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         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, March 23, 2010, Vol. 14, No. 81

                            Headlines

ABDUL SHEIKH: Wants Additional 90 Days to File Chapter 11 Plan
ADVANCED ENVIRONMENTAL: Delisted at Nasdaq Effective March 8
AGT CRUNCH: Liquidating Plan Goes to Creditors for Vote
AIRTRAN AIRWAYS: Faces Putative Class Action Lawsuit
ALLISON TRANSMISSION: S&P Gives Stable Outlook; Affirms 'B' Rating

AMACORE GROUP: Vicis Capital Holds 89.5% of Common Stock
AMBAC FINANCIAL: Bingham Representing Muni Bond Investors
AMBRILIA BIOPHARMA: TVT-Dox License Agreement Terminated
AMIDEE CAPITAL: Banks Want Case Dismissal or Ch. 11 Trustee
AMIDEE CAPITAL: Files Schedules of Assets and Liabilities

ANDRE CHREKY: Files for Chapter 11 Bankruptcy in Columbia
ANESIVA INC: Delisted at Nasdaq Effective March 19
ANNA NICOLE SMITH: Won't Get Anything From Late Husband's Estate
APARTMENT INVESTMENT: Moody's Affirms 'Ba1' Corp. Family Rating
ASARCO LLC: Objects to Bankruptcy Fees of Baker Botts, et al.

ASARCO LLC: Sues Sterlite for Backing Out of Original Sale Deal
ASARCO LLC: United Steelworkers Fee Cap Raised to $1,500,000
ASSOCIATED MATERIALS: Reports Decrease in Net Sales for Q4
AMERICAN HOME: Moody's Points to Deficiencies in Reconciliations
BERNARD MADOFF: Victims Appeal Ruling on Method for Paying Claims

BERTHEL SBIC: Receiver Sells Shares in Physician's Total Care
BILL KOLOVANI: Byler Management Buys Lebanon Market
B.K.V. INC.: Files for Chapter 11 in Boston
BUCYRUS COMMUNITY: Files for Chapter 11 Bankruptcy
CANWEST GLOBAL: Files Report on Progress of Sale Process

CANWEST GLOBAL: GSCP to Appeal Shaw Agreement Order
CANWEST GLOBAL: Monitor Reports Resignations of Skulsky & D&Os
CAPMARK FINANCIAL: Creditors Committee Has OK to Tap FDIC Counsel
CAPMARK FINANCIAL: Creditors Committee Proposes Litig. Counsel
CAPMARK FINANCIAL: Investment Unit Files Schedules & Statement

CENTENE CORPORATION: Moody's Upgrades Senior Debt Ratings to 'Ba2'
CHEMTURA CORP: Gives Cash Incentives Under 2009 Plan
CHEMTURA CORP: Proposes Process for Estimating Diacetyl Claims
CHEMTURA CORP: Reports $89 Million Net Loss for Q4
COATES INT'L: Consents to Assignment of Licenses to Almont Energy

COLUMBIA BANCORP: Delisted at Nasdaq Effective March 1
CONDOR INSURANCE: May Use Chapter 15 for Foreign Fraud Suit
COOPER-STANDARD: Reaches $355 Million Investment Agreement
CYNERGY DATA: Plan Exclusivity Extended to June 1
DECODE GENETICS: Delisted at Nasdaq Effective March 19

DENMAN TIRE: To Liquidate Assets Under Chapter 7
DETROIT MEDICAL: Vanguard Health Deal Won't Affect Moody's Rating
DOT VN: Reports $1.4-Mil. Net Loss for Jan. 31 Quarter
DRUG FAIR: Plan Offers 0.5% for Unsecured Creditors
EDDIE BAUER: Liquidating Chapter 11 Plan Confirmed

EPV SOLAR: Asks for Court Okay to Obtain $20MM in DIP Financing
EPV SOLAR: Gets Interim Okay to Use Cash Collateral
ESCADA AG: Admin. Claims Bar Date Set for March 31
ESCADA AG: Restated C. Marques Employment Pact Approved
ESCADA AG: U.S. Trustee Wants EUSA Case Converted to Ch. 7

ESCADA AG: U.S. Unit's Motion to Enforce Sale Order on 717 GFC
EXTENDED STAY: Accepts Starwood's $905MM Investment Offer
EXTENDED STAY: Creditors Committee Wants Examiner's Report
EXTENDED STAY: Files Second Amended Plan to Add Starwood Deal
EXTENDED STAY: Wants Plan Exclusivity Until July 1

EXTENDED STAY: Wants to Have Until March 26 to File Plan Outline
FAIRPOINT COMMS: Names K. McLean as Chief Information Officer
FEDERAL-MOGUL: Jose Alapont to Stay as CEO Through March 2013
FIRST REGIONAL BANCORP: Delisted at Nasdaq Effective March 8
FITNESS HOLDINGS: April 6 Hearing on Dismissal or Conversion Set

FORD MOTOR: Annual Shareholders' Meeting on May 13
FORD MOTOR: CEO Mulally Received $17.9 Million Pay for 2009
FRANCISCAN COMMUNITIES: Asks for Court Okay to Sell Assets
FUNDAMENTAL PROVISIONS: Court Sets April 7 as Claims Bar Date
GENERAL GROWTH: Glenn Rufrano Steps Down from Board of Directors

GENERAL MOTORS: Spyker Wins $1.2MM tax Credit for Michigan HQ
GENERAL MOTORS: U.K. Government Offers EUR300 Mil. in Opel Aid
GENERAL MOTORS: Weil Gotshal Bills $5.9MM for October-January
GENERAL MOTORS: Terms of Cubs Sponsorship Deal Termination
GOLDSPRING INC: Board Seeks to Implement 200-1 Reverse Stock Split

GRAY TELEVISION: Expects Non-Compliance with Leverage Ratio
GUARANTY FINANCIAL: Has Until July 19 to File Reorganization Plan
HARBORWALK LP: Files Schedules of Assets and Liabilities
HARBORWALK LP: U.S. Trustee Unable to Form Creditors Committee
HENRY DUNAY: Gets $210,000 for IP Assets Sold to Sandawana

HENRY S. MILLER: Files Ch. 11 Plan; Conversion Hearing April 13
HOTEL EQUITY FUND V: 3 Creditors File Involuntary Ch. 11 Petition
HOTEL EQUITY FUND V: Involuntary Chapter 11 Case Summary
ICAHN ENTERPRISES: Amends Tender Offer for Shares of Lions Gate
INFOR GLOBAL: Moody's Affirms 'B3' Corporate Family Rating

INFOR GLOBAL: S&P Affirms Corporate Credit Rating at 'B-'
JAMES KNOBLACH: Case Summary & 20 Largest Unsecured Creditors
JAYEL CORP: Wants to Use Cash Collateral to Pay Bank of Rogers
LEAR CORPORATION: Moody's Raises Corporate Family Rating to 'B1'
LIONS GATE: Icahn Now Wants All Shares, to Challenge Poison Pill

LODGENET INTERACTIVE: Inks Purchase Deal With Craig-Hallum
MAGUIRE PROPERTIES: Six Property-Owning Units in Default
MARSHALL EDWARDS: Receives Nasdaq Staff Determination
MSCI INC: S&P Removes 'BB' Corp. Credit Rating From CreditWatch
MEDIA SCIENCES: Subject to NASDAQ Delisting

MEGA BRANDS: Gets Court OK for Recapitalization Transaction
MESA AIR: Enters Into Six Rolls-Royce Engine Leases
NEW ENERGY SYSTEMS: Reaffirms $1.23 Per Share Guidance for 2010
NEXCEN BRANDS: Inks Default Waiver Deal with Unit
NORANDA ALUMINUM: S&P Raises Corporate Credit Rating to 'B-'

NORTEL NETWORKS: Completes Sale of Ethernet Business
NORTEL NETWORKS: Court OKs Sale of CVAS Biz. for $282MM
NORTEL NETWORKS: Court Won't Certify Stay Order on UK Proceeding
NORTEL NETWORKS: Reports Earnings of $488MM for 2009
NORTH AMERICAN TECHNOLOGIES: Files for Chapter 11 in Texas

OCEANAIRE INC: Landry's to Buy Assets Through Chapter 11 Plan
OPTI CANADA: Sets Annual Shareholders' Meeting for April 29
ORLEANS HOMEBUILDERS: Board Retains PMCM as Fin'l Advisor
OVERSEAS SHIPHOLDING: Moody's Affirms 'Ba2' Corp. Family Rating
PALM INC: Financial Woes May Boost Takeover Bids by Rivals

PANOCHE VALLEY: Court Denies Dismissal of Reorganization Case
PANOCHE VALLEY: U.S. Trustee Unable to Form Creditors Committee
PET DRX: Receives NASDAQ Delisting Determination Notice
PHEASANT RUN: Asks for OK to Use Republic Bank's Cash Collateral
PHILADELPHIA NEWSPAPERS: Appeals Court Bars Credit Bids at Auction

PINNACLE GAS: Receives Non-Compliance Notification From Nasdaq
PLAINS EXPLORATION: S&P Cuts Senior Unsec. Debt Rating to 'BB-'
PMI MORTGAGE: S&P Affirms Counterparty Credit Ratings at 'B+'
PRESERVE LLC: Ch. 11 Case Transferred to Los Angeles Division
RATHGIBSON INC: U.S. Trustee Opposes Sale Break-Up Fees

REGENT COMMUNICATIONS: U.S. Trustee Objects to Proposed Plan
RIO VISTA ENERGY: Delisted at Nasdaq Effective March 1
RIVER WEST: Case Dismissal Hearing Continued to March 30
RIVER WEST: Court OKs Use of Joffco Rental Income Until March 31
RIVER WEST: Files Schedules of Assets and Liabilities

ROB WHITTLE: Files for Chapter 11 to Restructure Mortgage
RVL TEXAS: Gets Court Approval to Hire Bankruptcy Counsel
SAVERS INC: Moody's Upgrades Corporate Family Rating to 'B1'
SEA LAUNCH: Can Access $12 Million Financing From Space Launch
SENSATA TECHNOLOGIES: Tender Offer for Notes Extended to March 25

SIMMONS BEDDING: Moody's Assigns 'B2' Corporate Family Rating
SIMMONS BEDDING: S&P Assigns Corporate Credit Rating at 'B'
SOUTH BAY EXPRESSWAY: Files for Chapter 11 Bankruptcy
STEELCLOUD INC: Delisted at Nasdaq Effective March 19
STERLING MINING: To Auction 100% of Common Stock on April 21

S-TRAN HOLDINGS: Case Converted to Chapter 7 Liquidation
SWOOZIE'S INC: Bidding Procedures OK'd; Landlords Object to Sale
SYMBIO SOLUTIONS: Gets Court Okay to Sell Assets to Broadlane
TARAZ KOOH: Court Extends Schedules Filing Deadline Until April 8
TARAZ KOOH: Gets Interim Nod to Use Cash Collateral

TARAZ KOOH: Section 341(a) Meeting Scheduled for April 13
THOMAS GROUP: Receives NASDAQ Notice of Non-compliance
TRILOGY DEVELOPMENT: Court to Hold Trial on Mechanic's Liens
TRONOX INC: Creditors Committee Drops Suit vs. Credit Suisse
TRONOX INC: Delays Filing of 2009 Financial Results

TRONOX INC: Plan Exclusivity Hearing Adjourned Until April 14
UAL CORP: Court Dismisses GSA Suit After Settlement Reached
UAL CORP: Expects 2010 ASM to be Down 3.4% Year-Over-Year
UAL CORP: Liquidity Among Strongest in Airline Industry
UAL CORP: Liquidity Initiatives Generated More Than $1.5BB in 2009

UNIGENE LABORATORIES: Amends Financing Agreement with Victor Park
UNIVERSITY SHOPPES: Wants Until March 30 to File Ch. 11 Plan
VAN HUNTER: Can Hire Singer & Levick as Bankruptcy Counsel
VANGUARD HEALTH: DMC Deal Won't Affect Moody's 'B2' Rating
VERAZ NETWORKS: Gets NASDAQ Minimum Bid Price Notice

VIA PHARMACEUTICALS: Delisted at Nasdaq Effective March 8
VISTEON CORP: Expecting Improved Proposal From Noteholders
VISTEON CORP: Now Offering Stock to Unsecured Creditors
VISTEON CORP: Proposes Plan Support Pact With Term Lenders
VYTERIS INC: Spencer Trask's Kimberlin Holds 82.9% of Shares

VYTERIS INC: Lehman Brothers Bankhaus Holds 6.4% of Shares
WALKING COMPANY: To Emerge From Bankruptcy in April
WASHINGTON MUTUAL: Wants Tranquility's $49MM Claim Disallowed
WATERSIDE CAPITAL: Delisted at Nasdaq Effective March 19
W&T OFFSHORE: S&P Affirms Corporate Credit Rating at 'B'

WEIGHT WATCHERS: Maturity Extension Won't Move Moody's Ba1 Rating
WHOLESALE PROPERTIES: Gets Interim Court OK to Use Cash Collateral
WIESE PROPERTY TRUST: Kenartha Gets Judgment in Litigation Case
WORLDSPACE INC: Liberty Not Opposed to Crashing Satellites

* Moody's: Dodd Bill May Reduce Systemic Support for Bank Debt

* BuckleySandler LLP Expands West Coast Litigation Practice
* Court Filing Details Alleged Misconduct by Simpson Thacher

* Large Companies With Insolvent Balance Sheets


                            *********


ABDUL SHEIKH: Wants Additional 90 Days to File Chapter 11 Plan
--------------------------------------------------------------
The Hon. Alan Ahart of the U.S. Bankruptcy Court for the Central
District of California will consider at a hearing on March 31,
2010, at 10:00 a.m., Abdul Halim Sheikh's request for an extension
in its exclusive periods to file and solicit acceptances of a
Chapter 11 plan.  The hearing date will be held at Courtroom 1375,
255 E Temple St., Los Angeles, California.

The Debtor filed the request for an extension before the exclusive
periods was set to expire on March 5.  The Debtor explained it
needed additional time to obtain financing from Oaktree
Investments Fund, LLC, to complete the remaining tenant
improvements at the Oceanside Center.

Palos Verdes Estates, California-based Abdul Halim Sheikh aka A.H.
Sheikh filed for Chapter 11 on Oct. 27, 2009 (Bankr. Case C.D.
Calif. No. 09-39652).  Paul R. Shankman, Esq., represents the
Debtor in its restructuring effort.  In its petition, the Debtor
listed assets and debts both ranging from $10,000,001 to
$50,000,000.


ADVANCED ENVIRONMENTAL: Delisted at Nasdaq Effective March 8
------------------------------------------------------------
The Nasdaq Stock Market, Inc., determined to remove from listing
the common stock of Advanced Environmental Recycling Technologies,
Inc., effective at the opening of the trading session on March 8,
2010.  Based on review of information provided by the Company,
Nasdaq Staff determined that the Company no longer qualified for
listing on the Exchange pursuant to Listing Rule 5550(b)(1).  The
Company was notified of the Staff's determination on June 26,
2009.

Upon review of the information provided by the Company, the Panel
issued a decision dated September 21, 2009, granting the Company
continued listing pursuant to an exception through December 23,
2009, by which date the Company was required to regain compliance
with Listing Rules 5550(b)(1) and 5550(a)(2). However, the Company
did not regain compliance by that date. On December 24, 2009, the
Panel notified the Company that trading in the Company's
securities would be suspended on December 29, 2009.  The Company
did not request a review of the Panel's decision by the Nasdaq
Listing and Hearing Review Council.  The Listing Council did not
call the matter for review.  The Panel's Determination to delist
the Company became final on February 8, 2010.

