'s agreement on postpetition secured indebtedness.

The stipulation, entered among the Debtor, Wells Fargo, and The
Official Committee of Unsecured Creditors, provides for:

   1. the extension of the challenge period termination date from
      March 31, 2010, until the earlier of (i) the effective
      date of the Debtors' plan of reorganization; (ii) 45 days
      from the date the plan is withdrawn; or (iii) 45 days from
      the date of the final plan confirmation hearing if the plan
      is not confirmed by the Court.

   2. upon the occurrence of the effective date, if the challenge
      period termination date has not already occurred, then the
      challenge period termination date will be deemed to have
      occurred on the effective date and the Committee will be
      forever estopped and barred from bringing any claims against
      WFRF arising prior to the effective date relating to the
      prepetition financing agreement or the DIP facility.

As reported in the Troubled Company Reporter on February 4, 2010,
the Court authorized, on a final basis, the Debtor to obtain
postpetition secured financing of up to $30,000,000 and use case
collateral in which the prepetition secured parties have an
interest.

As of the petition date, the Debtors were indebted under the
prepetition financing agreements $26,504,497, plus interest
accrued and accruing, costs, expenses, fees, other charges and
other obligations.

To secure the prepetition debt, the Debtors granted security
interests and liens to the prepetition secured parties upon
substantially all of their assets and personal property.

The Debtors would use the money to fund their Chapter 11 case, pay
suppliers and other parties; to pay transaction fees and expenses
associated with the DIP Financing Agreement; and to pay down with
collections the obligations under the up to $60 million pre-
petition facility.

As reported in the Troubled Company Reporter on December 17, 2009,
the DIP facility will mature on April 15, 2010, on the occurrence
of an event of default or termination event.  The DIP facility
will incur non-default interest rate at LIBOR + 3.5% and default
interest rate at LIBOR + 5.5% per annum.

As adequate protection for any diminution in value of the
prepetition secured parties' collateral, the Debtors will grant
the prepetition secured parties replacement liens and
Superpriority administrative expense claim.

The DIP lien is subject to a carve out for U.S. Trustee and Clerk
of Court fees; up to $200,000 in fees payable to professional
employed in the Debtors' case; and up to $200,000 to be funded
into escrow per week for payment of pre-termination date fees and
expenses of estates' and the DIP Agent's professionals.

The prepetition secured parties will also receive adequate
protection in the form of (i) deemed repayment of a portion of the
outstanding amount of the prepetition debt; and (ii) the deeming
of all obligations arising or continuing after the petition date
on account of Letters of Credit, cash management services and bank
products.

Upon the sale of any collateral pursuant to Section 363 of the
Bankruptcy Code, any collateral will be sold free and clear of any
permitted prior liens, the prepetition liens, and the prepetition
replacement liens, provided however, that the liens will attach to
the proceeds of any sale.

                      About The Walking Company

Headquartered in Santa Barbara, California, The Walking Company --
dba Alan's Shoes, Footworks, Overland Trading Co, Sole Outdoors,
Martini Shoes, and TWC Acquisition Corporation -- consists of two
distinct retail operations, which are largely focused on TWC,
which is a leading specialty retailer of comfort footwear,
operating 210 stores in premium malls across the nation.

The Walking Company filed for Chapter 11 bankruptcy protection on
December 7, 2009 (Bankr. C.D. Calif. Case No. 09-15138).  Its
affiliate, Big Dog USA, Inc., also filed for bankruptcy (Case No.
09-15137).  Andy Kong, Esq., at Arent Fox LLP assists the Debtors
in their restructuring efforts.  The Walking Company listed
$100,000,001 to $500,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


WASHINGTON MUTUAL: Equity Panel Wants Ruling on Shareholders Meet
-----------------------------------------------------------------
The Official Committee of Equity Security Holders in Washington
Mutual Inc.'s cases asks Bankruptcy Judge Mary Walrath to enter a
summary judgment in its favor and require Washington Mutual, Inc.
to:

  (a) schedule an annual shareholder's meeting in April 2010;

  (b) send out the required notices to shareholders;

  (c) designate the time, place, and procedures to be followed
      to hold the annual meeting, as well as the form of notice
      of the meeting to be delivered to all shareholders by
      WaMu; and

  (d) take further actions as might be necessary to accomplish
      the purposes of the meeting.

In the alternative, the Equity Committee asks the Court to
determine that the automatic stay under Section 362 of the
Bankruptcy Code does not apply in the current matter so that it
may seek relief in its complaint in Washington State.

As previously reported, the Equity Committee commenced an
adversary complaint, asking the Bankruptcy Court to compel WaMu
to schedule and hold an annual shareholders' meeting on a certain
date pursuant to Sections 23B.07.030 and 23B.07.010 of the
Revised Code of Washington.  The Equity Committee pointed out
that in contravention of Washington State law and its by-laws,
WaMu has not held an annual meeting of shareholders since
April 15, 2008.

In a memorandum filed with the Court, William P. Bowden, Esq., at
Ashby & Geddes, P.A., in Wilmington, Delaware, avers that
pursuant to Rule 56(c) of the Federal Rule of Civil Procedure,
the Equity Committee is entitled to summary judgment where "there
is no genuine issue as to any material fact and the movant is
entitled to judgment as a matter of law."

The fact that WaMu operates as a debtor-in-possession does not
obviate the Company's need to comply with the requirements of the
laws of Washington State, Mr. Bowden emphasizes, on behalf of the
Equity Committee.  Indeed, the Congress specifically requires
that "a debtor-in-possession shall manage and operate the
property in his possession as such trustee, receiver or manager
according to the requirements of the valid laws of the State in
which the property is situated," he notes.