Advanced Environmental Recycling Technologies, Inc., founded in
1988, recycles polyethylene plastic and develops, manufactures,
and markets composite building materials that are used in place of
traditional wood or plastic products for exterior applications in
building and remodeling homes and for certain other industrial or
commercial building purposes.  Its products have been tested, and
are sold by leading national companies such as the Weyerhaeuser
Company (Weyerhaeuser), Lowe's Companies, Inc. (Lowe's) and
Therma-Tru Corporation.  The Company's products are primarily used
in renovation and remodeling by consumers, homebuilders, and
contractors as a low maintenance, exterior, green (environmentally
responsible) building alternative for decking, railing, and trim
products.  AERT operates manufacturing and recycling facilities in
Springdale and Lowell, Arkansas.  It also operates a warehouse and
reload complex in Lowell, Arkansas.


AGT CRUNCH: Liquidating Plan Goes to Creditors for Vote
-------------------------------------------------------
Bloomberg's Bill Rochelle reports that AGT Crunch Acquisition,
doing business as Crunch Fitness, won approval of the disclosure
statement explaining its liquidating Chapter 11 plan.  According
to the report, the Debtor will present the Plan to the Bankruptcy
Court for confirmation at a hearing scheduled for May 20.

Under the Plan, unsecured creditors will split $150,000 allocated
for the class.  The Plan will have the lenders carve out $150,000
for creditors.  In addition, the lenders will pick up costs of the
Chapter 11 case, including professional fees.  In return, the
lenders are to receive a release of claims.  The Official
Committee of Unsecured Creditors is supporting the Plan.

AGT Crunch Acquisition Co. and its affiliates operated the Crunch
Fitness chain of 19 high-end fitness clubs.  The clubs, with
73,000 members, are located in New York, Chicago, Los Angeles and
Rock Creek, Maryland.  New York-based AGT Crunch Acquisition LLC
and its affiliates filed for Chapter 11 on May 6, 2009 (Bankr.
S.D.N.Y. Lead Case No. 09-12889).  Davin J. Hall, Esq., at Dechert
LLP, represents the Debtors in their restructuring efforts.  Diana
G. Adams, the U.S. Trustee for Region 2, appointed seven creditors
to serve on the official committee of unsecured creditors.

The petition listed assets of $104 million against $102 million in
total liabilities.  Debt includes $56.7 million on a first-lien
loan now mostly owned by Angelo Gordon affiliates.  There is a
second-lien debt for another $22.7 million.


AIRTRAN AIRWAYS: Faces Putative Class Action Lawsuit
----------------------------------------------------
Motley Rice LLC has filed a putative class action lawsuit in South
Carolina against Airtran Airways, Inc. (Airtran) on behalf of
putative class representative Sandie Mallard alleging that the
defendant's negligence and breach of contract resulted in
significant financial loss when Airtran failed to operate flights
on which it sold tickets.

Filed in the Court of Common Pleas for the Ninth Judicial Circuit
of South Carolina, the lawsuit Sandie Mallard v. Airtran Airways,
Inc., claims that the low-cost air carrier is responsible for
breach of contract, negligence and negligent misrepresentation.
These allegations follow the voiding of thousands of confirmed and
paid for tickets on domestic and international Airtran flights
into and out of South Carolina, and the company's alleged
subsequent failure to notify costumers of cancellations, rebook
alternate flights and/or immediately refund ticket prices. Any
U.S. resident who held paid-in-full reservations made between
December 4, 2008, and March 22, 2010, for flights that were
scheduled to depart to and/or from South Carolina may be eligible
to participate in this lawsuit if his or her reservation was
cancelled due to Airtran's termination of service.

"As a teacher at Stratford High School, I have students who look
to me each day for guidance," said Plaintiff Sandie Mallard, "and
I owe it to them to stand up for myself no matter how intimidating
the opponent.  Airline passengers are tired of being taken
advantage of by airlines that not only violate contracts but
ignore passengers' rights to honest and lawful treatment.  The
airline needs to be held accountable to ticketed passengers who
rightfully expected that Airtran would transport them after
selling them tickets or at least immediately tell passengers
Airtran had made its final departure from South Carolina.  Instead
Airtran waited weeks, kept my money, and refused to rebook or even
help me, a ticketed passenger.  Airlines assume they can get away
with abusive behavior; after all they have in the past."

Airtran, a Delaware corporation authorized to do business in South
Carolina, operated as a certified common carrier, marketed, sold
and provided commercial air transportation to and from CHS for
both domestic and international flights beginning in May 2007.  On
July 2, 2009, Plaintiff Mallard booked four round-trip tickets to
Cancun, Mexico, on an Airtran flight departing on December 19,
2009, and returning on January 2, 2010.  Despite confirming her
reservation, Airtran terminated Mallard's flight and flights of
other customers.  The airline made no known effort to notify
customers of its intention to cease service and seemingly
concealed its intent to not honor the confirmed reservations.
Since Mallard has come forward, numerous individuals have also
reported similar financial loss due to travel experiences with
Airtran.

Representing Mallard is Motley Rice attorney and former Inspector
General for the U.S. Department of Transportation Mary Schiavo,
who said, "Sandie Mallard needlessly spent thousands of her own
dollars due to Airtran's actions.   We will do everything we can
to hold this organization accountable."

The alleged failure of Airtran to promptly notify and rebook or
immediately refund Mallard and other Airtran customers whose
flights were similarly terminated has resulted in substantial
financial losses on the part of the putative class, including the
cost of last-minute replacement airfare and other losses, charges,
surcharges and expenses incurred as a result of Airtran's failure
to provide transportation.  The lawsuit claims that the defendant
should be held responsible for these losses because of negligent
business practices and breach of contract.  On behalf of Mallard
and the other plaintiffs in the putative class, the lawsuit seeks
compensatory damages due to Airtran's cancellation of service and
reckless and deceptive practices.

                     About Motley Rice LLC

Motley Rice attorneys gained recognition for their aviation work
on behalf of hundreds of airplane crash victims and for dozens of
families who lost loved ones on each of the 4 planes crashed on
September 11, 2001.  With more than 60 attorneys and hundreds of
staff, the firm continues to handle complex litigation, including
cases in the areas of aviation disasters, securities and consumer
fraud, shareholder rights, asbestos bankruptcy, occupational
disease, environmental contamination, human rights, pharmaceutical
drugs and medical device defects.  Motley Rice is headquartered in
Mount Pleasant, South Carolina, and has additional offices in
Washington, D.C.; New York; Connecticut; Rhode Island; and West
Virginia.

                         About AirTran

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the
parent company of AirTran Airways, which has been ranked the
number one low-cost carrier in the Airline Quality Rating study
for the past two years.  AirTran is the only major airline with
Wi-Fi on every flight and offers coast-to-coast service on North
America's newest all-Boeing fleet.  Its low-cost, high-quality
product also includes assigned seating, Business Class and
complimentary XM Satellite Radio on every flight.

At December 31, 2009, AirTran had $2,284,172,000 in total assets,
including cash and cash equivalents of $542,619,000; against total
current liabilities of $726,539,000, long-term capital lease
obligations of $14,806,000, long-term debt of $917,122,000, other
liabilities of $111,760,000, deferred income taxes of $4,206,000,
and derivative financial instruments of $7,796,000; resulting in
stockholders' equity of $501,943,000.

                          *     *     *

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

The TCR said on July 10, 2009, Standard & Poor's Ratings Services
affirmed the airline's corporate credit rating at CCC+/Stable/--.


ALLISON TRANSMISSION: S&P Gives Stable Outlook; Affirms 'B' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on Allison Transmission Inc. to stable from negative and affirmed
its 'B' corporate credit rating and other ratings.

"The outlook revision reflects S&P's view that Allison will
continue to generate modest but still positive free operating cash
flow over the next several quarters, even as demand in its core
North American commercial-vehicle markets remains sluggish, as S&P
expect," said Standard & Poor's credit analyst Gregg Lemos Stein.
S&P believes prospects for a downgrade caused by diminished
liquidity are now more limited, and the more likely scenario is
that Allison will gradually reduce leverage through a small
improvement in year-over-year EBITDA combined with some debt
reduction.  S&P also expects cash balances to remain near current
levels or rise over time.

For 2010, S&P assumes that North American commercial-vehicle
demand will improve by about 10% compared to 2009 levels, although
this rise pales in comparison to the approximately two-thirds
decline in most truck segments during the past three years.  S&P
believes Allison's leverage will remain elevated until end-market
demand rebounds more strongly, but S&P does not expect this to
occur for several more quarters, as freight tonnage data remains
weak despite some signs of improvement in January and February.
Another constraining factor is the recent engine-emissions change,
which created a short-term boost in sales in the fourth quarter of
2009, but in S&P's view may lead to a dip in sales in the second
and third quarters of 2010, as engines become more expensive.

Longer term, S&P believes Allison's ability to improve its cash
flow generation for debt reduction will remain a key ratings
factor, particularly as the company moves closer to its large 2014
and 2015 debt maturities.  In S&P's view, the company's ability to
refinance these maturities will be determined partly by
significant leverage improvements prior to 2014.

Indianapolis-based Allison Transmission has a highly leveraged
financial risk profile, which in S&P's view overshadows the
company's good profitability and strong market shares as the
leading U.S. supplier of automatic transmissions for commercial
vehicles.  S&P considers Allison's business risk profile to be
fair, reflecting its good market position but also the highly
cyclical North American commercial-vehicle supplier business.

Allison's EBITDA margin remains very strong compared with those of
other rated commercial-vehicle suppliers, and S&P expects this to
remain the case at least in the near term.  Any sign of margin
erosion caused by changes in the competitive landscape or other
factors could lead us to reassess Allison's business risk profile.

S&P consider Allison's liquidity to be adequate for the company's
operating needs and other cash uses.

The outlook is stable.  The rating reflects S&P's expectation of
only moderate improvement in EBITDA and free operating cash flow
in 2010.  S&P could downgrade the company if further commercial-
vehicle production declines or margin deterioration lead to
negative free cash flow for multiple quarters, or if total
liquidity, including cash and revolving credit availability,
declines below $350 million.

S&P considers prospects for an upgrade limited for now because of
Allison's high leverage, but S&P could take such an action if
EBITDA improves and the company reduces debt permanently, leading
to leverage of 6x or better, including S&P's adjustments.  S&P
believes such an improvement would require Allison to maintain its
EBITDA margins while increasing revenues by approximately 25% from
2009 levels.


AMACORE GROUP: Vicis Capital Holds 89.5% of Common Stock
--------------------------------------------------------
Vicis Capital LLC disclosed it continues to hold 1,217,377,782
shares or roughly 89.5% of the common stock of The Amacore Group,
Inc. as of March 1, 2010.  The shares are held directly by Vicis
Capital Master Fund, for which Vicis acts as investment advisor.

                      About Amacore Group

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

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

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

                      Going Concern Doubt

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

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

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

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

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


AMBAC FINANCIAL: Bingham Representing Muni Bond Investors
---------------------------------------------------------
A group of leading mutual fund companies represented by Bingham
McCutchen LLP has organized to ensure that holders of municipal
bonds will be at the table and protected in any restructuring
undertaken by Ambac Financial Group, Inc., after its announcement
last week that it was delaying the filing of its annual Form 10-K
as a result of "ongoing discussions" with financial institutions
and the Office of the Commissioner of Insurance of the State of
Wisconsin.  The mutual fund companies manage over $20 billion in
municipal bonds guaranteed by Ambac.  The shareholders of the
funds are the nation's Main Street investors.  The mutual fund
companies are asking Ambac and the Commissioner to include them in
the "ongoing discussions" and provide them with the same access to
information that has been provided to other constituents.  The
mutual funds look forward to a productive and thorough dialogue
with the Commissioner and Ambac on this extremely important
project.

                      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.


AMBRILIA BIOPHARMA: TVT-Dox License Agreement Terminated
--------------------------------------------------------
Ambrilia Biopharma Inc. anticipates that the filing of its 2009
audited annual financial statements, annual management's
discussion and analysis, related CEO and CFO certifications and
its annual information form will be delayed beyond the filing
deadline of April 1st, 2010.

Ambrilia also announces that Fondazione Centro San Raffele del
Monte Tabor, G. Gaslini Children Hospital and University of
Alberta, informed Ambrilia of their decision to terminate the
License Agreement relating to TVT-Dox, since Ambrilia did not
achieve one of the milestones of sub-licensing the technology to a
third party on or before September 15, 2009.  Such termination
will come into force the 9th day of April 2010.

Ambrilia reports that, since its most recent default announcement
on November 16, 2009, there have not been any material changes to
the information contained therein, or any failure by Ambrilia to
fulfill its intentions with respect to satisfying the provisions
of the alternative information guidelines, and there have been no
additional defaults subsequent to such announcement.  Further,
there has been no additional material information concerning
Ambrilia and its affairs since its last bi-weekly Default Status
Report dated March 8, 2010, that has not been disclosed.  Ambrilia
intends to file, if required, its next Default Status Report by
April 1st, 2010.

Any recovery for creditors and other stakeholders, including
shareholders, is uncertain and is highly dependent upon a number
of factors, including the outcome of Ambrilia proceedings under
the Companies' Creditors Arrangement Act (Canada).

                     About Ambrilia Biopharma

Ambrilia Biopharma Inc. (CA:AMB 0.03, 0.00, 0.00%)  is a
biotechnology company focused on the discovery and development of
novel treatments for viral diseases and cancer.  The Company's
strategy aims to capitalize on its broad portfolio and original
expertise in virology.  Ambrilia's product portfolio is comprised
of oncology and antiviral assets, including two new formulations
of existing peptides for cancer treatment, a targeted delivery
technology for cancer, an HIV protease inhibitor program as well
as HIV integrase and entry inhibitors, Hepatitis C virus
inhibitors and anti-Influenza A compounds.  Ambrilia's head
office, research and development and manufacturing facilities are
located in Montreal.  For more information, please visit the
Company's web site: www.ambrilia.com.

The Company is currently subject to court protection under the
Companies' Creditors Arrangement Act (Canada) ("CCAA").


AMIDEE CAPITAL: Banks Want Case Dismissal or Ch. 11 Trustee
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
consider at a hearing on March 25, 2010, at 2:00 p.m., approval of
a request by Lone Star Bank and Sterling Bank for the dismissal of
the Chapter 11 cases, or appointment of a Chapter 11 trustee in
the bankruptcy cases, of Amidee Capital Group, Inc., et al.  The
hearing will be held at Corpus Christi, 1133 N Shoreline.

Lone Star and Sterling, creditors of the Debtors, said their
request is warranted, noting that Amidee Capital Group, Inc., the
former general partner, has withdrawn as general partner of the
Debtors by reason of the Chapter 11 filing.  ACG, according to
Lone Star and Sterling, lacked authority to act on behalf of the
partnership Debtors, and to file Chapter 11 bankruptcy cases on
behalf of the Debtors.

Lone Star and Sterling state that the Chapter 11 trustee will
administer the liquidation and winding up of the affairs of the
partnership Debtors in the event the limited partners fail to take
action to appoint successor.

Houston, Texas-based Amidee Capital Group, Inc., is a Texas
corporation formed in 2003 to acquire, renovate, operate and
resell real property.  The Company filed for Chapter 11 bankruptcy
protection on January 17, 2010 (Bankr. S.D. Tex. Case No. 10-
20041).  The Company's affiliates -- Amidee 2006 Preferred Real
Estate Income Program, Ltd., et al. -- filed separate Chapter 11
petitions.  Matthew Scott Okin, Esq., at Okin Adams & Kilmer LLP,
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 each in assets and liabilities
in its petition.