The Third Circuit also provides that a debtor-in-possession must
abide by all state laws and may not transgress them, Mr. Bowden
reasons out, citing City of New York v. Quanta Resources Corp.
(In re Quanta Resources Group Corp.), 739 F.2d 912,919 (3d Cir.
1984).

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Settles With JPM for $4BB; Equityholders Balk
----------------------------------------------------------------
J.P. Morgan Chase Bank, National Association, has agreed to give
Washington Mutual, Inc., $4,000,000,000 in deposits, putting an
end to months of legal squabbling over which entity should own
the said Funds.

WaMu and JPMorgan's dispute over the $4 billion Funds arose from
the Federal Deposit Insurance Corp.'s seizure of Washington
Mutual Bank in September 2008, which led to the sale of the Bank
to JPMorgan.  WaMu, as the holding company, argued that the
$4 billion represented deposits it made and should be used to
repay its own creditors.  JPMorgan asserted ownership of the
Funds, insisting that the Funds was a capital contribution to
WaMu's banking operations from its holding company.  The FDIC,
for its part, has averred that the WMB Sale was legitimately
carried out.

The tentative settlement, announced at the status conference held
on March 12, 2010, before Judge Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware, will ultimately
result to the turnover of the Funds currently held by JPMorgan to
WaMu once it gains approval of the Court and the WMB bondholders.

Dubbed as a ground-breaker to the massive dispute, the three-way
accord also allows WaMu, JPMorgan and the FDIC to share two tax
refunds expected to be worth about $5.6 billion, Brian Rosen,
Esq., a partner at Weil, Gotshal & Manges LLP, in New York, told
Bloomberg News.

Under the tentative deal, WaMu has agreed to drop a separate
lawsuit in U.S. District Court for the District of Delaware "and
not go after JPMorgan or the FDIC in any matter relating to the
demise of WaMu," according to The Wall Street Journal.

In an official statement, WaMu expressed confidence that the
accord "will provide substantial recoveries for the [C]ompany's
creditors . . . consistent with [WaMu's] efforts over the last 18
months to maximize the value of its bankruptcy estate."

WaMu's Official Committee of Unsecured Creditors has pledged to
support the deal, a person familiar with the situation told the
Journal.

Mr. Rosen is "hopeful" that WaMu bondholders will be cooperative
of the deal, by either "voluntarily [dropping] their claims and
[accepting] what they're being offered by an FDIC-run
receivership, a fund of money that gets $1.5 billion out of the
settlement," or pursuing their fight over their claims for
damages, according to the Journal.

"At the end of the day, if the [WaMu] bondholders are not
supportive of the transaction, it would still go forward as long
as the [C]ourt makes a determination that they didn't have claims
against [WaMu].  What we want to avoid is them recovering twice,"
Mr. Rosen emphasized, the Journal noted.

"We are encouraged by this progress," JPMorgan told The Financial
Times.

According to the statutory committee of equity holders for
Washington Mutual, the Debtors have stated their intent to seek
approval of the Proposed Settlement in connection with a plan of
reorganization to be filed on or about March 26, 2010.  The Equity
Committee anticipates that the Debtors will seek approval of the
Proposed Settlement and its plan of reorganization 60-90 days from
that date.

Shares of WaMu plummeted 47%, closing at 20 cents in over-the-
counter trading, on March 12, 2010, the day the accord was
announced, Bloomberg News reported.

                    Equity Holders React

In connection with the Global Settlement, the Official Committee
of Equity Security Holders said in a statement that it was not
involved with, and does not support, the Proposed Settlement
(based on all available information).  At this time, the Committee
intends to object to the Proposed Settlement.

The Equity Committee said, "Please be apprised that the Committee
is unable to discuss strategy or its intended course of action,
but please be assured that the Committee takes its duty to
shareholders very seriously and will take all reasonable and
appropriate actions to represent the interests of shareholders."

In addition, a group of WaMu shareholders, which calls itself
WaMuTruth organization, released an official statement on March
14, 2010, to express "extreme outrage" over WaMu's "global
surrender" to JPMorgan and the FDIC without consulting with the
Official Committee of Equity Security Holders.

The WaMuTruth said, "This unprecedented surrender involves giving
away all of the company's rightful assets and claims for a
pittance to the detriment of all equity stakeholders in the
company.  This proposed settlement was clearly done with no regard
to the rights of the true owners of the company due to the
inexcusable nature of how these negotiations were conducted," the
statement read.

Approval by WaMu Board of Directors of the tentative Settlement
"should be considered illegitimate" by WaMu shareholders and the
Court, the WaMuTruth statement added.  "It is absolutely absurd
that either party should receive Washington Mutual's rightful
claims to the $5.6 Billion in tax refunds or $4 Billion in its
deposit account.  What is even more absurd is that the company is
selling JPMorgan 5.4 million Class B Visa Shares for $50 million
when they are worth over $250 million."

"Americans are tired of these backroom deals which benefit Wall
Street instead of Main Street," WaMu Truth emphasized.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Union Bank, Sues WaMu Bank, JPM
--------------------------------------------------
Union Bank, N.A., formerly known as Union Bank of California,
N.A., commenced an adversary complaint in the Debtors' cases
against:

  (a) Washington Mutual, Inc.;

  (b) JP Morgan Chase Bank, National Association;

  (c) Massachusetts Mutual Life Insurance Company, C.M. Life
      Insurance Company, American International Group, Inc., and
      Principal Financial Group Inc., collectively known as the
      Carrier Defendants; and

  (d) Thomas Alexanderson, Marie Alleva, Arthur Anderson,
      Douglas Barzelay, Arthur Bassin, Arthur Bennett, John
      Bent, Rita Bligh, James Bolster, Jenne Britell, Gene
      Brooks, John Brull, Anthony Burriesci, William Candee,
      Richard Coilli, Paul Colasano, Judson Croom, James Daras,
      Frank Deangelo, Edward Diamond, Thomas Ducca, Raymond
      Durand, Carol Eskew, Michael Gallagher, Virginia Gomo,
      John Heim, Andrew Hickey, Joseph Jiannetto, Douglas
      Johnson, James Kelly, Robert Kettenmann, Edward Kramer,
      John Lacorazza, James Large, Richard Limardo, Phyllis
      Marino, Jenesta Marlin, Murray Mascis, Richard Maxstadt,
      Richard Mirro, John Monaghan, Walter Mullins, Carlos
      Munoz, Robert Murphy, Joseph Myrtetus, Abraham Ossip,
      Richard Parsons, Peyton Patterson, Lawrence Peters, John
      Pettit, William Phillips, Harold Reynolds, Edward
      Ruggiero, Joseph Russo, William Schult, Donald Schwartz,
      Norman Stafford, Ellis Staley, Dennis Stark, Richard
      Terzian, Lawrence Toal, Amy Radin, Robert Turner, Thomas
      Van Arsdale, Jack Wagner, Roger Williams, Mary Jean Wolf
      and Franklin Wright, as Individual Defendants

in an effort to determine ownership of (i) nine trusts
established by H.F. Ahmanson & Company, and (ii) four trusts
utilized by The Dime Savings Bank in connection with deferred
compensation and retirement plans.

The Individual Defendants are participants, insureds, sub-
insureds and beneficiaries pursuant to certain agreements and/or
non-qualified deferred compensation plans entered into by The
Dime Savings Bank or Dime Bancorp., which WaMu or one of its
affiliates acquired in the period from 1998 through 2001.

Gregor W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell
LLP, in Wilmington, Delaware, discloses that Union Bank is
trustee to nine Ahmanson Trusts, which, in or about 1998, WaMu
obtained after purchasing H.F. Ahmanson.  The Nine Trusts
specifically consist of:

  * H.F. Ahmanson & Company 1989 Contingent Deferred
    Compensation Plan Trust;

  * H.F. Ahmanson & Company and Affiliated Companies
    Supplemental Executive Retirement Plan Trust;

  * H.F. Ahmanson & Company Elective Deferred Compensation Plan
    Trust;

  * H.F. Ahmanson & Company Outside Director Retirement Plan
    Trust;

  * H.F. Ahmanson & Company Outside Directors' Elective Deferred
    Compensation Plan Trust;

  * H.F. Ahmanson & Company Loan Agents' Elective Deferred
    Compensation Plan;

  * Trust Under H.F. Ahmanson & Company Outside Directors'
    Capital Accumulation Plan;

  * Trust Under H.F. Ahmanson & Company Loan Consultants'
    Capital Accumulation Plan; and

  * Trust Under H.F. Ahmanson & Company Capital Accumulation
    Plan.

Mr. Werkheiser notes that ownership of the Ahmanson Trust Assets
has not been finally adjudicated by the Bankruptcy Court.  As a
result, Union Bank cannot direct disposition of or distribute the
Ahmanson Trust Assets without risk of violating the rights of
parties who do or may claim interests in or ownership of any of
the Trust Assets.

Mr. Werkheiser also cites another dispute relating to the
ownership of the assets of four rabbi trusts utilized by The Dime
Savings Bank to fund the payment of benefits to certain of the
Dime Bank's executives under non-qualified deferred compensation
and supplemental retirement plans.  The four Dime Bank Rabbi
Trusts are:

  * An Umbrella Trust Agreement, dated as of May 18, 2000,
    between Dime Bancorp, Inc., The Dime Savings Bank of New
    York, FSB and HSBC Bank, USA, as Trustee with respect to the
    Designated Arrangements of The Dime Savings Bank of New
    York, FSB and Related Entities;"

  * An Amended and Restated Umbrella Trust Agreement, dated as
    of May 18, 2000, between Dime Bancorp, Inc., The Dime
    Savings Bank of New York, FSB and HSBC Bank USA, as Trustee,
    with respect to the Covered Arrangements of The Dime Savings
    Bank of New York, FSB and Related Entities, and a subsequent
    agreement and amendment effective November 23, 2007;

  * An Amended and Restated Umbrella Trust Agreement, dated as
    of May 18, 2000, between Dime Bancorp, Inc., The Dime
    Savings Bank of New York, FSB and HSBC Bank USA," with
    respect to certain covered arrangements; and

  * A Benefit Protection Trust Agreement, dated as of May 18,
    2000, between The Dime Savings Bank of New York, FSB, Dime
    Bancorp, Inc., and HSBC Bank USA, as trustee.

WaMu acquired The Dime Savings Bank and certain of its other
entities or affiliates in or about 2001.  In December 2007, HSBC
Bank USA resigned as trustee of the four Dime Rabbi Trusts.
Effective January 2008, Union Bank was appointed trustee under
the Dime Rabbi Trust Agreements and was vested with the
responsibility of paying plan participants and beneficiaries
benefits set forth under the respective Dime Rabbi Trust
Agreements.