AMIDEE CAPITAL: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Amidee Capital Group, Inc., filed with the U.S. Bankruptcy Court
for the Southern District of Texas authorized, its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $7,626,000
  B. Personal Property            $2,606,511
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,285,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $66,309
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $9,335,651
                                 -----------      -----------
        TOTAL                    $10,232,511      $10,686,961

Houston, Texas-based Amidee Capital Group, Inc., is a Texas
corporation formed in 2003 to acquire, renovate, operate and
resell real property.  The Company filed for Chapter 11 bankruptcy
protection on January 17, 2010 (Bankr. S.D. Tex. Case No. 10-
20041).  The Company's affiliates -- Amidee 2006 Preferred Real
Estate Income Program, Ltd., et al. -- filed separate Chapter 11
petitions.  Matthew Scott Okin, Esq., at Okin Adams & Kilmer LLP
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


ANDRE CHREKY: Files for Chapter 11 Bankruptcy in Columbia
---------------------------------------------------------
Andre Chreky filed for Chapter 11 bankruptcy in the U.S.
Bankruptcy Court for the District of Columbia after a $2.3 million
judgement was entered against him in harassment suits filed by two
former employees.  Andre Chreky operates a salon shop.


ANESIVA INC: Delisted at Nasdaq Effective March 19
--------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock of Anesiva, Inc., effective at the
opening of the trading session on March 19, 2010.  Based on review
of information provided by the Company, Nasdaq Staff determined
that the Company no longer qualified for listing on the Exchange
pursuant to Listing Rule 5450(b)(1)(A).  The Company was notified
of the Staff's determination on July 17, 2009.

Upon review of the information provided by the Company, the Panel
issued a decision dated November 5, 2009, granting the Company
continued listing pursuant to an exception through December 31,
2009, by which date the Company was required to regain compliance
with Listing Rules 5450(b)(1)(A) and 5110(a).

However, the Company did not regain compliance by that date.  On
December 29, 2009, the Panel notified the Company that trading in
the Company's securities would be suspended on January 4, 2010.
The Company did not request a review of the Panel's decision by
the Nasdaq Listing and Hearing Review Council.  The Listing
Council did not call the matter for review.  The Panel's
Determination to delist the Company became final on February 18,
2010.

                          Balance Sheet

At September 30, 2009, the Company's consoldated balance sheets
showed $1,107,000 in total assets and $21,697,000 in total
liabilities, resulting in a $20,590,000 stockholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $703,000 in total current
assets available to pay $21,444,000 in total current liabilities.

                       Going Concern Doubt

The Company had incurred recurring operating losses and negative
cash flows from operations. At September 30, 2009, the Company has
a negative working capital and a stockholders' deficit.  "These
conditions raise substantial doubt about the Company's ability to
continue as a going concern."

                        About Anesiva Inc.

Based in South San Francisco, California, Anesiva, Inc. (Nasdaq:
ANSV) -- http://www.anesiva.com/-- was incorporated on
January 19, 1999, in Delaware.  The Company is a biopharmaceutical
company focused on the development and commercialization of novel
therapeutic treatments for pain management.  Anesiva's lead
product candidate is Adlea, a novel small molecule formulation of
capsaicin that is currently in development for the management of
acute pain following orthopedic surgeries.


ANNA NICOLE SMITH: Won't Get Anything From Late Husband's Estate
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the 9th U.S. Circuit
appeals court in San Francisco ruled March 19 that Playboy model
Anna Nicole Smith, formally known as Vickie Lynn Hogan, is
entitled to nothing from the estate of her deceased husband, Texas
billionaire J. Howard Marshall.

Ms. Smith married Mr. Marshall in 1994 when she was 26.  She filed
under Chapter 11 in 1996 as part of a struggle over the estate of
Marshall, who died barely a year after they were wed.  She died in
February 2007.

According to the Bloomberg report, in 2000, the bankruptcy judge
awarded Ms. Smith $449 million from the estate arising from a
counterclaim she filed in bankruptcy court in a lawsuit by one of
Marshall's sons.  The 9th U.S. Circuit appeals court in San
Francisco threw out the judgment in 2004, holding that the
bankruptcy court didn't have jurisdiction over probate matters.
The U.S. Supreme Court in May 2006 issued a decision, overruling
the federal appeals court and finding that the bankruptcy court
had jurisdiction, even though the issues also could have been
decided in the Texas probate court.

The Supreme Court remanded the case for the federal appellate
court to decide whether her victory in the bankruptcy and district
courts was knocked out because a Texas probate court had entered
judgment first against her.  On remand from the Supreme Court, the
9th Circuit issued its decision on March 19, concluding that the
bankruptcy court didn't have so-called core jurisdiction.  The 9th
Circuit noted that before the U.S. district court was able to
enter judgment in her favor, the Texas probate court had entered
judgment against her saying she was entitled to nothing from her
deceased husband's estate.

The case is Marshall v. Stern (In re Vickie Lynn Marshall),
9th U.S. Circuit Court of Appeals (San Francisco).


APARTMENT INVESTMENT: Moody's Affirms 'Ba1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 corporate family and
Ba3 preferred ratings of Apartment Investment & Management Co. The
outlook remains stable, reflecting the REIT's improved portfolio
which offsets Moody's concerns with respect to weaker credit
metrics.  It also reflects AIMCO's ability to raise capital to
fund near term obligations, as well as Moody's expectation that
the company will maintain occupancies in the low to mid-90% range
without significant impairments to cash flow.

AIMCO has consistently operated with higher levels of leverage and
thinner fixed charge coverage than its peers.  Net debt relative
to EBITDA was 9.3x at year end 2009, and FCCR was 1.4x; the
respective averages for Moody's-rated multifamily REITs is 8.6x
and 1.9x.  Moreover, AIMCO utilizes almost exclusively secured
debt (53% of gross assets at 12/31/09), and maintains little to
none in the way of unencumbered assets.  However, the company has
improved the quality and performance of its portfolio through the
disposition of non-core assets located in secondary and tertiary
markets, while giving up little diversification, and proceeds have
been applied against near term maturities.  Asset sales have
totaled $1.3 billion in 2009 and more than $6 billion since 2002,
while rental margins have improved and average rents in its
conventional portfolio have increased to approximately $1,100 in
2009 from $719 in 2003.  Finally, AIMCO's debt maturity profile is
evenly laddered and has a weighted-average maturity of over eight
years, among the longest in its peer group.

AIMCO's ratings would likely be upgraded if the REIT were to
improve its fixed charge coverage to 2x and reduce leverage closer
to 50% of gross assets and 7x net debt / EBITDA.  The REIT's
capital structure would need to be altered significantly to
include a meaningful level of unencumbered assets.  Moody's does
not perceive these changes as likely.  Moody's would likely
downgrade AIMCO's ratings should fixed charge coverage fall below
1.3x, effective leverage increase to over 65% or net debt / EBITDA
approach 10x.

These ratings were affirmed with a stable outlook:

  -- Apartment Investment and Management Co. -- Ba1 corporate
     family rating; Ba3 preferred equity rating.

In its last rating action with respect to AIMCO in December 2007,
Moody's assigned the Ba1 corporate family rating and affirmed the
Ba3 preferred rating.

Aimco is a real estate investment trust headquartered in Denver,
Colorado that owns and operates a geographically diversified
portfolio of apartment communities, totaling 870 properties and
135,654 apartment units.  Aimco's properties are located in 44
states, the District of Columbia and Puerto Rico.


ASARCO LLC: Objects to Bankruptcy Fees of Baker Botts, et al.
-------------------------------------------------------------
In separate objections, ASARCO LLC asks the Bankruptcy Court to
deny approval of the final fee applications of these
professionals:

                                   Requested     Requested
  Professional                       Fees         Expenses
  ------------                   ------------    ----------
  Baker Botts L.L.P.             $113,338,522    $6,065,598
  Barclays Capital Inc.            12,441,774     1,200,421
  Stutzman, Bromberg, Esserman     19,317,274       905,433
  Reed Smith LLP                   16,842,375       839,198
  Oppenheimer, Blend, Harrison     10,187,728       647,076
  Anderson Kill & Olick LLP         6,014,177       620,937
  FTI Consulting Inc.               6,482,123       150,656
  Robert C. Pate, FCR               1,442,277        73,680
  LECG, LLC                           140,460        10,812

The Applicants have not met their burden of demonstrating that
their requested compensation is reasonable or that the underlying
services were necessary to the bankruptcy estates, Charles A.
Beckham, Jr., Esq., at Haynes and Boone, LLP, in Houston, Texas,
argues, on behalf of the Debtors.  He asserts that the Applicants
have failed to identify sufficient material benefit conferred on
the estate for the bulk of the services for which compensation is
sought or otherwise demonstrate that their services were not
duplicative of services provided by other estate professionals.

Mr. Beckham also argues that the Final Fee Applications have
incomplete information and do not comply with the Bankruptcy
Court's Expense and Application Guidelines, rendering the
applications impossible for the Court to determine that the
Applicants' services were necessary and provided a benefit to the
Debtors' estates.  Therefore, to the extent any fee is approved
on a final basis, ASARCO asserts that the approval should be
substantially less than the amount currently requested by the
Applicants.

The Court will consider the Fee Applications of LECG, Stutzman
Bromberg, the FCR, Oppenheimer Blend and Anderson Kill at a
hearing on June 1, 2010.  The Fee Applications of Baker Botts,
Barclays Capital, Reed Smith, and Jordan, Hyden, Womble, Culbreth
and Holzer, P.C., will be considered on June 2.

                ASARCO and Fulbright Stipulate

ASARCO LLC and Fulbright & Jaworski L.L.P. agree in a Court-
approved stipulation that ASARCO's time to file and serve an
answer to the Fulbright's final fee application will be extended
through March 24, 2010.  The original deadline was March 10.

Fulbright is the special local counsel for the Debtors' Official
Committee of Unsecured Creditors.

                         *     *     *

Judge Schmidt approves and allow the Final Fee Application of
Alvarez & Marsal N. America LLC for $4,741,371 in fees and
$639,680 in expenses.

                        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: Sues Sterlite for Backing Out of Original Sale Deal
---------------------------------------------------------------
ASARCO LLC commenced an adversary proceeding against Sterlite
(USA), Inc., and Sterlite Industries (India) Ltd. relating to
Sterlite's breach of the Parties' original Purchase and Sale
Agreement for substantially all of ASARCO's tangible and
intangible operating assets for, among other consideration,
$2.6 billion in cash and the assumption of certain substantial
obligations and debt.

Sterlite's intentional and blatant breach of the Original PSA
caused significant damage to ASARCO, J. Clifford Gunter III,
Esq., at Bracewell & Giuliani LLP, in Houston, Texas, asserts.

As a result of Sterlite's breach, Mr. Gunter contends that, among
other things:

  (1) ASARCO did not receive the benefit of its bargain,
      including the $2.6 billion consideration it was entitled
      to receive under the Original PSA;

  (2) ASARCO did not get the benefit of Sterlite assuming the
      hundreds of millions of dollars in liabilities and
      contractual obligations that it was required to assume
      under the Original PSA;

  (3) creditors, who would have received distributions on
      account of their claims pursuant to the Debtors' Plan,
      would have received those distributions perhaps more than
      one year earlier than turned out to be the case after
      Sterlite's prolonged renegotiation and the competing plan
      process that culminated in the confirmation and
      consummation of the Parent's Plan; and

  (4) ASARCO and its bankruptcy estate incurred significant
      costs during that one-year delay, including ongoing costs
      of operations and significant fees and expenses of
      professionals employed at the expense of the estate, all
      of which would have been avoided if Sterlite had complied
      with the Original PSA.

ASARCO will quantify damages and identify and quantify other
elements of damage as a direct result of Sterlite's breach of the
Original PSA through discovery or otherwise, Mr. Gunter says.

Mr. Gunter argues that Sterlite breached the Original PSA by
refusing to pay the $2.6 billion purchase price as required by
the Original PSA, refusing to assume the hundreds of millions of
dollars in liabilities and contractual obligations as required,
failing to fulfill its express warranty to have sufficient cash
available for the acquisition at the time Sterlite signed the
Original PSA and on the Closing Date, and failing to "use
commercially reasonable efforts to cooperate, assist and consult
with" ASARCO "to secure the entry of the Plan Confirmation Order"
and to consummate the Original PSA, among other reasons.

ASARCO, therefore, asks Judge Schmidt to allow ASARCO to recover
from Sterlite (i) actual damages and any additional monetary
damages as a result of Sterlite's breach, including costs
associated with ASARCO's mitigation efforts, and (ii) costs,
disbursements and attorneys' fees in connection with the action.

                        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: United Steelworkers Fee Cap Raised to $1,500,000
------------------------------------------------------------
At ASARCO LLC's behest, Bankruptcy Judge Schmidt amends the order
authorizing the Debtors to pay certain professional fees and
expenses incurred by the United Steelworkers.  The Parent's
objection to the request is overruled in all respects.

Among the modifications noted in the Amended Reimbursement
Procedures Order are:

  -- the increase of the Aggregate Union Fee Cap to $1,500,000;
     and

  -- the inclusion in the professional activities for which fees
     are authorized of (i) participation in the plan of
     reorganization process, and (ii) negotiations and
     litigation, including appellate litigation relating to a
     new collective bargaining agreement and the 2007 ASARCO
     request to approve New Collective Bargaining Agreement with
     Unions.

Fees will be limited to the period through the date of the
confirmation of the Parent's Plan of Reorganization, the Court
clarifies.  To the extent the fees for the USW professionals'
activities through confirmation exceed the increased Aggregate
Union Fee Cap, the USW will designate the allocation between
professionals and periods for which it seeks reimbursement up to
the Aggregate Union Fee Cap.

The Court doesn't see the need to resolve the issues under the
National Labor Relations Act raised by the Parent or to interpret
the NLRA.  Judge Schmidt notes that he has no jurisdiction over
claims raised by the Parent under the NLRA and any determination
by the Bankruptcy Court of those issues under the NLRA would not
be binding on the tribunal charged with the enforcement of that
law, the National Labor Relations Board.

                        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)


ASSOCIATED MATERIALS: Reports Decrease in Net Sales for Q4
----------------------------------------------------------
Associated Materials reported results for the quarter and fiscal
year ended Jan. 2, 2010.

Net sales decreased 0.6% to $274.0 million for the fourth quarter
of 2009 compared to $275.6 million for the same period in 2008
primarily due to decreased unit volumes in vinyl siding and metal
products, partially offset by increased window unit volumes and
the impact of the stronger Canadian dollar in the fourth quarter
of 2009.  During the fourth quarter of 2009 compared to the same
period in 2008, vinyl siding unit volumes decreased by 16%, while
vinyl window unit volumes increased by 9%.  Gross profit in the
fourth quarter of 2009 was $74.4 million, or 27.1% of net sales,
compared to gross profit of $64.7 million, or 23.5% of net sales,
for the same period in 2008.  The increase in gross profit as a
percentage of net sales was primarily a result of cost reduction
initiatives, improved operational efficiencies and procurement
savings.

Selling, general and administrative expense decreased to
$51.5 million, or 18.8% of net sales, for the fourth quarter of
2009 versus $53.1 million, or 19.3% of net sales, for the same
period in 2008.  Selling, general and administrative expense for
the quarter ended January 2, 2010 includes tax restructuring costs
of $0.2 million and a $0.5 million adjustment to decrease employee
termination costs recorded in the prior quarter.  Excluding these
items, selling, general and administrative expense for the quarter
ended Jan. 2, 2010 decreased $1.3 million compared to the same
period in 2008.  The decrease in selling, general and
administrative expense was primarily due to decreased personnel
costs as a result of reduced headcount and decreased professional
fees, partially offset by increases in EBITDA-based incentive
compensation programs.