WaMu or JPMorgan Chase has each asserted that it is entitled to
the Dime Rabbi Trusts.  In March 2009, JPMorgan Chase initiated
an adversary proceeding in the Debtors' cases, asserting
ownership of the Dime Rabbi Trusts Assets.  For its part, WaMu
has "refused to acknowledge JPMorgan Chase's ownership of [these]
assets."  The dispute has not been resolved.

Against this backdrop, Union Bank asks the Court to declare and
adjudicate:

  (1) which persons or entities own the Ahmanson Trust Assets;

  (2) which persons or entities own the Dime Rabbi Trust Assets;
      and

  (3) which persons or entities own the split dollar life
      insurance policies, which are assets of the Dime Executive
      Trust, and in what portion or amount.

Union Bank also seeks payment of its attorneys' fees and costs
from the assets of the Ahmanson Trusts and the Dime Rabbi Trusts.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WATERMARK LLC: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Watermark, LLC
        420C Bayshore Drive
        Miramar Beach, FL 32550

Bankruptcy Case No.: 10-30491

Chapter 11 Petition Date: March 16, 2010

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: Charles M. Wynn, Esq.
                  Charles M. Wynn Law Offices, P.A.
                  P.O. Box 146
                  Marianna, FL 32447
                  Tel: (850) 526-3520
                  Fax: (850) 526-5210
                  Email: wynnlawbnk@earthlink.net

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

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

According to the schedules, the Company has assets of $2,000,000,
and total debts of $2,111,906.

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/flnb10-30491.pdf

The petition was signed by David Kazek, managing member of the
Company.


WAVE SYSTEM: Dec. 31 Balance Sheet Upside-Down by $1.8 Million
--------------------------------------------------------------
KPMG LLP of Boston, Massachusetts, express substantial doubt
against Wave Systems Corp.'s ability as a going concern.  The firm
reported that the company has suffered recurring losses from
operations and has an accumulated deficit.

The company's balance sheet for December 31, 2009, showed total
assets of $6.3 million and total liabilities of $8.1 million for a
$1.8 million total stockholders' deficit.

The company reported $3.3 million net loss on $18.8 million total
net revenues for year ended December 31, 2009, compared with
$21.2 million net loss on $8.8 million total net revenues for the
year ended December 31, 2008.

A full-text copy of the company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?5a65

                        About Wave Systems

Wave Systems Corp. (NASDAQ: WAVX) http://www.wave.com/-- provides
software to help solve critical enterprise PC security challenges
such as strong authentication, data protection, network access
control and the management of these enterprise functions.


WESTWAY GROUP: Posts $3.7-Mil. Loss in 2009; Going Concern Removed
------------------------------------------------------------------
Westway Group, Inc., filed its annual report on Form 10-K, showing
a net loss of $3.7 million on $188.8 million of revenue for the
year ended December 31, 2009, compared with net income of $741,000
on no revenue for 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$517.7 million in assets, $222.3 million of debts, and
$295.4 million

On March 9, 2009, in its report on the Westway Group, Inc.'s
predecessor's financial statements for the year ended December 31,
2008, Rothstein, Kass & Company, P.C., in Roseland, N.J.,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the predecessor faced a mandatory liquidation if a business
combination is not consummated by May 30, 2009.  Rothstein, Kass &
Company was dismissed by the Company on June 30, 2009.

The Company says that with the completion of the business
combination and release of the funds held in trust, there is no
longer substantial doubt about the Company's ability to continue
as a going concern.

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

                   http://researcharchives.com/t/s?5a94

New Orleans, La.-based Westway Group, Inc. (Nasdaq: WWAY)
-- http://www.westway.com/-- through its wholly-owned
subsidiaries,
is a provider of bulk liquid storage and related value-added
services, and a manufacturer and distributor of liquid animal feed
supplements.  The Company was originally incorporated as Shermen
WSC Acquisition Corp., a "special purpose acquisition"
corporation, in Delaware on April 18, 2006, for the purpose of
acquiring an operating business in the agriculture industry
through a merger, capital stock exchange, asset acquisition, stock
purchase, or other similar business combination.

                          *     *     *

This concludes the Troubled Company Reporter's coverage of Westway
Group, Inc., until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


WELLCARE HEALTH: S&P Raises Counterparty Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its counterparty
credit rating on WellCare Health Plans Inc. to 'B' from 'B-'.  The
outlook on the company is positive.

"The upgrade reflects WellCare's strengthening financial metrics,
which have improved the company's overall creditworthiness," said
Standard & Poor's credit analyst Hema Singh.  "Under its new
senior management team, WellCare has produced good operating
performance, sustained its market presence, and expanded its
operating scale through some challenges in 2008 and 2009."

These include the ongoing government investigations into the
company and the departure of its CEO and chief financial officer
in 2007.  The resolutions reached with various government agencies
in 2009 were significant and have diminished some of the
regulatory risks.  The upgrade also reflects S&P's expectation
that WellCare will not be barred, by regulatory or legislative
intervention, from operating in its key markets.

In 2009, adjusted pretax income improved significantly, to
$198 million (a return on revenue, or ROR, of 3.5%).  Standard &
Poor's believes that capital adequacy (currently at the 'BBB'
level) and cash flow will remain strengths to the rating,
considering that the company generated gross cash flow of 4%-5% of
premium (average of $290 million of gross cash flow on average
premium revenue of $6.5 billion) over the past two years.
Furthermore, the company's liquidity and financial flexibility are
now less constrained because WellCare has no outstanding debt.