For the fiscal year ended Jan. 2, 2010, net sales were
$1,046.1 million, or 7.7% lower than net sales of $1,134.0 million
for the 2008 fiscal year primarily due to decreased unit volumes
across all product categories, principally in vinyl siding, vinyl
windows and metal products, and the impact of the weaker Canadian
dollar during the first three quarters of 2009.  For the fiscal
year ended January 2, 2010, compared to the 2008 fiscal year,
vinyl siding unit volumes decreased by 17%, while vinyl window
unit volumes decreased by 1%.  Gross profit for the fiscal year
ended January 2, 2010, was $280.4 million, or 26.8% of net sales,
compared to gross profit of $274.8 million, or 24.2% of net sales,
for the 2008 fiscal year.  The increase in gross profit as a
percentage of net sales was primarily a result of cost reduction
initiatives, improved operational efficiencies and procurement
savings.

Tom Chieffe, President and Chief Executive Officer, commented,
"With fourth quarter sales relatively consistent with the prior
year, the impact of the ongoing weakness in the housing markets
was considerably less than what was experienced during the first
three quarters of the year.  Our continued focus on cost reduction
initiatives, improved operational efficiencies, pricing
disciplines and working capital management have resulted in
improved margins, profitability and operating cash flow in 2009.
As we begin 2010, we will continue to improve on these initiatives
while focusing on growth through new product development and
expansion of our customer base and distribution network."

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?5b62

                   About Associated Materials

Based in Cuyahoga Falls, Ohio, Associated Materials LLC fka
Associated Materials Inc. -- http://www.associatedmaterials.com/
-- is a manufacturer of exterior residential building products,
which are distributed through company-owned distribution centers
and independent distributors across North America.  AMI produces a
broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  AMI is a privately held, wholly owned
subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH, which is a wholly owned subsidiary
of AMH II, which is controlled by affiliates of Investcorp S.A.
and Harvest Partners Inc.

At October 3, 2009, the Company's consolidated balance sheets
showed $825.4 million in total assets, $213.5 million in total
current liabilities, $46.8 million in deferred income taxes,
$58.8 million in other liabilities, and $208.5 million in long-
term debt.  Member's equity at October 3, 2009, was
$297.8 million.

                          *     *     *

In June 18, 2009, Standard & Poor's Ratings Services affirmed its
'CCC+' corporate credit ratings and negative outlook on AMH
Holdings Inc. and Associated Materials Inc.  S&P says the ratings
and outlook on AMH Holdings and AMI incorporate a highly leveraged
financial profile and a significant increase in cash interest
expense starting September 2009.


AMERICAN HOME: Moody's Points to Deficiencies in Reconciliations
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the Aaa ratings of the Series 2009-ADV2 notes issued from AH
Mortgage Advance Trust 2009-ADV2 (SAF).  The sponsor of the
transaction is American Home Mortgage Servicing, Inc.  The rating
action is driven by certain deficiencies in the reconciliation
process for deals serviced by AHMSI.  The SAF is backed by
reimbursement rights for servicer advances that AHMSI makes for
the residential mortgage backed securitizations that it services.
Moody's, however, is not taking any rating action on RMBS serviced
by AHMSI, solely as a result of the concerns related to the
reconciliation processes.

The rating action on the SAF reflects Moody's concerns about a
significant number of aged reconciliation items outstanding in
AHMSI's RMBS custodial bank accounts.  Custodial bank account
reconciliation is the process of comparing figures from the
accounting records (cash book, loan level records) against those
shown on the monthly bank statements.  When a servicer is unable
to reconcile any entry between the bank books and the accounting
books, that entry becomes a "reconciliation item."  Although
reconciliation items are not uncommon in the mortgage servicing
industry, servicers will typically resolve such items within 30
days of being identified.  As items age beyond 30 days or more,
the probability that either the servicer or the SAF may suffer a
loss increases, although there has been no evidence of this from
the items cleared to date.  In the case of AHMSI, there is a
significant amount of aged (60 days or more) reconciliation items.
The majority of the aged reconciliation items for AHMSI exist in
these areas: loan liquidations, loan modifications, mortgage
insurance claims, and the servicer's "stop-advance" process on
delinquent loans.  AHMSI has been working to clear these
reconciliation items.  Even as AHMSI has cleared a large number of
outstanding items, new reconciliation items have been created.
All RMBS that are serviced by AHMSI and rated by Moody's
(including RMBS transaction for which servicer advances have been
pledged to the SAF) were also reviewed in the context of the
concerns.  The incremental credit risk posed to the RMBS solely as
a result of the issues identified was not considered material in
comparison to current expectation of losses on these deals.
Therefore no rating actions were taken on the RMBS serviced by
AHMSI solely as result of the reconciliation issues identified.
AHMSI has indicated that reporting inconsistencies between two
internal systems, Loan Processing System and a custom designed
system, have caused most of the reconciliation items.  AHMSI's
servicing system, or the system of record, is LPS.  However, LPS
is not the system that AHMSI uses for all functions related to
investor reporting.  For reporting to investors, master servicers
and other transaction related parties AHMSI uses a custom designed
solution.

AHMSI has provided information on the aged reconciliation items,
including its corrective action plan. As part of this action plan,
AHMSI has contracted with third-party vendors to resolve the aged
items, determine their root causes, assist in the implementation
of permanent process modifications to prevent recurrence and
perform quality control checks on the remedial measures.

The most recent estimate from AHMSI to complete this project is
over the next four to six months. AHMSI has committed to increase
the reserve fund of the SAF by $20 million. This incremental
reserve amount can reduce with the resolution of the
reconciliation items.  In any case, the management has
communicated to us that until such time that all aged
reconciliation items are resolved, the net incremental addition to
reserve fund will not be lower than $10 million.  In Moody's
opinion this contribution by AHMSI demonstrates a strong
commitment to resolving the issues and provides additional
protection against any potential losses attributable to unresolved
reconciliation items.  If the aged reconciliation items are
resolved, show no signs of re-occurring and an independent third
party validates the improving situation Moody's is likely to
reaffirm the Aaa rating.  On the other hand, if the reconciliation
items continue to grow, over next three months, Moody's will
downgrade the SAF notes.

The AH Mortgage Advance Trust 2009-ADV2 transaction closed in
August 2009 and its revolving period is due to end August 2010. At
such time, the rated notes will begin to amortize and the SAF will
no longer finance new advances made to the pledged RMBS
transactions.

The complete rating action is:

   The Class A-1 term note: Aaa on review for possible downgrade;
                            Previous rating action on August 13,
                            2009, rated Aaa.

   Series 2009-ADV2
   Variable Funding Notes:  Aaa on review for possible downgrade;
                            Previous rating action on August 13,
                            2009, rated Aaa.


BERNARD MADOFF: Victims Appeal Ruling on Method for Paying Claims
-----------------------------------------------------------------
Thom Weidlich at Bloomberg News reports that former customers of
Bernard Madoff have appealed a bankruptcy judge's decision that
lets the liquidator of Madoff's business reject phony profits when
calculating investors' claims for repayment.  According to the
report, at least 10 notices of appeal have been filed since
March 18, including one yesterday by Lawrence Elins and Malibu
Trading & Investing LP.

Bankruptcy Judge Burton Lifland is allowing investors to
immediately take an appeal to the U.S. appeals court in New York,
exempting the victims from first filing the appeal to the federal
district court.

Judge Lifland on March 1 issued a decision granting the Madoff
trustee's request to disregard fake profits in computing claims of
investors defrauded by Bernard Madoff and compute the claims based
on Net Equity.  Irving H. Picard defined Net Equity as the amount
of cash deposited by the customer into his BLMIS customer account
less any amounts already withdrawn by him.  Thousands of
customers, however, objected, arguing the amounts on Madoff's
final account statements should be used.

The Court noted that rather than engaging in legitimate trading
activity, Mr. Madoff used customer funds to support operations and
fulfill other investors' requests for distributions of profits to
perpetuate his Ponzi scheme.  Thus, any payment of "profit" to a
BLMIS customer came from another BLMIS customer's initial
investment.  "It would be simply absurd to credit the fraud and
legitimize the phantom world created by Madoff when determining
Net Equity," Judge Lifland ruled.

A copy of the court ruling is available for free at:

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

                   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.)


BERTHEL SBIC: Receiver Sells Shares in Physician's Total Care
-------------------------------------------------------------
The United States District Court for the Northern District of
Iowa, approved on March 3, 2010, the First Receiver's Report filed
by the United States Small Business Administration, as the
Receiver of Berthel SBIC, LLC, a wholly owned subsidiary of
Berthel Growth & Income Trust I.

The First Receiver's Report is for the period January 7, 2009,
through December 31, 2009.  Pursuant to the Report, the United
States Small Business Administration gave notice of the
disposition of securities in Physician's Total Care, Inc., an
Oklahoma corporation, to PTC pursuant to a Securities Purchase
Agreement dated December 11, 2009.  Pursuant to the Transaction,
Berthel SBIC transferred to PTC 100,000 shares of the common stock
of PTC and a promissory note made payable by PTC dated August 15,
2008, in the original principal amount of $500,000, on which PTC
was in default.  As total consideration for the transfer of the
Securities, Berthel SBIC received from PTC the purchase price of
$85,000 in cash.  The Securities represented all of the investment
of Berthel SBIC in PTC.

There are no material relationships, other than in respect of the
Transaction, between PTC and Berthel SBIC or Berthel Growth &
Income Trust I or any of their affiliates, directors, officers or
any associate of any such director or officer.

The Report also indicated that Total Cash on Hand for Period Ended
December 31, 2009, was $354,390.67

A full-text copy of the First Receiver's Report is available at no
charge at http://ResearchArchives.com/t/s?5b8a

                     Berthel SBIC Receivership

As reported by the Troubled Company Reporter on September 22,
2008, Berthel SBIC violated the terms of its loan agreement dated
September 1, 2003, with the United States Small Business
Administration by failing to pay the balance of the loan in full.
As of September 1, 2008, the balance of the loan is $2,777,946.30.
As a result of the default, the United States Small Business
Administration on September 3, 2008, issued Berthel SBIC a notice
of default, indicating that if Berthel SBIC does not pay the
amount in full within 30 days, the United States Small Business
Administration will take appropriate legal action.

On January 7, 2009, the U.S. Court for the Northern District of
Iowa entered a Consent Order and Judgment by which the Court
appointed the United States Small Business Administration as the
receiver for Berthel SBIC (Commission File number 811-08451), for
the purpose of liquidating all of the assets of Berthel SBIC and
satisfying the claims of its legitimate creditors in the order of
priority as determined by the court.

The Receiver has retained Barbara R. Klein as Principal Agent for
the Receiver.  The Receiver also retained an accounting firm, the
Riggs Group, PC, to perform accounting and cash management
functions, as needed, including the processing of accounts
payable, accounts receivable and bank account reconciliation.  The
Receiver also retained Recovery Support Services, Inc., to provide
administrative services to the Receivership including, but not
limited to, paralegal and office administrative services.  The
Receiver entered into a retainer agreement with the law firm of
Ober, Kaler, Grimes & Shriver, P.C., Washington, D.C., to provide
limited securities and corporate law advice, as needed.

                       About Berthel Growth

Based in Marion, Iowa, Berthel Growth & Income Trust I was a
Delaware business trust that has elected to be treated as a
business development company under the Investment Company Act of
1940.  The trust's Registration Statement was declared effective
June 21, 1995, at which time the trust began offering Shares of
Beneficial Interest.  The underwriting period was completed on
June 21, 1997, with a total of $10,541,000 raised.

The trust is a closed-end management investment company intended
as a long-term investment and not as a trading vehicle.

At September 30, 2008, the Trust had $2,760,919 in total assets
and $9,565,186 in total liquidation.


BILL KOLOVANI: Byler Management Buys Lebanon Market
---------------------------------------------------
Barbara Mill at The Patriot-News Byler Management Company is
buying Lebanon Farmers Market at Lebanon County, in Pennsylvania.

The sale of the market was prompted by the bankruptcy of owner
William Kolovani.  M&T Bank, which holds the mortgage on the
property, had foreclosed on the property.

The buyer, Byler Management, owns golf courses and other
businesses in Lebanon County.

Bill Kolovani was a Lebanon county-based developer.  He filed for
Chapter 11 before the U.S. Bankruptcy Court for the Middle
District of Pennsylvania.  The U.S. Trustee requested that the
case be converted to Chapter 7 liquidation.


B.K.V. INC.: Files for Chapter 11 in Boston
-------------------------------------------
B.K.V. Inc., doing business as Tello's, filed for Chapter 11
protection on March 19 in Boston (Bankr. D. Mass. Case No. 10-
12855).

Tello's is a nine-store Massachusetts juniors and young
menswear retailer.  The petition says assets are less than
$1 million while debt exceeds $1 million.

Bill Rochelle at Bloomberg News reports that A.J. Financial Inc.,
the secured lender, is owed $270,000 and is consenting to the use
of cash.  A court filing says the company has $100,000 cash and
inventory with a $1.2 million retail value.


BUCYRUS COMMUNITY: Files for Chapter 11 Bankruptcy
--------------------------------------------------
Bucyrus Community Hospital filed for Chapter 11 bankruptcy to
complete a financial reorganization (Bankr. N.D. Oh. Case No. 10-
61078).

The 25-bed acute-care hospital in Bucyrus, Ohio, says it would be
business-as-usual while in Chapter 11.  The hospital's board of
directors says the bankruptcy process will help Bucyrus create a
financially strong health care system.

According to WMFD.com, Bucyrus Community in January entered into a
temporary agreement with healthcare management firm, Quorum Health
Resources.  The hospital had ended its relationship with Gerard
Klein, President and Chief Executive Officer for the past 10
years.  The financial reorganization process is expected to take
between 90 and 120 days and anticipate the full restructuring
process will take approximately 12 to 18 months to complete.

Bill Rochelle at Bloomberg News reports that the hospital owes
$25.9 million on a mortgage guaranteed by the U.S. Department of
Housing and Urban Development.  The mortgage has been in default
since December.

According to the Bloomberg Report, the hospital blamed its
problems on the cost of an expansion and the 14% unemployment rate
in the surrounding community that resulted in fewer managed-care
patients.

Bucyrus Community said assets and debt both range from $10 million
to $50 million.


CANWEST GLOBAL: Files Report on Progress of Sale Process
--------------------------------------------------------
FTI Consulting Canada Inc., the Court-appointed monitor to Canwest
Publishing Inc./Publications Canwest Inc., Canwest Books Inc.,
Canwest (Canada) Inc., and Canwest Limited Partnership/Canwest
Societe en Commandite -- the LP Entities -- under the proceeding
under the Companies' Creditors Arrangement Act, filed with the
Ontario Court a report on the:

  (a) results of Phase 1 of the Sale Investor and
      Solicitation Process;

  (b) Phase 2 of the SISP, including the need to implement
      a procedure for the submission, evaluation and
      adjudication of claims against the LP Entities as a
      result of Phase 1 of the SISP;

  (c) resignations of (i) Dennis Skulsky as President, Chief
      Executive Officer and senior employee of CPI, and (ii) the
      directors and officers of the LP Entities; and

  (d) status of the transition or termination of certain shared
      services arrangements between the LP Entities and the CMI
      Entities in accordance with the Shared Services Transition
      Agreement and certain proposed amendments thereto.

                 Results of Phase 1 of the SISP

According to the report, in accordance with the Support
Transaction and the terms of the Initial Order, the LP Entities
were directed and authorized to proceed with the SISP on the terms
set out in the Procedures for the Sale and Investor Solicitation
Process.

On January 11, 2010, RBC Dominion Securities Inc., a member of RBC
Capital Markets, under the supervision of the Monitor, commenced
Phase 1 of the SISP, during which the Financial Advisor was to
solicit expressions of interest from financial and strategic
parties to acquire all or substantially all of the assets of the
LP Entities or invest in the LP Entities.

During Phase 1 of the SISP, the Financial Advisor contacted 182
potentially interested strategic and financial parties.  Of these,
a significant number of interested parties executed a
confidentiality agreement and were provided with copies of the
confidential information memorandum containing detailed, non-
public information about the business and financial affairs of the
LP Entities and the National Post Inc.

On March 5, 2010, the Financial Advisor received a number of Non-
Binding Indications of Interest from Qualified Bidders.

In addition, the Financial Advisor received a number of Non-
Binding Indications of Interest from bidders that did not qualify
as Qualified Bidders.

Following the Phase 1 Bid Deadline, the Monitor, in consultation
with the Consulting Parties, assessed the Qualified Non-Binding
Indications of Interest' and proposals that did not meet the
criteria of Qualified Non-Binding Indications of Interest to
determine in its sole discretion whether there was a reasonable
prospect of obtaining a credible, reasonably certain and
financially viable offer that would result in a cash distribution
to the LP Senior Secured Lenders on closing of the amount owed to
them less a discount of $25 million.

In accordance with the SISP Procedures and following a review of
the non-binding indications of interest, the Monitor determined
that there is a reasonable prospect of obtaining a Superior Cash
Offer, and on March 12, 2010, made a recommendation to the Special
Committee that the SISP continue for a further seven weeks in
accordance with the SISP Procedures.

The Special Committee has accepted the Monitor's recommendation,
and accordingly Phase 2 of the SISP has commenced.

According to the Monitor, most of the proposals received by the
Financial Advisor in Phase 1 of the SISP contemplate the
acquisition of all or substantially all of the assets of the LP
Entities or an investment in the LP Entities.

In accordance with the SISP Procedures, the Monitor, in
consultation with the Financial Advisor, the LP Chief
Restructuring Advisor and the LP Administrative Agent, has also
made a recommendation to the Special Committee regarding which
bidders should be eliminated from the SISP.  The Special Committee
has accepted the Monitor's recommendation.

Several of the proposals received by the Financial Advisor from
Qualified Bidders and non-Qualified Bidders are for the
acquisition of only selected assets of the LP Entities.

The Monitor says that Partial Bids do not, individually and in the
aggregate, constitute a reasonable prospect of generating either a
Superior Cash Offer or a Superior Alternative Offer as they do not
propose to acquire all or substantially all of the assets of the
LP Entities and offer purchase prices that are significantly less
than the amount owed to the LP Senior Secured Lenders less a
discount of $25 million.

Accordingly, the Monitor has recommended to the Special Committee
that these bidders be eliminated from the SISP.

                       Phase 2 of the SISP

During Phase 2, Qualified Bidders not eliminated from the SISP in
accordance with the SISP Procedures will be granted access to
perform due diligence using materials and information relating to
the property and business of the LP Entities as the Financial
Advisor, in its reasonable judgment, in consultation with the
Monitor, deems appropriate, including, if appropriate, meetings
with senior management of the LP Entities and facility tours.

Under the SISP Procedures, Qualified Bidders not eliminated from
the SISP in accordance with the SISP Procedures may deliver final,
binding proposals to the Financial Advisor on or before April 30,
2010 -- the "Phase 2 Deadline" -- following which a
determination regarding existence of a Superior Offer will be made
in accordance with the terms of the SISP Procedures.

Based on the terms of the Non-Binding Indications of Interest
received in Phase 1 of the SISP, the Monitor says it is possible
that realization from the sale of or investment in the LP Entities
may exceed the LP Senior Secured Lenders' claim (less a discount
of $25 million).

In light of the timelines for the closing of a sale or investment
transaction, the LP Entities and the Monitor consider it prudent
and appropriate to implement a procedure for the submission,
evaluation and adjudication of claims against the LP Entities.

      Canadian Financial Giants Bid For Canwest Assets

The owners of the Toronto Star have emerged as the latest bidder
for the newspaper chain being sold off in the financial
restructuring of CanWest Global Communications Corp, The Globe And
Mail reported

According to the news, Torstar Corp. which owns the Star and 97
other newspapers in Ontario, is one of about six potential suitors
that were invited to take part in final bidding for the CanWest
papers.  Torstar is believed to be backed by Fairfax Financial
Holdings Ltd.

The Financial Post also reported that Canwest Global received bids
from Alberta Investment Management Corp., which manages about
$70 billion in public-sector pensions, Onex Corp., the country's
largest private-equity firm, and Macquarie Capital Markets Canada
Ltd., the Canadian subsidiary of Macquarie Group, the giant
Australian global investment bank.

The report says AIMCO and Onex have joined forces in a proposed
buyout with Paul Godfrey, currently chief executive of the
National Post, one of the 46 Canwest publications put on the sale
block by creditors in January.

Another group bidding for 11 daily and 35 weekly papers, including
the Ottawa Citizen, Vancouver Sun and The Gazette in Montreal,
involves the Asper family.  Leonard, David and Gail Asper are part
of a consortium led by brothers Michael and Aaron Serruya, who
founded CoolBrands International Inc., and Macquarie, the report
adds.

Others who filed initial offers for Canwest's newspaper unit
include B.C. newspaper magnate David Black and Vancouver-based
community newspaper publisher Glacier Media Inc.

The Financial Post says that the Asper family, which is attempting
to reclaim control of the newspaper and television assets, has
committed $10 million to its proposed buyout.

Their bid for the newspaper assets is estimated to be valued at
less than $950 million, and includes a cash component of
$200 million, The Financial Post revealed.

The Financial Post adds that CoolBrands and the founding Serruya
family has put up $150 million while Macquarie has pledged
$40 million, and is also acting as financial adviser to the
Aspers.

The Financial Post says that Toronto-based Onex Corp. has
partnered with Mr. Godfrey and AIMCO through its Onex Partners III
flagship private equity fund, which has about US$4.3-billion in
uncalled third-party capital.  Backers of the fund include Gerry
Schwartz, Onex founder and chief executive officer, and other
senior executives.

The Financial Post adds that Mr. Godfrey's group is offering less
than $1-billion in cash and debt for the newspaper chain.

Others who expressed interest in buying pieces of the unit, among
them former Liberal Senator Jerry Graftstein, are believed to not
have been shortlisted, the report says.

                      About Canwest Global

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

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

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

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

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

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


CANWEST GLOBAL: GSCP to Appeal Shaw Agreement Order
---------------------------------------------------
GS Capital Partners VI Fund L.P., GSCP VI AA One Holding S.a.r.l
and GS VI AA One Parallel Holding S.a.r.l seek leave to appeal the
orders issued by the Honorable Justice Sarah E. Pepall of the
Ontario Superior Court of Justice from the bench on February 19,
2010, with written reasons delivered on March 1, 2009:

  (a) an order granting approval of the Shaw Agreement in
      accordance with the Shaw Approval Motion; and

  (b) an order dismissing the request of GSCP in which GSCP
      sought to adjourn the CMI Entities' motion for approval of
      the Subscription Agreement between Shaw Communications
      Inc. and Canwest.

According to Kevin McElcheran, Esq., at McCarthy Tetrault LLP, in
Toronto, Ontario, GSCP wants the Court of Appeal for Ontario to
determine whether Madam Judge Pepall erred in failing to:

  (a) determine that the Shaw Agreement and the process leading
      up to it were fundamentally flawed and did not meet the
      requirements of the Companies' Creditors Arrangement Act,
      notably the tests from Royal Bank v. Soundair Corp. et al.
      and Nortel Networks Corporation (Re) and accordingly
      should not be approved;

  (b) conclude that, in the Solicitation Process, the holders of
      notes issued by Canwest Media Inc. are biased and
      adversarial parties to GSCP whose aim is to wrongfully
      confiscate GSCP's rights for their own benefit, and that
      the Noteholders should not be permitted to control the
      Solicitation Process to Canwest's detriment;

  (c) conclude that the board of directors and the Special
      Committee had wrongfully abdicated, in favor of the
      Noteholders, their fiduciary duty to Canwest and their
      duty of care to all stakeholders; and

  (d) grant an adjournment of the hearing, which would have
      enabled the Monitor, Canwest's board of directors, and the
      parties to fulfill their fiduciary and other duties by
      properly assessing the competing offer made by Catalyst
      Group Inc.

Mr. McElcheran asserts that the Noteholders are in total effective
control of the affairs of Canwest and its CCAA restructuring, as a
result of loan covenants and the CCAA Support Agreement entered
into by Canwest.

Mr. McElcheran recalls that on the day prior to the CCAA filing,
Canwest -- at the behest of the Noteholders -- caused a solvent
subsidiary, 4414616 Canada Inc., to transfer to its insolvent
parent, CMI, all of its shares and interests in CW Investments
Co., which holds Canwest's profitable specialty television
business.

Mr. McElcheran argues that the transfer served no legitimate
business purpose; rather it was done to cause the disclaimer, or
threat of disclaimer, of the CWI shareholders agreement containing
contractual protections of GSCP's equity capital contribution of
more than US$500 million.

Mr. McElcheran says the Noteholders, the would-be beneficiaries of
this wrongful confiscation of GSCP's rights, have used their
control over the restructuring to design the Solicitation Process
to find a bidder to implement their scheme, while excluding bids
and bidders that do not further their attempt to wrongfully
confiscate GSCP's rights.

Moreover, GSCP was justified in believing that a standstill
agreement providing seven days notice was in place when it
received notice of the hearing to approve the Shaw Agreement on
the following February 19, 2010, effectively giving it only three
business days notice and insufficient time to properly prepare for
the hearing, explains Mr. McElcheran.

GSCP asserts that the motion materials served upon it were
incomplete, and did not include the Shaw Agreement itself.

GSCP believes it is critical that the Court of Appeal intervene at
this stage of the restructuring process to (i) stop the abusive
use of the CCAA to serve the Noteholders' interests, (ii) to re-
empower Canwest's board of directors to perform its fiduciary duty
and (iii) to instruct Canwest to negotiate with Catalyst Capital
Group, Inc. to document a binding subscription agreement as an
alternative to the Shaw Agreement.

GSCP relates that without Court of Appeal intervention, this
matter will continue down a path of acrimonious and time consuming
litigation in which GSCP will ultimately prevail against any
attempted disclaimer of the CW Shareholders Agreement.  Indeed,
unless the Court of Appeal acts, the error-infected course of the
Cases risks establishing a gravely harmful precedent for the
conduct of future CCAA proceedings, GSCP argues.

Mr. McElcheran avers that an appeal of the Shaw Approval Order is
prima facie meritorious, and an appeal of the Adjournment Order is
prima facie meritorious; the issues on appeal are of real and
significant interest to the parties, the insolvency practice and
the proceeding; and the appeals would not unduly hinder the
progress of the proceeding.

                Catalyst Supports GSCP's Motion

The Catalyst Capital Group Inc. says there is a fundamental error
in the Orders that requires appellate intervention.  Catalyst
asserts that Madam Justice Pepall failed to apply cardinal tenets
of the CCAA process, which are that the process must be fair, must
be perceived to be fair, and must depend upon effective judicial
supervision.

The Orders are a product of a process that was procedurally unfair
and that produced a result that is substantively unfair, Catalyst
asserts.

According to Catalyst, the proposed appeal is important not only
for the parties, but for the practice as a whole.  The timing of
the motion was coercive to Madam Justice Pepall and gave the
parties insufficient time to cross-examine or even consider the
various positions.

The Court of Appeal needs to make clear to counsel and the
business community in general that the coercive tactics will not
be countenanced, Catalyst avers.

                      About Canwest Global

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

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

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

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

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

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


CANWEST GLOBAL: Monitor Reports Resignations of Skulsky & D&Os
--------------------------------------------------------------
FTI Consulting Canada Inc., the Court-appointed monitor under the
proceeding under the Companies' Creditors Arrangement Act,
reported that the current president, chief executive officer and
senior employee of CPI, Dennis Skulsky, has informed the Special
Committee that he intends to resign from his position with Canwest
Publishing Inc./Publications Canwest Inc. (CPI) as a result of his
desire to be closer to his family located in British Columbia, as
well as to pursue new career opportunities.

Mr. Skulsky has agreed to remain in his senior management position
at the LP Entities and National Post Inc. until April 30, 2010,
and on a part time consulting basis until August 31, 2010, which
will enable him to be fully engaged in Phase 2 of the Sale
Investor and Solicitation Process until its conclusion and provide
direction and guidance to the LP Entities management, albeit on a
more limited basis, through the end of the current fiscal year.

It is currently anticipated that the incentive arrangements for
Mr. Skulsky and some other key employees, the details and terms of
which are contained in the LP MIP approved by the Court in the
Initial Order, will be amended as a result of Mr. Skulsky's
intended resignation and the LP Entities will be bringing a motion
seeking Court approval of the amendments.

To consolidate and streamline corporate decision making in the
Canwest enterprise, Canwest and certain of its subsidiaries,
including Canwest (Canada) Inc. (CCI) and CPI, entered into
unanimous shareholder declarations which removed the rights,
powers and duties of the directors to manage, or supervise the
management of, the business and affairs of those subsidiary
companies.

By executing the unanimous shareholder declarations, the
shareholder of each applicable subsidiary company removed from the
subsidiary's directors the power to manage or supervise the
management of the subsidiary's business and affairs.  The ultimate
effect of the various unanimous shareholder declarations was to
consolidate decision making with Canwest through its board of
directors.

As a result of the unanimous shareholders declarations, the LP
Entities' directors and officers were not responsible for the LP
Entities' day to day operations, which are carried on by Mr.
Skulsky and several other "senior employees", or the LP Entities'
restructuring efforts, notes the report.

On March 1, 2010, and following the February 28, 2010 scheduled
termination of certain inter-entity shared services, all of the
then current directors and officers of the LP Entities resigned
from their positions with the LP Entities.

Following their resignations, the LP Entities have not elected nor
appointed directors or officers under the Canada Business
Corporations Act.

Following the resignation of all of the LP Entities' directors and
officers, the "senior employees" of the LP Entities remain to
carry on the day to day operations of the LP Entities.

                  LP Entities Issues Statement

Canwest Limited Partnership/Canwest Societe en Commandite
("Canwest LP"), a subsidiary of Canwest Global Communications
Corp. ("Canwest") announced the resignation of Dennis Skulsky as
President and Chief Executive Officer of Canwest Publishing
effective April 30, 2010, in order that he can spend more time
with his family and pursue other opportunities closer to his home
in British Columbia.

Mr. Skulsky will continue to lead Canwest LP's newspaper and other
publishing operations and actively participate in Canwest LP's
ongoing financial restructuring efforts until April 30, 2010.
Thereafter, his considerable experience will be available on an
advisory basis to both the special committee of Canwest's board of
directors and Canwest LP's senior management until August 31,
2010.  Arrangements are being put into place to ensure a smooth
transition of leadership.

Mr. Skulsky was appointed to his current position in May 2006
after spending the prior six years as President and Publisher of
the Pacific Newspaper Group (Vancouver Sun and The Province).
Previously, Mr. Skulsky managed Canwest's B.C. newspaper and
television operations.  A seasoned media executive with more than
30 years in the industry, Mr. Skulsky has held numerous senior
management roles in Edmonton, Toronto and Vancouver.

                      About Canwest Global

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

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

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

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

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

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


CAPMARK FINANCIAL: Creditors Committee Has OK to Tap FDIC Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Capmark Financial
Group Inc.'s cases received the Court's permission to retain
Wilmer Cutler Pickering Hale and Dorr LLP as its attorneys for the
special purpose of providing legal services in connection with
Federal Deposit Insurance Corporation matters, nunc pro tunc to
December 7, 2009.