S&P's rating on WellCare also reflects the company's revenue
concentration in government-sponsored programs in the Medicaid and
Medicare business segment and the risk of exposure to unfavorable
regulatory/legislative intervention.  Another weakness to the
rating is the company's geographic market concentrations in
Florida and Georgia, which constituted about 73% and 66%,
respectively, of Health Plan Medicaid and Medicare revenue and
membership (excluding Medicare Part D).

The positive outlook reflects S&P's expectation for WellCare to
continue to develop its business and financial profiles, which
could improve the company's creditworthiness given the resolution
with various government agencies in 2010.  It also reflects S&P's
expectation for improvement in the company's long-term cash flow
generation and operating margin profile (with an ROR of 3%-4%).


WHITE FAMILY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: White Family, LLC
         P.O. Box 2169
         Ponte Vidra, Fl 32004

Bankruptcy Case No.: 10-31785

Chapter 11 Petition Date: March 16, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Chief Judge Douglas O. Tice Jr.

Debtor's Counsel: Robert Coleman Smith, Esq.
                  Richard Knapp and Associates
                  2800 Patterson Ave, Suite 101
                  Richmond, VA 23221
                  Tel: (804) 377-8848, Ext.4
                  Email: rsmith@chartwellcapital.net

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Finley B. White, manager of the
Company.

Debtor-affiliate that filed separate Chapter 11 petition:
                                                    Petition
   Debtor                              Case No.      Date
   ------                              --------      ----
WBS, LLC                               10-31789     3/16/10
  Assets: $0 to $50,000
  Debts:  $0 to $50,000


WORLDSPACE INC: Proposes to De-Orbit Two Satellites
---------------------------------------------------
WorldSpace Inc. has filed an emergency motion asking the
Bankruptcy Court for permission to hire Intelsat SA and spend
$84,000 to bring two satellites crashing back to earth.  In the
alternative, WorldSpace is asking for authority to sell the
satellites if a buyer appears.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP,
relates that the Debtors have spent approximately six months
negotiating a strategic transaction with their DIP lender, Liberty
Satellite Radio, Inc.  The Debtors previously anticipated filing
with the Court a request for permission to sell the satellites to
Liberty in February.

However, WorldSpace said following (a) the substantial conclusion
of WorldSpace's negotiations Liberty of an asset purchase
agreement on February 5, 2010, (b) an agreement in principle
between Liberty and the committee of unsecured creditors to the
form of the Liberty APA and related documents on February 19,
2010, and (c) Liberty's funding on February 18, 2010 of $2 million
of critical operating expenses of the Debtors as a bridge to
execute the Liberty APA and consummate a strategic transaction
pursuant thereto, on March 12, 2010, Liberty abruptly, and without
explanation, terminated its negotiations with the Debtors.

"More troubling, Liberty has not provided the Debtors with any
guidance on protecting or disposing of Liberty's collateral,
despite the Debtors' repeated requests.  Nor has Liberty informed
the Debtors' whether Liberty would provide funding to help ensure
that the Debtors' Satellites can be de-orbited in a manner that
avoids damage to other satellites in space," Ms. Jones informs the
Court.

According to WorldSpace, notwithstanding covenants in their debtor
in possession financing agreement that prohibit implementation of
a de-orbiting plan, Liberty's termination of negotiations and the
Debtors' dire cash position has left Debtors with no choice but to
prepare to remove immediately the Satellites from orbit to prevent
damage to both the Satellites and equipment in orbit owned and
operated by others.

Intelsat and WorldSpace have agreed upon the De-Orbit Proposal,
which sets out procedures, costs, and a timeline for de-orbiting
the Satellites beyond the time necessary to plan for and implement
their de-orbiting.  The De-Orbit Proposal contemplates the
assistance of WorldSpace throughout the de-orbiting process,
including the full participation of the Debtors' ROC staff and
continued availability ofTCR stations through de-orbit completion.
WorldSpace and Intelsat anticipate that, due to the complexity of
the de-orbiting process, it will take approximately four to six
weeks from when Intelsat commences work to de-orbit the
Satellites.

The Debtors may sell the assets if the Debtors find a buyer for
assets prior to the hearing on the emergency motion.  They may
also abandon their assets to Liberty or some other party.

According to Bill Rochelle at Bloomberg News, the contemplated
sale to Liberty is the second to fall apart.  An approved sale of
the business to Yenura Pte was terminated after by the buyer's
default.  Yenura is controlled by WorldSpace's Chief Executive
Officer Noah Samara.

                       About WorldSpace Inc.

WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/--
provides satellite-based radio and data broadcasting services to
paying subscribers in 10 countries throughout Europe, India, the
Middle East, and Africa.  1worldspace(TM) satellites cover two-
thirds of the earth and enable the Company to offer a wide range
of services for enterprises and governments globally, including
distance learning, alert delivery, data delivery, and disaster
readiness and response systems.  1worldspace(TM) is a pioneer of
satellite-based digital radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.  Kurtzman Carson
Consultants serves as claims and notice agent.  Neil Raymond
Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at
Elliot Greenleaf, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for bankruptcy, they listed
total assets of $307,382,000 and total debts of $2,122,904,000.


WYLE HOLDINGS: Moody's Upgrades Corporate Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of Wyle Holdings, Inc., to B2 from B3 and assigned new ratings to
the company's planned debts: senior secured revolver and term loan
rating of Ba2 and a subordinated note rating of B3.  The ratings
outlook is stable.  The ratings assigned reflect Wyle's plan to
use proceeds from the new term loan and subordinated notes to
refinance its existing first lien, second lien and seller note
debts, and to pay related fees and expenses.  No borrowing is
expected on the new $25 million revolving credit line at close.

The corporate family rating upgrade reflects improved financial
flexibility and interest coverage metrics that would follow the
planned refinancing.  Under the proposed bank credit agreement the
company would benefit from greater financial ratio covenant
compliance headroom which should limit the likelihood that the
liquidity profile will weaken over the intermediate term.  As
well, following the transaction, the company's interest burden
should now be lower with a lower blended borrowing rate, which
should help interest coverage.  (Wyle's interest costs materially
increased with the change of control amendment that followed the
mid-2009, sponsor-to-sponsor sale of equity.) On a Moody's
adjusted basis, go-forward leverage metrics also benefit from the
conversion of Wyle's junior preferred stock to common equity which
occurred in Q4-2009.

The B2 rating balances good scale, recent backlog growth, and
established position in some value-added defense services sub-
sectors against moderately high leverage, lack of profitability,
and a view that future free cash flow generation may be limited.

The stable outlook incorporates several competing considerations.
Wyle's profile benefits from an adequate liquidity profile,
historically adequate working capital efficiency and high
recompete win rates, the presence of long-term contracts, and
long-standing relationships with its government clients.  The
outlook however also acknowledges that Wyle's Information Services
group could continue to underperform, which could challenge
overall revenue growth and margin goals.  Still, the better
outlook for the company's Aerospace and Integrated Science &
Engineering groups should compensate enough to sustain the B2
corporate family rating.  Despite recently improved pre-financing
return on asset measures, scale remains moderate for the sector
while the need to grow remains important as consolidation in the
sector progresses.  The need to grow, and more liberal terms of
the new debt agreements which boost capacity for acquisitions,
could portend a sustained elevated leverage level.  Sustained,
rather than improving leverage metrics, where the time to
achieving net profitability would be prolonged, could threaten
ratings stability.

Ratings improvement would depend on the company's ability to
significantly grow, achieve a sustainable level of profitability
and free cash flow generation; metrics that would accompany upward
rating momentum would likely include EBIT to interest sustainably
above 2.0 times, and free cash flow to debt above 10%, within the
context of ongoing organic revenue growth.  Downward rating
momentum would develop if leverage is sustained above 5.0 times
with EBIT to interest below 1.0 times.

Ratings are:

Wyle Holdings, Inc. (will be renamed Wyle Services Corporation at
close)

  -- Corporate family and probability of default to B2 from B3

  -- $25 million first lien revolver due 2015 assigned at Ba2 LGD
     2, 19%

  -- $90 million first lien term loan due 2016 assigned at Ba2 LGD
     2, 19%

  -- $175 million subordinated notes due 2018 assigned at B3 LGD
     5, 77%

Wyle Laboratories, Inc.

  -- $25 million first lien revolver due 2014 affirmed at B1 LGD
     2, 26%, will be withdrawn at transaction close

  -- $166 million first lien term loan due 2014 affirmed at B1 LGD
     2, 26%, will be withdrawn at transaction close

Ratings assigned herein are subject to review of final
documentation.  Moody's last rating action on Wyle occurred
June 29, 2009, when the corporate family rating was taken off
review for downgrade and lowered to B3 from B2 following sale of
the company's equity.

Wyle Holdings, Inc., headquartered in El Segundo, California, is a
leading provider of engineering and information technology
services to the federal government.  About two-thirds of Wyle's
revenues are derived from the U.S. Navy, NASA and the U.S. Air
Force.  The company is majority owned by Court Square Capital
Partners.  Wyle generated 2009 revenue of approximately
$760 million.


ZANETT INC: Has Until September 13 to Regain NASDAQ Compliance
--------------------------------------------------------------
Zanett, Inc., on March 16, 2010, received a deficiency letter from
The Nasdaq Stock Market indicating that Zanett has not regained
compliance with the minimum bid price requirement for continued
listing set forth in Nasdaq Listing Rule 5550(a)(2), which
requires the closing bid price of Zanett's common stock to be
$1.00 or more.

This letter was a follow-up to the deficiency letter from the
Nasdaq staff to Zanett on September 15, 2009, which notified the
company that it was out of compliance with Nasdaq Listing Rule
5550(a)(2) because the bid price of its common stock had closed at
less than $1.00 per share over the previous 30 consecutive
business days.  At that time, Nasdaq provided Zanett with 180
calendar days, or until March 15, 2010, to regain compliance with
the rule.  According to the March 16, 2010 letter from the Nasdaq
staff, Zanett will be provided with an additional 180 calendar
days to regain compliance with the minimum closing bid price rule
because Zanett met all initial listing criteria for the Nasdaq
Capital Market other than the minimum closing bid price rule on
March 15, 2010.

Therefore, the Company has until September 13, 2010, to regain
compliance.  To regain compliance, the bid price of Zanett's
common stock must close at $1.00 per share or more for a minimum
of 10 consecutive business days.  However, Nasdaq may, in its
discretion, require Zanett to maintain a minimum closing bid price
of $1.00 per share for a period in excess of ten consecutive
business days (but generally no longer than 20 consecutive
business days) before determining that Zanett has demonstrated an
ability to maintain long-term compliance with the rule.  Zanett's
stock will remain listed on the Nasdaq Capital Market until
September 13, 2010, but an indicator noting Zanett's non-
compliance will be broadcast over Nasdaq's market data
dissemination network commencing five business days after
March 16, 2010.

As of the close of trading on March 16, 2010, Zanett's common
stock has closed at $1.00 per share or more for nine consecutive
business days.