The Committee has selected WilmerHale primarily because Sara A.
Kelsey formerly was general counsel for the FDIC, where she
advised the Chairman, senior management and the FDIC on all
issues relating to the FDIC's statutory responsibilities.  Ms.
Kelsey's practice at WilmerHale currently focuses on the
regulation of US and foreign banking institutions doing business
in the United States, and providing advice on compliance with
Federal and State banking agency rules and regulations.

The Debtors will pay WilmerHale based on its ordinary and
customary hourly rates:

  Professional                Rate/Hour
  ------------               -----------
  Partners                   $640-$1,150
  Counsel                    $535-$795
  Associates                 $355-$625
  Paraprofessionals          $180-$350

The Debtors will also reimburse WilmerHale for the reasonable
out-of-pocket expenses it incurs.

James Millar, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP,
in New York, assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy code.

                      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: Creditors Committee Proposes Litig. Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Capmark Financial
Group Inc.'s cases sought and obtained the Court's authority to
retain Kasowitz, Benson, Torres & Friedman LLP as its special
litigation counsel pursuant to Sections 328 and 1103 of the
Bankruptcy Code, effective January 6, 2010.

The Committee tells the Court that it has begun reviewing issues
related to the secured bank lenders' claims in the Debtors'
cases.  Kramer Levin Naftalis & Frankel LLP, the Committee's
general bankruptcy counsel, represents certain secured bank
lenders in other matters, and is unable to bring claims against
these lenders.  Therefore, the Committee has determined it would
be in the best interest of unsecured creditors to retain a
special litigation counsel with substantial litigation expertise
on certain litigation issues that may arise, including with
respect to the secured bank lenders.

The Committee has selected Kasowitz Benson because of the firm's
extensive experience, expertise and knowledge in the field of
bankruptcy and insolvency litigation in and outside of
bankruptcy, and in the fields of debtors' and creditors' rights
and business reorganizations.

The Committee is seeking the retention of Kasowitz Benson for the
purpose of investigating and pursuing certain litigation for
which Kramer Levin cannot pursue, including objecting to the
secured bank lenders' potential claims and liens.

The Debtors will pay Kasowitz Benson based on the firm's current
hourly rates:

         Partners          $600-$1,000
         Special Counsel   $525-$750
         Associates        $275-$675
         Staff Attorneys   $235-$390
         Paralegals        $135-$225

The Debtors will also reimburse Kasowitz Benson for expenses and
disbursements incurred including, among others, word processing,
secretarial time, telecommunications, photocopying and court
fees.

Adam L. Shiff, Esq., at Kasowitz, Benson, Torres & Friedman LLP,
in New York, assures the Court that his firm does not hold or
represent any interest adverse to the Debtors as set forth in
Sections 328 and 1103 of the Bankruptcy Code.

                      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: Investment Unit Files Schedules & Statement
--------------------------------------------------------------

                       Capmark Investment LP
                Schedules of Assets and Liabilities

A.   Real Property                                        None

B.   Personal Property
B.1  Cash on hand                                         None
B.2  Bank Accounts
      CSC Trust Company Account                       $750,003
      PNC-XXXX-7064                                        100
      PNC-XXXX-7056                                 10,109,830
      Wachovia-XXXX-8036                             2,375,216
B.3  Security Deposits                                    None
B.4  Household goods                                      None
B.5  Collectibles                                         None
B.6  Wearing apparel                                      None
B.7  Furs and Jewelry                                     None
B.8  Firearms and other equipment                         None
B.9  Interests in Insurance Policies                      None
B.10 Annuities                                            None
B.11 Interests in an education IRA                        None
B.12 Interests in IRA, ERISA or other Pension Plans       None
B.13 Business Interests and stocks
      100% Interest in Capmark Investments           7,582,443
      100% Interest in Capmark Real Estate           1,798,662
      100% Interest in CSRE GP, LLC                    570,857
      72.64% Interest in CM UK Realty Incentive        931,867
B.14 Interests in partnerships
      100% Interest in Commercial Realty             1,224,837
      50% Interest in Investment in G3 Strategic         2,756
      72.36 Interest in Commercial Realty Advisors     931,217
B.15 Government and Corporate Bonds                       None
B.16 Accounts Receivable                                  None
    Apartment Properties Income and Growth             135,081
    Brevard FL Retail, LLC                               2,419
    Capmark Commercial Realty Partners II, LP          230,724
    Capmark Commercial Realty Partners III, LP         257,096
    Capmark Structured Real Estate Fund LP             409,094
    Capmark UK Realty Partners, LP                      70,827
    Capmark VII                                         17,191
    Crystal City Partners, LLC                           2,240
    Riata Property Investors, LLC                       18,957
    Seacrest Investors, LLC                             10,080
    Select Apartment Properties, LLC                   709,822
    Ventras Capital Advisors LLC                     1,079,719
B.17 Alimony                                              None
B.18 Other Liquidated Debts
      Bacom-Breckenridge (Texas)                           298
      Capmark Canada Ltd                                 1,869
      Capmark Capital Inc                              165,207
      Capmark Finance Inc                           31,621,697
      Capmark Financial Group Inc.                   1,181,086
      Capmark Securities Inc                             3,277
      Capmark UK Limited                               142,141
      CEI Metro Center Investor, LLC                    34,390
      Centerpoint (California)                             761
      CM Real Estate Mezz GP LLC                        53,747
      Commercial Equity Investments Inc             36,812,430
      Commercial Realty Advisors II, LP              1,090,621
      Crystal Ball Holding of Bermuda                   29,931
      Hidden Village (Georgia)                             950
      Jersey Portfolio, Ltd UK GAAP                      8,918
      Miramonte Apts(California)                            38
      North Central Business Center                        707
      One Loudoun(Virginia)                             20,737
      Pinnacle Executive Center                            394
      Property Equity Investments, Inc               3,504,097
      Ryan Ranch(California)                               421
      Seacrest Investors Managing Member, LLC          550,000
      The Block Apts.                                       52
      The Classic/Stamford                               5,070
      Warm Springs                                       8,342
      Woodland Parks Apts                                1,956
B.19 Equitable or Future Interests                        None
B.20 Interests in estate of a debt benefit plan           None
B.21 Other Contingent & Unliquidated claims               None
B.22 Patents and other intellectual property              None
B.23 Licenses, franchises, and other intangibles          None
B.24 Customer lists or other compilations                 None
B.25 Vehicles                                             None
B.26 Boats, motors, and accessories                       None
B.27 Aircraft and accessories                             None
B.28 Office equipment, furnishings and supplies
      Furniture                                            658
      Technology Equipment                              10,533
      Telecommunications Asset                           2,234
B.29 Machinery                                            None
B.30 Inventory                                            None
B.31 Animals                                              None
B.32 Crops                                                None
B.33 Farming Equipments and implements                    None
B.34 Farm supplies, chemicals, and feed                   None
B.35 Other Personal Property
      Building Improvements                             38,155
      Leasehold Improvements                           234,279
      Prepaid Professional Members Dues                  1,048
      Prepaid Real Estate Alert                          1,668
      Prepaid Standard & Poors                           3,229
      Prepaid Sungard Invoice                           37,305
      Prepaid Thomson Financial                          3,057
      Prepaid Torto Wheaton Research                     5,274
      Prepaid Torto Wheaton Research                    12,306
      Prepaid Trepp Management Services LLC              2,036

      TOTAL SCHEDULED ASSETS                      $104,811,959
      ========================================================

C.   Property Claimed as Exempt                           None
D.   Secured Claim                                Undetermined
E.   Unsecured Priority Claims                               0
F.   Unsecured Non-priority Claims
      Citibank, N.A.                            $4,623,967,719
      Citicorp North America, Inc.                 234,203,621
      Wilmington Trust FSB                         500,000,000
      Wilmington Trust FSB                         637,500,000
      Wilmington Trust FSB                       1,200,000,000
      Others                                         8,790,994

    TOTAL SCHEDULED LIABILITIES                 $7,204,462,334
    ==========================================================

                  Statement of Financial Affairs

Edward Brace, director, senior vice president and chief financial
officer of Capmark Investment LP tells the Court that the Debtor
earned income from employment or operation of the Debtor's
business within two years before the Petition Date:

    Amount  Source
    ------  ------
$1,308,416  Assets Management Fees - YTD 2010
41,349,670  Assets Management Fees - FYE 2009
56,571,868  Assets Management Fees - FEY 2008
     1,600  Equity in(loss) income of joint/Ptnrships-YTD 2010
    89,299  Equity in(loss) income of joint/Ptnrships-FYE 2009
    89,387  Equity in(loss) income of joint/Ptnrships-FYE 2008
    48,410  Net(losses) gains on loans-YTD 2008
     6,670  Net Real Estate Investment&Other Income - YTD 2010
    46,572  Net Real Estate Investment&Other Income - FYE 2009
    15,799  Net Real Estate Investment&Other Income - FYE 2008
    66,446  Other gains(losses) net-YTD 2010
2,162,206  Other gains(losses) net-FYE 2009
   (22,417) Other gains(losses) net-FYE 2008
   655,556  Placement Fees-FYE 2009
   862,938  Placement Fees-FYE 2008

The Debtor made transfers or payments to creditors within 90 days
immediately preceding the Petition Date aggregating $5,386,453, a
list of which is available for free at:

            http://bankrupt.com/misc/Capmark_CILP3b.pdf

Capmark Investments made payments to creditors who are insiders
within one year before the Petition Date totaling $6,908,419, a
list of which is available for free at:

            http://bankrupt.com/misc/Capmark_CILP3c.pdf

The Debtor is also a party to a civil suite captioned Mary F.
Davenport v. Capmark Investments LP currently pending in the
Court of Common Pleas, Pike County, Pennsylvania Civil Division.

The Debtor transferred CDO Management Agreements and Information
Technology Equipment -- valued at $3,000,000 -- to Ventras
Capital Advisors LLC within two years before the Petition Date.

                      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)


CENTENE CORPORATION: Moody's Upgrades Senior Debt Ratings to 'Ba2'
------------------------------------------------------------------
Moody's Investors Service has upgraded the senior unsecured debt
rating and the corporate family rating of Centene Corporation to
Ba2 from Ba3.  The insurance financial strength ratings of its
four rated subsidiaries have also been upgraded by one notch to
Baa2 from Baa3.  The outlook on Centene remains stable.

Moody's stated that the upgrade reflects Centene's improved
financial metrics: the aggregate NAIC consolidated risk-based
capital ratio of its operating companies improved to 174% of
company action level, lower financial leverage (debt to capital of
35.8 % pro-forma at 12/31/2009, where debt includes operating
leases and reflects the repayment of the amount outstanding under
the revolving credit facility using the proceeds from the January
2010 equity offering), and improved diversification owing to a
growing specialty business that accounted for approximately 22% of
revenues and 28% of operating income in 2009.  According to Steve
Zaharuk, Moody's Senior Vice President, "The growth of Centene's
specialty business, which includes behavioral health, long term
care, pharmacy and vision benefits, provides diversity in the
revenue and earnings stream outside the company's historical
Medicaid base, as well as a good source of unregulated cash flow."

The rating agency added that Centene's ratings continue to reflect
the unique risks associated with the managed care Medicaid
segment.  First, each of the state contracts is renewed on a
periodic basis, and the loss of one of Centene's larger contracts
would have a considerable impact on the revenues and earnings of
the company.  Second, the Medicaid business is very reliant on
company reputation, and an operating problem in one state could
jeopardize the Medicaid contracts in other states.  Lastly,
Moody's cited concerns with respect to the uncertainty surrounding
the future level of Medicaid reimbursements as states fall under
budgetary and political pressures.  For Centene, the reimbursement
risk is somewhat offset by having provider fees tied to the level
of state reimbursement levels.  Also, on the positive side, the
rating agency noted that federal stimulus legislation has provided
increased federal funding for Medicaid and current proposals on
health care reform involve an expansion of the Medicaid program
with additional federal subsidies.

The rating agency stated that Centene's ratings could be upgraded
if the NAIC RBC ratio increases and is sustained above 200% of
company action level, financial leverage (debt to capital, where
debt includes operating leases) falls below 35%, EBIT to interest
expense exceeds 8x, and specialty segment earnings continue to be
at least 25% of total earnings.  However, if there is a loss or
impairment of one of Centene's Medicaid contracts, EBIT to
interest expense falls below 4x, debt to EBIT increases above 5x,
or if the overall annual health benefits ratio increases above
86%, the ratings could be lowered.

These ratings were upgraded with a stable outlook:

* Centene Corporation -- senior unsecured debt rating to Ba2 from
  Ba3; corporate family rating to Ba2 from Ba3;

* Managed Health Services Insurance Corp. -- insurance financial
  strength rating to Baa2 from Baa3;

* Peach State Health Plan, Inc. -- insurance financial strength
  rating to Baa2 from Baa3;

* Coordinated Care Corp. Indiana, Inc. -- insurance financial
  strength rating to Baa2 from Baa3;

* Superior HealthPlan, Inc. -- insurance financial strength rating
  to Baa2 from Baa3.

Centene Corporation is headquartered in St. Louis, Missouri.
For calendar year 2009 the company reported total revenues of
$4.1 billion with managed care membership as of December 31, 2009,
of approximately 1.5 million.  As of December 31, 2009 the company
reported shareholders' equity of approximately $619 million.

Moody's most recent rating action on Centene was on May 6, 2009,
when the ratings were affirmed (senior unsecured debt at Ba3,
stable outlook).

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually pay senior
policyholder claims and obligations.


CHEMTURA CORP: Gives Cash Incentives Under 2009 Plan
----------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission on March 12, 2010, Chemtura Corporation disclosed that
the Organization, Compensation & Governance Committee of its
Board of Directors approved cash incentive awards under the 2009
Chemtura Corporation Management Incentive Program for:

  -- Stephen C. Forsyth, executive vice president and chief
     financial officer; and

  -- David G. Dickey, executive vice president and group
     president of performance products.

In addition, the Board also approved cash incentive awards under
the 2009 MIP for Craig A. Rogerson, Chairman, President and CEO.

The 2009 MIP, which was approved by the Bankruptcy Court on
July 28, 2009, is an annual performance-based cash incentive
program established pursuant to the 2005 Chemtura Corporation
Short-Term Incentive Plan.

The 2009 cash incentive awards for Messrs. Rogerson, Forsyth and
Dickey were $1,057,125; $351,494; and $332,994.

                        About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Proposes Process for Estimating Diacetyl Claims
--------------------------------------------------------------
Chemtura Corp. and its units ask the Bankruptcy Court for
authority to estimate diacetyl-related claims and establish
estimation procedures that will govern the schedule and process
for estimating Diacetyl Claims.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
contends that the valuation of the Diacetyl Claims pending
against the Debtors is a fundamental issue and a gating item in
these Chapter 11 cases.  He adds that valuation not only impacts
the treatment of the Diacetyl Claims themselves under a Chapter
11 plan, but also will determine the amount of distributable
value available for other stakeholders.

Mr. Cieri notes that the Debtors have been engaged in both
informal and, where necessary, formal discovery initiatives to
obtain and evaluate the information necessary to fairly and
reasonably value the Diacetyl Claims and as a result, have
received a substantial amount of information.

Using the available information, the Debtors intend to pursue a
consensual valuation of the Diacetyl Claims.  Mr. Cieri, however,
says there can be no guarantee that all necessary parties-in-
interest will consent to a valuation.  For this reason, the
Debtors must be prepared to seek judicial valuation of the
Diacetyl Claims if negotiation efforts are not successful, he
notes.

Accordingly, the Debtors have proposed uniform procedures and a
timeline that will enable the estimation process and evidentiary
hearing to be completed within approximately three months.