If Zanett does not regain compliance with the minimum closing bid
price requirement before September 13, 2010, Nasdaq will provide
written notice to Zanett that its common stock will be delisted
from The Nasdaq Capital Market.  At such time, Zanett would be
able to appeal the delisting determination to a Hearings Panel of
Nasdaq's Listing Qualifications Department.

                           About Zanett

Zanett is a leading business process outsourcing (BPO), IT enabled
services (ITES), and information technology (IT) consulting firm
serving Fortune 500 corporations and mid-market organizations in
Healthcare, Life Sciences, Manufacturing & Distribution, Retail,
Gaming & Hospitality, and State & Local Government.  Zanett helps
organizations align business objectives with outsourced
technology-enabled services to create Real Enterprise Value.


* Alan Greenspan Urges More Bank Capital
----------------------------------------
Steve Matthews at Bloomberg News reports that former Federal
Reserve Chairman Alan Greenspan said the central bank failed to
foresee the magnitude of the financial crisis and that regulators
must force banks to raise capital levels to guard against another
one.

"The most pressing reform that needs fixing in the aftermath of
the crisis, in my judgment, is the level of regulatory risk-
adjusted capital," Mr. Greenspan said in a paper prepared for a
Brookings Institution conference in Washington March 18, according
to the Bloomberg report.  "Adequate capital eliminates the need
for an unachievable specificity in regulatory fine-tuning."

Banks may need to hold capital equal to 14% of their assets,
compared with about 10% in mid-2007 before the financial crisis,
said Mr. Greenspan, who ran the central bank from 1987 to 2006.


* Moody's Sees Improvement on Corporate Credit Quality
------------------------------------------------------
The first anniversary publication of Moody's B3 Negative and Lower
Corporate Ratings List shows corporate credit quality improving as
the number of new companies added to the list continues to
decline, Moody's Investors Service said.

Moody's said the list also reliably identified companies at risk
during a record year of defaults in 2009.  It captured 98% of all
defaults of rated U.S. non-financial corporate debt issuers.

The latest quarterly publication shows 14 new companies were added
to the list, compared with 73 in the year-ago quarter, as fewer
companies have been downgraded to B3 with a negative outlook or
lower.  This trend is consistent with the year-long improvement in
Moody's proprietary Liquidity-Stress Index and a steady rise in
the ratio of upgrades to downgrades for non-financial corporate
issuers in the U.S.

The size of the list has declined as well, with companies being
removed through a positive rating action, a default or a rating
withdrawal.  There were 233 companies on the list as of March 1,
compared with 283 a year ago.

"When Moody's first published the list a year ago, Moody's warned
that it showed a massing of companies at the low end of the rating
scale, which was an ominous sign of a severe default cycle.  That
prediction was borne out by the record number and dollar value of
defaults in 2009," said David Keisman, senior vice president at
Moody's.

Since then, the list has gradually decreased in size and the
number of new companies added to the list has declined materially
each quarter, consistent with Moody's forecast of a decline in the
U.S. speculative-grade default rate to 3.3% by the end of 2010
from the peak of 14.5% in November 2009.

"We would take any reversal of these trends in the B3 Negative and
Lower list as a warning of a possible upturn in defaults," Keisman
said.

The B3 Negative and Lower list serves as a platform to provide
investors with proprietary tools to assess relative credit quality
of speculative-grade issuers.  It details companies' speculative-
grade liquidity ratings, associated SGL component scores and other
Moody's proprietary tools for assessing speculative-grade credit.

Companies on the list have a probability of default rating of Caa1
or below, or a B3 PDR with a negative outlook or rating on review
for downgrade.  Moody's removes companies from the list following
rating actions that put them above the B3/negative threshold, or
upon defaults or ratings withdrawals.


* 702 U.S. Banks -- Nearly 9% -- Are Troubled
---------------------------------------------
Dow Jones Newswires' Fawn Johnson reports that Comptroller of the
Currency John Dugan, in remarks to the American Bankers
Association in Washington on Wednesday, acknowledged these are
tough times for U.S. banks, with 702 banks -- nearly 9% of the
industry -- defined as troubled.  The report says Mr. Dugan
offered a gloomy view of the U.S. banking industry's health and
said regulators won't hesitate to crack down on troubled lenders.
Dow Jones says Mr. Dugan told bankers that regulators "simply
cannot turn a blind eye" to problems and have learned the lesson
that looking the other way will only compound losses.

Nearly 200 U.S. banks have failed in the past two years, at a cost
of nearly $58 billion, "and we may not be even halfway through,"
Mr. Dugan said, according to Dow Jones.  The report says Mr. Dugan
promised that regulators will promptly shutter troubled lenders,
saying the forbearance offered to shaky savings and loans during
the 1980s only delayed the inevitable and proved "disastrous."


* Ex-GM CEO Henderson Joins AlixPartners as Consultant
------------------------------------------------------
Robert Snell at The Detroit News reports former General Motors Co.
Chief Executive Fritz Henderson will work as a consultant for
restructuring firm AlixPartners LLP based in Southfield, Michigan.

AlixPartners disclosed the hiring in papers filed with the U.S.
Bankruptcy Court for the Southern District of New York on Friday.
AlixPartners Vice Chairman Al Koch is chief executive and
president of Motors Liquidation.

Detroit News says the hiring comes one month after GM hired Mr.
Henderson as a $60,000-a-month consultant, specializing in
international operations.  Mr. Henderson was ousted by GM Chairman
and now-CEO Edward Whitacre Jr. on December 1.