Mr. Cieri asserts that the proposed procedure complies with Rule
3018(a) of the Federal Rules of Bankruptcy Procedure, which gives
the Court latitude to temporarily allow a claim in an amount I
deems proper for the purpose of accepting or rejecting a plan.

To reach a fair estimate, the Debtors propose a brief period
during which parties may pursue limited fact discovery and
complete informal discovery that has already begun.  The Debtors
clarify that they do not intend for parties to seek merits
discovery on the Diacetyl Claims, like expert scientific
testimony on whether the alleged exposure caused the alleged
injury and independent medical examinations of each claimant.
Instead, the Debtors believe that the Diacetyl Claimants should
be required to produce these basic information:

  (a) Dates of the injured person's exposure to diacetyl or
      acetoin;

  (b) The injured person's FEV1/FVC ratio or the "ratio of the
      forced expiratory volume in the first one second to the
      forced vital capacity of the lungs;"

  (c) Evidence of the injured person's medical diagnosis of
      "Bronchiolitis Obliterans," if any, and readily accessible
      supporting medical records;

  (d) Data on whether the claim is based on loss of consortium;
      and

  (e) Available evidence, if any, tying the injured person's
      exposure to diacetyl or acetoin manufactured or sold by
      the Debtors.

While certain of the Diacetyl Claimants have produced much, if
not all, of the information, a short fact discovery period will
ensure that all of the Diacetyl Claimants provide the
information, which in turn will lead to a more reliable estimate,
Mr. Cieri says.

The Debtors relate that they do not anticipate that the
production of the supplemental information will be unduly
burdensome or prejudicial to the claimants, most of whom are
represented by experienced counsel currently prosecuting related
personal injury tort claims.

In addition, during the discovery period, the Debtors propose
that parties pursue discovery against certain corporate Diacetyl
Claimants to produce these information, to the extent that those
Claimants have not done so already and the information is in
their possession:

  (a) Settlement agreements underlying any proof of claim for
      indemnity or contribution;

  (b) The identity of any pending lawsuit underlying any proof
      of claim for indemnity or contribution, including the
      identity of each plaintiff in the pending lawsuit; and

  (c) For each settled or pending lawsuit:

         * dates of the injured person's exposure to diacetyl or
           acetoin;

         * the injured person's FEV1/FVC ratio;

         * evidence of the injured person's medical diagnosis of
           "Bronchiolitis Obliterans," if any, and readily
           accessible supporting medical records;

         * whether the claim is based upon loss of consortium;
           and

         * available evidence, if any, tying the injured
           person's exposure to diacetyl or acetoin manufactured
           or sold by the Debtors.

During the discovery period, the Debtors also propose that
parties pursue discovery from the Diacetyl Claimants or their
attorneys with respect to past settlement information concerning
diacetyl claims consistent with the protocol that the Debtors and
Humphrey Farrington and McClain P.C. will establish.  The Debtors
intend to seek the information on a consensual basis in the first
instance, but may be required to obtain the information through
formal discovery due to its confidential nature.

The Debtors have retained an expert to assist in the valuation of
the Diacetyl Claims and prepared an expert report, which will,
among other things, estimate the amount of the Debtors' aggregate
potential liability for the Diacetyl Claims, according to Mr.
Cieri.  The expert will analyze historical diacetyl settlements
and verdicts, as well as diacetyl litigation trends, among other
things, and will use that information to build a model to value
the Debtors' pending Diacetyl Claims.

The Debtors anticipate that other interested parties will also
retain experts in connection with the estimation of the Diacetyl
Claims.  The Debtors therefore propose that the estimation
process include a time period for expert discovery, including
depositions.

Mr. Cieri further notes that two factors to be considered in
estimating the Diacetyl Claims, (i) historical settlement values
and the nature and (ii) severity of any medical condition or
disease, fairly implicate confidentiality concerns that have been
recognized by the Debtors and the Bankruptcy Court.  To resolve
these legitimate confidentiality concerns, the Debtors have
prepared a proposed order governing the confidentiality of
discovery.  The Proposed Order will ensure the confidentiality of
any personal health information produced in connection with the
estimation proceedings and limit access to information regarding
historical settlement values.

Finally, the Debtors seek entry of a case management order that
proposes a period of approximately three months from the
beginning of the discovery period through an estimation hearing.
The CMO also sets deadlines for key dates necessary to keep the
estimation process on track, like deadlines for the completion of
claimant and settlement discovery and expert discovery.

The Debtors propose that the deadline for service of fact
discovery upon Diacetyl Claimants will be within three days of
entry of the CMO.

Specifically, the Debtors ask the Court to establish these dates:

  May 7, 2010      Deadline for Diacetyl Claimants to submit
                   information in response to fact discovery
                   requests.

  May 28, 2010     Deadline for the Debtors' service of expert
                   reports and memorandum of law in support of
                   the estimation of Diacetyl Claims.

  June 18, 2010    Deadline for Diacetyl Claimants' or
                   committees' service of expert reports and any
                   brief in response to the Debtors' memorandum
                   of law in support of estimation of Diacetyl
                   Claims.

  July 2, 2010     Deadline for the Debtors' service of rebuttal
                   expert reports.

  July 12, 2010    Date by which depositions of any party's
                   experts must be completed and deadline for
                   the Debtors' reply memorandum in further
                   support of estimation of Diacetyl Claims.

  July 19, 2010    Evidentiary hearing

Mr. Cieri asserts that the proposed three-month time frame is
reasonable, particularly because the estimation is solely for
plan purposes and not for purposes of determining ultimate
distributions with respect to individual Diacetyl Claims.

                        About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Reports $89 Million Net Loss for Q4
--------------------------------------------------
Chemtura Corporation, debtor-in-possession, (Pink Sheets: CEMJQ)
has filed its Annual Report on Form 10-K for the year ended
December 31, 2009 with the Securities and Exchange Commission.
For the fourth quarter of 2009, the Company recorded a net loss on
a GAAP basis of $89 million, or $0.36 per share, and net earnings
on a managed basis of $20 million, or $0.08 per share.

             Fourth Quarter 2009 Financial Results

    The following is a summary of third quarter results on a
    GAAP basis:

    ----------------------------------------------------------
    (In millions, except per share data)   Fourth Quarter
    ----------------------------------------------------------
                                      2009    2008    % Change
                                    -------- ------- ----------
    Net sales                          $656    $690      (5%)
    Operating loss                     ($34)  ($726)     96%
    Net loss attributable to Chemtura    $8     $11     (27%)

    Net loss attributable to          $0.03   $0.05     (40%)
     Chemtura - per share

    The following is a summary of third quarter financial
    results on a managed basis:

    -----------------------------------------------------------
    (In millions, except per share data) Fourth Quarter
    -----------------------------------------------------------
                                      2009    2008    % Change
                                    -------- ------- ----------
    Net sales                          $656    $690      (5%)
    Operating profit(loss)              $52    ($27)      NM*

    Net earnings(loss) attributable     $20    ($35)      NM*
      to Chemtura

    Net earnings(loss) attributable   $0.08  ($0.14)      NM*
      Chemtura - per share

     *NM = Not Meaningful

                      U.S Chapter 11 Cases

    * The Company's intent remains to emerge from Chapter 11 as
      soon as practicable. The receipt of creditors' proofs of
      claim as of October 30, 2009, and their subsequent
      evaluation are critical steps towards the development and
      filing of a plan of reorganization.  The Plan will then
      provide the framework for the Company's stakeholders to
      agree upon the terms under which the Company will emerge
      from Chapter 11.  The Plan is subject to confirmation by
      the United States Bankruptcy Court for the Southern
      District of New York.

    * On February 9, 2010, the Bankruptcy Court gave interim
      approval of an Amended and Restated Senior Secured Super-
      Priority Debtor-in-Possession Credit Agreement by and
      among the Debtors, Citibank N.A. and the other lenders
      party thereto.  The Amended and Restated DIP Credit
      Agreement provides for a first priority and priming
      secured revolving and term loan credit commitment of up to
      an aggregate of $450 million.  The proceeds of the loans
      and other financial accommodations incurred under the
      Amended and Restated DIP Credit Agreement were used to
      refinance the obligations outstanding under the DIP Credit
      Facility and provide working capital for general corporate
      purposes.  The Amended and Restated DIP Credit Agreement
      provided a substantial reduction in the Company's
      financing costs through interest rate reductions and the
      avoidance of the extension fees that would have been
      payable under the DIP Credit Facility in February and May
      2010.  It also provided the Company with more flexibility
      to operate its business.  The Amended and Restated DIP
      Credit Agreement closed on February 12, 2010, with the
      drawing of the $300 million term loan and matures on the
      earlier of 364 days, the effective date of a Plan or the
      date of termination in whole of the Commitments.

    * On February 23, 2010, pursuant to the bidding procedures
      and following the auction process previously approved by
      the Bankruptcy Court, Chemtura entered into a Share and
      Asset Purchase Agreement with Artek Aterian Holding
      Company LLC, a Delaware limited liability company, and its
      sponsors, Aterian Investment Partners Distressed
      Opportunities, LP, a Delaware limited partnership and
      Artek Surfin Chemicals Ltd., an Indian private limited
      company.  The transaction is expected to close in the
      second quarter of 2010.  The Artek SAPA resulted in an
      incremental $14 million of cash proceeds and favorable
      sales contract modifications compared to the initial share
      and asset purchase agreement with SK Atlas LLC and SK
      Capital Partners II, LP.

    * Net sales of the PVC additives business subject to the
      Artek SAPA were $236 million in 2009 and $374 million in
      2008.  Fourth quarter 2009 net sales were $59 million.
      The business is included in the Industrial Engineered
      Products segment.

          Fourth Quarter 2009 Business Segment Highlights

    * Consumer Performance Products' net sales declined 5% or
      $5 million compared with the fourth quarter of 2008 due to
      reduced sales volume primarily driven by the deemphasizing
      of participation in the distribution channel which
      commenced in the second half of 2008, as well as reduced
      promotional activities within the specialty and multi-
      purpose cleaners business.  The volume impact was
      partially offset by the benefit of price increases and the
      impact of favorable foreign currency translation.
      Operating profit on a managed basis increased $12 million
      primarily due to lower raw material and energy costs, the
      benefit of price increases and reduced operating expenses,
      partially offset by the impact from the reduction in sales
      volume.  On a GAAP basis, operating profit increased
      $11 million.

    * Industrial Performance Products' net sales declined 7% or
      $20 million compared with the same period last year driven
      primarily by reduced sales volume and selling prices.
      Operating profit on a managed basis increased $25 million
      primarily due to lower raw material, energy and
      manufacturing costs, partially offset by the impact from
      the reduction in sales volume and lower selling prices.
      The lower sales prices in 2009 reflected the corresponding
      reductions in raw material costs.  On a GAAP basis,
      operating profit increased $26 million.

    * Crop Protection Engineered Products' net sales declined 2%
      or $2 million compared with the same period last year
      primarily due to lower prices.  Conditions in the global
      agrochemical market remain challenging due to lower crop
      commodity prices and restrictions on credit to growers.
      The fourth quarter relies heavily on southern hemisphere
      demand.  While growers delayed purchasing until later in
      the season, sales were robust in the later part of the
      fourth quarter.  Operating profit decreased $6 million
      primarily due to lower sales prices and higher per unit
      manufacturing costs.

    * Industrial Engineered Products' net sales declined 3% or
      $7 million compared with the same period last year
      primarily due to reduced prices.  The recovery in demand
      from electronics applications experienced in the third
      quarter of 2009 continued in the fourth quarter.  However,
      demand from building and construction and consumer durable
      polymer applications that experienced the most significant
      declines in demand at the onset of the recession in the
      fourth quarter of 2008, continued to show modest recovery
      reflecting the condition of the broader economy.
      Operating profit increased $37 million from the fourth
      quarter of 2008 primarily due to lower raw material,
      energy and manufacturing costs and variances.

    * Corporate expense on a managed basis for the fourth
      quarter of 2009 was $17 million compared with $28 million
      in the same quarter last year.  Corporate expense included
      amortization expense related to intangibles of $10 million
      and $13 million for the fourth quarters of 2009 and 2008,
      respectively.  The decrease in corporate expense was
      primarily related to lower amortization expense, lower
      pension and other post-retirement benefit plan costs and
      the favorable benefit of restructuring programs and
      controls on discretionary spending.  On a GAAP basis,
      corporate expense for the fourth quarter of 2009 was
      $18 million compared with $27 million in the same quarter
      last year.

                 Fourth Quarter Results - GAAP

    * Net sales for the fourth quarter of 2009 were $656 million
      compared with fourth quarter 2008 net sales of
      $690 million.  The decrease in net sales was attributable to
      reduced sales volumes of $24 million primarily due to the
      impact of the global economic recession and a reduction in
      selling prices of $20 million, partially offset by
      favorable foreign currency translation of $10 million.

    * Gross profit for the fourth quarter of 2009 was
      $175 million, an increase of $64 million compared with the
      same quarter last year.  The increase in gross profit was
      primarily due to a $72 million decrease in raw material
      and energy costs, a $30 million impact from favorable
      manufacturing costs, $3 million from favorable foreign
      currency impacts and a $1 million decrease in other costs.
      These impacts were partially offset by $20 million from
      reduced selling prices, $18 million from the impact of
      lower volume and unfavorable product mix and a $4 million
      increase in distribution costs.  The lower sales prices in
      2009 primarily reflected corresponding reductions in raw
      material costs.  Gross profit as a percentage of net sales
      increased to 27% in the quarter from 16% in the same
      quarter last year primarily due to lower product costs.

    * The operating loss for the fourth quarter of 2009 was
      $30 million compared with an operating loss of $726 million
      for the fourth quarter of 2008.  The increase in the
      operating profit is primarily due to a $658 million
      decrease in impairment of long-lived assets (2008 included
      a $665 million impairment of goodwill associated with the
      Consumer Performance Products, Industrial Performance
      Products and Industrial Engineered Products segments), a
      $64 million increase in gross profit discussed above, a
      $26 million decrease in facility closures, severance and
      related costs, a $16 million decrease in depreciation and
      amortization (primarily due to lower accelerated
      depreciation of property, plant and equipment) and a
      $5 million reduction in other costs offset by a $73 million
      charge for adjustments to expected allowable claims
      primarily related to revised estimates for legal and
      environmental matters.

    * Interest expense of $17 million in the fourth quarter of
      2009 was $2 million lower than the same period in 2008.
      Lower interest expense from not recording contractual
      interest expense on prepetition unsecured debt as a result
      of the Chapter 11 cases was partially offset by an
      increase due to borrowings under the DIP Credit Facility
      at higher interest rates than the Company's pre-petition
      debt.

    * Other expense, net was $4 million in the fourth quarter of
      2009 compared with expense of $8 million for the same
      quarter in 2008.  The decrease is primarily due to fees in
      2008 associated with the amendment and waiver agreement
      with lenders under the Company's pre-petition credit
      facility and lower fees associated with the Company's
      accounts receivable financing facilities (due to its
      termination), partially offset by unfavorable foreign
      currency impacts.

    * Reorganization items, net of $31 million in the fourth
      quarter of 2009 represented items realized or incurred by
      the Company related to its reorganization under Chapter
      11.  Reorganization items, net includes professional fees
      directly associated with the reorganization; rejections or
      terminations of executory contracts and real property
      leases; gains resulting from the settlement of claims and
      restructuring initiatives for which Bankruptcy Court
      approval has been obtained.