According to Dow Jones, Mr. Henderson's consultant contract
started March 1.  He will work as an independent contractor.  Dow
Jones says AlixPartners did not indicate how long Mr. Henderson
will work as consultant, or his compensation.  Mr. Henderson,
however, will not consult on any matters involving the old GM,
known as Motors Liquidation Co.

"From time to time, AlixPartners contracts with experienced
specialists to complement our existing team and to help us grow,
and that's our purpose in signing on Fritz Henderson as an
independent contractor working on a part-time basis," AlixPartners
said in a statement, according to Dow Jones.

Dow Jones also notes AlixPartners' subsidiary firm AP Services LLC
has reaped millions handling GM's bankruptcy estate.  Dow Jones
relates the firm billed GM and its bankruptcy estate more than
$23 million in the 90 days leading up to and following the June 1
bankruptcy filing. Since then, AP Services has billed an
additional $12.7 million.


* Three Cohen & Grigsby Attys to be Recognized in Super Lawyers
---------------------------------------------------------------
Cohen & Grigsby disclosed that three of the firm's attorneys will
be honored in the July 2010 edition of Super Lawyers: Corporate
Counsel Edition. The honorees are:

   -- V. Susanne Cook, director and group head of the
      International Business Group who practices in
      Pittsburgh.

   -- William E. Kelleher, Jr., director and group head of the
      Bankruptcy and Creditors' Rights Group who practices in the
      Pittsburgh office.

   -- Thomas C. Wettach, a director in the Intellectual Property
      Group who practices in the Pittsburgh office.

"On behalf of the firm, I am pleased to congratulate these
accomplished attorneys on this outstanding achievement," said Jack
Elliott, president and CEO of Cohen & Grigsby.  "This recognition
aligns closely with the firm's 'Culture of Performance,' and
reflects our commitment to delivering strong legal and business
counsel and focusing on client satisfaction."

In 2008, Super Lawyers magazine launched Super Lawyers --
Corporate Counsel Edition.  Published six times a year, this
magazine includes nationwide listings of attorneys selected by
Super Lawyers in business-related practice areas and is sent to
25,000 corporate counsel and CEOs.

                      About Cohen & Grigsby

Established in 1981 in Pittsburgh, PA, Cohen & Grigsby is a
business law firm with headquarters in Pittsburgh and offices in
Naples and Bonita Springs, FL. Cohen & Grigsby attorneys cultivate
a culture of performance by serving as business counselors as well
as legal advisors to an extensive list of clients that includes
private and publicly held businesses, nonprofits, multinational
corporations, individuals and emerging companies.  The firm has
more than 130 lawyers in seven practice groups - Business & Tax,
Labor & Employment, Immigration/International Business,
Intellectual Property, Litigation, Bankruptcy & Creditors' Rights,
and Estates & Trusts.


* BOOK REVIEW: Corporate Recovery - Managing Companies in Distress
------------------------------------------------------------------
Authors: Stuart Slatter and David Lovett
Publisher: Beard Books
Softcover: 352 pages
List Price: $34.95
Review by Henry Berry

According to the authors, "turnaround management is everyday
management."  There are no miraculous remedies for bringing a
company out of its troubles; no formulas to apply that will
guarantee recovery.  Management has to be alert and flexible to
adapt to ever-changing business conditions both outside and within
a company.

Although turnaround management (or "crisis management" as the
authors also call it) is often regarded as a specialized type of
management or a gifted set of management skills, Slatter and
Lovett argue that any good manager should have the skills to be
able to move his or her company toward recovery.  Managers often
fail because they do not recognize or acknowledge the warning
signs of a crisis, not because they lacked the relevant management
skills.

Corporate Recovery does not teach managers how to become "crisis
managers."  While the book does provide guidance on what
management skills are required if a company slips into a crisis,
for the most part the authors take a broader view.  Crisis
management involves applying traditional management techniques in
an environment where the patient is seriously ill, both cash and
time are in short supply, and rapid recovery is required.  The
authors suggest that these same skills are necessary when a
company has been acquired and is inevitably undergoing some
changes, improvement of short-time financial performance is
sought, and a company is trying to head off a crisis rather than
pull itself out of one.

The authors give attention to both external and internal factors
and their interrelationship.  The reader is taken chapter by
chapter through all of the stages of distress in a company, from
early warning signs through pervasive problems to moving onto
solid ground and emerging from a turnaround.  The book does not
offer merely an academic analysis of the distinguishing factors of
each stage.  The authors provide relevant, effective action for
each stage of distress.  Different stages require different
actions.  Under circumstances of distress, the enthusiasm and
morale that are signs of a healthy company in normal times cannot
fix the causes of the problems.  Ordinary leadership skills such
as setting a good example and inspiring loyalty will not effect a
turnaround.  Fundamental in a successful turnaround is the actions
taken by a company's key decisionmakers.  Only they are in a
position to make the crucial decisions that can bring an
organization out of distress.

Corporate Recovery is an incomparable guide for managers of
companies in distress.  The book brings clarity to what is often a
clouded, disturbing, and stressful situation, even for the most
experienced decisionmakers.  This book can help an organization's
decisionmakers ward off or minimize hazards to its well being.
For ones who find themselves already in worrisome crisis
situations, it can be an invaluable handbook, no matter what stage
of the crisis.

Slatter is founding member of the Society of Turnaround
Professionals.  He works with corporations on turnarounds and
provides training for managers and executives.  Lovett has
extensive experience in turnarounds and heads his own firm helping
companies improve their operations and financial performance and
restore or increase corporate value.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***