    * Net loss attributable to Chemtura for the fourth quarter
      of 2009 was $89 million, or $0.36 per share, compared with
      a net loss of $690 million, or $2.84 per share, for the
      fourth quarter of 2008.  The increase primarily reflected
      the $696 million increase in operating profit discussed
      above; a $4 million decrease in other expense, net; a
      $2 million decrease in interest expense; a $1 million
      decrease in earnings attributable to non-controlling
      interests; and a $1 million gain on sale of discontinued
      operations in 2009 offset by a $72 million increase in
      income tax expense; and $31 million in reorganization
      items, net.

             Fourth Quarter Results - Managed Basis

    * On a managed basis, fourth quarter 2009 gross profit was
      $175 million, or 27% of net sales, as compared with fourth
      quarter 2008 gross profit of $111 million, or 16% of net
      sales.  Decreases in raw material and energy costs along
      with manufacturing efficiencies were the primary drivers
      of the increase in margin percentage.

    * On a managed basis, fourth quarter 2009 operating profit
      was $52 million as compared with fourth quarter 2008
      operating loss of $27 million.  The increase in operating
      profit primarily reflected the increase in gross profit,
      primarily due to lower raw material and energy costs and
      lower depreciation and amortization expense.

    * Earnings before income taxes on a managed basis in the
      fourth quarter of 2009 and the loss before income taxes on
      a managed basis in the same period of 2008 exclude pre-tax
      GAAP charges of $113 million and $699 million,
      respectively.  These charges primarily related to costs
      associated with the impairment of long-lived assets;
      changes in estimates related to expected allowable claims;
      the Chapter 11 reorganization; facility closures,
      severance and related costs; and accelerated depreciation
      of property, plant and equipment.  Chemtura's managed
      basis tax rate of 35% represents a standard tax rate for
      the Company's core operations to simplify comparison of
      underlying operating performance during the course of the
      Chapter 11 cases.  The Company has chosen to apply this
      rate to pre-tax income on a managed basis.

                        Cash Flows - GAAP

    * Net cash provided by operating activities in the fourth
      quarter was $23 million as compared with net cash used in
      operating activities of $105 million in the same quarter
      last year.

    * The Company's accounts receivable financing facilities
      were terminated in the first half of 2009.  The balance of
      accounts receivable sold under the Company's accounts
      receivable financing facilities was $103 million as of
      December 31, 2008.

    * The reduction in proceeds from the sale of accounts
      receivable was $211 million in the fourth quarter of 2008.
      Excluding the effect of accounts receivable financing
      facilities, net cash provided by operating activities for
      the fourth quarter of 2009 was $23 million as compared
      with $106 million in the fourth quarter of 2008.  The
      decrease is primarily due to reductions in cash provided
      by accounts receivable and inventory.  The Company made
      significant efforts to reduce working capital levels in
      the fourth quarter of 2008. These efficiencies were
      maintained in 2009, but 2008 cash flows from operations
      reflected the significant working capital reduction in
      that quarter.  The fourth quarter of 2009 was also
      unfavorably impacted by cash payments of approximately
      $19 million for reorganization items relating to the Chapter
      11 cases.

    * As of December 31, 2009, the accounts receivable balance
      of $471 million was unchanged from September 30, 2009.  As
      of December 31, 2008, the accounts receivable balance
      (before the sale of accounts receivable) was $495 million.

    * As of December 31, 2009, the inventory balance was
      $540 million as compared with $531 million as of
      September 30, 2009, and $611 million at December 31, 2008.
      Inventory increased slightly versus September 30, 2009.  The
      decrease from December 31, 2008, was primarily due to
      inventory reduction initiatives and the reduction in raw
      material prices.

    * Capital expenditures for the fourth quarter of 2009 were
      $33 million compared with $27 million in the same period
      of 2008.  Capital expenditures for the full year of 2009
      were $56 million.  The Company currently anticipates
      capital spending of approximately $120 million in 2010.

    * The Company's total debt of $1,430 million as of
      December 31, 2009, increased slightly as compared with
      $1,413 million as of September 31, 2009, primarily related
      to letters of credit issued under the pre-petition credit
      agreement dated as of July 31, 2007 which is included in
      liabilities subject to compromise.  As of December 31,
      2009, $1,175 million of total debt is classified as
      liabilities subject to compromise.  Cash and cash
      equivalents were $236 million as of December 31, 2009,
      compared with $228 million as of September 30, 2009, and
      $68 million as of December 31, 2008.

A full-text copy of Chemtura Corp.'s 2009 Fourth Quarter Results
is available for free at http://bankrupt.com/misc/Chem094Q.pdf

Chemtura's 2009 Annual Results filed on Form 10-K with the
Securities and Exchange Commission is available at no charge at:

                   http://tinyurl.com/yjq38a8

              Chemtura Corporation and Subsidiaries
                   Consolidated Balance Sheet
                    As of December 31, 2009

                             ASSETS

Current assets
  Cash and cash equivalents                       $236,000,000
  Accounts receivable                              471,000,000
  Inventories                                      540,000,000
  Other current assets                             230,000,000
                                                --------------
  Total current assets                           1,477,000,000

Non-current assets
  Property, plant & equipment                      750,000,000
  Goodwill                                         235,000,000
  Intangible assets, net                           474,000,000
  Other assets                                     182,000,000
                                                --------------
Total assets                                    $3,118,000,000
                                                ==============

               LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities
  Short-term borrowings                           $252,000,000
  Current portion of long-term debt                          0
  Accounts payable                                 128,000,000
  Accrued expenses                                 184,000,000
  Income taxes payable                               5,000,000
                                                --------------
  Total current liabilities                        569,000,000

Non-current liabilities
  Long-term debt                                     3,000,000
  Pension and post-retirement health care          173,000,000
  Other liabilities                                199,000,000
                                                --------------
  Total liabilities not subject to compromise      944,000,000

Liabilities subject to compromise                2,002,000,000

Stockholders' equity
  Common stock                                       3,000,000
  Additional paid-in capital                     3,039,000,000
  Accumulated deficit                           (2,482,000,000)
  Accumulated other comprehensive loss            (234,000,000)
  Treasury stock                                  (167,000,000)
                                                --------------
  Total Chemtura Corp. stockholders' equity        159,000,000

Non-controlling interest                            13,000,000

Total stockholders' equity                         172,000,000
                                                --------------
Total liabilities and stockholders' equity      $3,118,000,000
                                                ==============

              Chemtura Corporation and Subsidiaries
              Consolidated Statement of Operations
              For the year ended December 31, 2009

Net sales                                       $2,541,000,000

Cost of goods sold                               1,947,000,000
Selling, general and administrative                293,000,000
Depreciation and amortization                      173,000,000
Research and development                            38,000,000
Facility closures & severance                        3,000,000
Antitrust costs                                     10,000,000
Loss on sale of business                                     -
Impairment of long-lived assets                    104,000,000

Changes in estimates related to expected            73,000,000
  allowable claims

Equity income                                                -
                                                --------------
Operating income(loss)                            (100,000,000)

Interest expense                                   (70,000,000)
Other (expense)income, net                         (17,000,000)
Reorganization items, net                          (97,000,000)
                                                --------------
Income(Loss) before income taxes                  (284,000,000)

Income tax benefit (expense)                        (5,000,000)
                                                --------------
Income from continuing operations                 (289,000,000)
Gain(Loss) on sale of discontinued operations       (3,000,000)
                                                --------------
Net income(loss)                                  (292,000,000)

Less: Net income attributable to
     non-controlling interest                       (1,000,000)
                                                --------------
Net income (loss) attributable to
Chemtura Corporation                             ($293,000,000)
                                                ==============

              Chemtura Corporation and Subsidiaries
         Unaudited Consolidated Statement of Operations
             For the quarter ended December 31, 2009

Net sales                                         $656,000,000

Cost of goods sold                                 481,000,000
Selling, general and administrative                 73,000,000
Depreciation and amortization                       41,000,000
Research and development                            11,000,000
Facility closures & severance                                -
Antitrust costs                                              -
Loss on sale of business                                     -
Impairment of long-lived assets                      7,000,000

Changes in estimates related to expected            73,000,000
  allowable claims

Equity income                                                -
                                                --------------
Operating income(loss)                             (30,000,000)

Interest expense                                   (17,000,000)
Other (expense)income, net                          (4,000,000)
Reorganization items, net                          (31,000,000)
                                                --------------
Income(Loss) before income taxes                   (82,000,000)

Income tax benefit (expense)                        (8,000,000)
                                                --------------
Income from continuing operations                  (90,000,000)
Gain(Loss) on sale of discontinued operations        1,000,000
                                                --------------
Net income(loss)                                   (89,000,000)

Less: Net income attributable to
     non-controlling interest                                -
                                                --------------
Net income (loss) attributable to                 ($89,000,000)
Chemtura Corporation                             ==============

             Chemtura Corporation and Subsidiaries
              Consolidated Statement of Cash Flows
              For the year ended December 31, 2009

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                         ($293,000,000)
Adjustments to reconcile loss to cash
  Loss on sale of business                                   -
  Loss on sale of discontinued operations            3,000,000
  Impairment of long-lived assets                  104,000,000
  Depreciation and amortization                    173,000,000
  Stock-based compensation expense                   3,000,000
  Reorganization items, net                         35,000,000

  Changes in estimates related to expected          73,000,000
     allowable claims

  Provision for doubtful accounts                    5,000,000

  Equity income                                              -
  Deferred taxes                                             -
  Changes in assets and liabilities, net
     Accounts receivable                            36,000,000
     Impact of accounts receivable facilities     (103,000,000)
     Inventories                                    85,000,000
     Other current assets                           (4,000,000)
     Other assets                                  (10,000,000)
     Accounts payable                               16,000,000
     Accrued expenses                              (15,000,000)
     Income taxes payable                          (28,000,000)

     Deposit for civil antitrust settlements                 -
        in escrow

     Pension and post-retirement health care       (26,000,000)
        liabilities

     Liabilities subject to compromise             (31,000,000)
     Other liabilities                              26,000,000
     Other                                                   -
                                                --------------
Cash (used in)provided by operating activities      49,000,000

CASH FLOWS FROM INVESTING ACTIVITIES
  Net proceeds from divestments                      3,000,000
  Payments for acquisitions, net                    (5,000,000)
  Capital expenditures                             (56,000,000)
                                                --------------
Net cash used in investing activities              (58,000,000)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from DIP credit facility, net           250,000,000
(Payments on) proceeds from credit facility       (28,000,000)
  Proceeds from long-term borrowings                 1,000,000
  Payments on long-term borrowings                 (18,000,000)
(Payments on) proceeds from short-term borrowings  (2,000,000)
  Premium paid on early extinguishment of debt               -
  Dividends paid                                             -
  Payments for debt issuance costs                 (30,000,000)
  Proceeds from exercise of stock options                    -
  Other financing activities                                 -
                                                --------------
Net cash provided by financing activities          173,000,000

CASH AND CASH EQUIVALENTS
  Effect of exchange rates                            4,000,000
                                                 --------------
  Change in cash and cash equivalents               168,000,000
                                                 --------------
  Cash and cash equivalents, beginning of period     68,000,000
                                                 --------------
  Cash and cash equivalents, end of period         $236,000,000
                                                 ==============

                        About Chemtura Corp.

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

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

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

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


COATES INT'L: Consents to Assignment of Licenses to Almont Energy
-----------------------------------------------------------------
Coates International, Ltd., has consented to the assignment of its
Canadian License and the rights to its US License Agreements,
subject to the provisions of the Escrow Agreement with Well to
Wire Energy, Inc., to Almont Energy Inc., a privately held, newly
formed independent third party entity based in Alberta, Canada.
Almont has made two payments to Coates in February 2010 totaling
$700,000 as a prerequisite condition to our consent to the
assignment.

Coates has also received a deposit from Almont towards the first
shipment of engines expected to be ready for shipment in April
2010.  Almont will deliver and install these units.

Almont's management advised us that the new company was formed for
the sole purpose of pursuing its business plan to deploy the
Coates Spherical Rotary Valve system technology.  The decision was
based on a number of factors, which included:

     1. Almont management's expectation is that it is more
        advantageous to separate the "clean energy" business from
        the other WWE business activities and that doing so,
        creates a single focus on the Coates CSRV system
        technology business plan.

     2. Almont management believes that as a single focused
        company it will be able to facilitate the process of
        funding its operations.

A new management team has been installed at Almont to
commercialize the CSRV system technology.  The management of
Almont has stated that it intends to follow and execute the
original business plan of WWE very closely.

Almont stated that it was initially capitalized by the management
group together with funds raised from a small group of high net
worth investors with a track record of proven business and
financial success.

In connection with the assignment of the Canadian License and the
rights to the US License, Almont has also assumed all of the
obligations set forth in the Escrow Agreement between the Company
and WWE, with the following modifications:

     -- The remaining unpaid balance of the Release Payment is
        approximately $6 million and will be paid expeditiously.
        Provided that Almont remits this entire unpaid balance to
        the Company on or before the Release Payment Date, the US
        License will be released from escrow and granted to
        Almont.  Almont is required to remit to the Company 60% of
        all monies it raises from future equity or debt
        transactions, exclusive of proceeds from equipment
        purchase financing transactions, until the Release Payment
        is paid in full.

     -- Almont has also become obligated to pay the $49 million
        balance of the US License Fee to the Company.  Payment
        shall be made quarterly in an amount equal to 5% of
        Almont's quarterly net profits.  In addition, Almont is
        required to remit a portion of the proceeds it receives
        from equity or debt transactions, exclusive of equipment
        financing transactions to the Company until the entire
        balance of the US License Fee is paid in full.  However,
        the entire $49 million licensing fee is required to be
        paid on or before February 19, 2015.

The business plan of Almont assumes the purchase of a substantial
number of CSRV units over the next 5 years.  Almont's purchase of
CSRV units from the Company will be made by way of standard
purchase orders, issued based on market and customer demand. Over
the 5-year period, Almont anticipates that the volume of total
purchases from the Company will be similar to, or potentially
exceed the quantities contemplated in our previous arrangement
with WWE.  Almont plans to finance its purchases from cash flow
and by way of project or equipment financing, proceeds from
issuance of equity or corporate debt instruments and conventional
bank financing.

                           Going Concern

The Company said it incurred net losses for the three and nine
month periods ended September 30, 2009, and, except for the year
ended December 31, 2008, has incurred recurring annual net losses
since inception.  As of September 30, 2009, the Company had a
Stockholders' Deficiency of $299,000.  At September 30, 2009, the
Company had negative working capital of ($2,285,000), compared
with negative working capital of ($34,000) at December 31, 2008.
In addition, the current economic environment, which is
characterized by tight credit markets, investor uncertainty about
how to safely invest funds and low investor confidence, has
introduced additional risk and difficulty in the Company's
challenge to secure needed additional working capital.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

Management has instituted a cost control program intended to cut
variable costs to only those expenses that are necessary to
complete its activities related to entering the production phase
of its operations, develop additional commercially feasible
applications of the CSRV technology, seek additional sources of
working capital and cover the general and administrative expenses
in support of such activities.  The Company has been actively
undertaking efforts to secure new sources of working capital.
During the nine months ended September 30, 2009, the Company
received $690,000 from research and development fees and received
proceeds of approximately $676,000 from the sale of common stock
and warrants.  The Company continues to actively seek out new
sources of working capital; however, there can be no assurance
that it will be successful in these efforts.

Weiser LLP, in New York, expressed substantial doubt about Coates
International's ability to continue as a going concern after
auditing the financial statements for year ended December 31,
2008.  The auditing firm said that the Company continues to have
negative cash flows from operations, recurring losses from
operations in prior years, and has a stockholders' deficiency.

                    About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.


COLUMBIA BANCORP: Delisted at Nasdaq Effective March 1
------------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock of Columbia Bancorp, effective at the
opening of the trading session on March 1, 2010.  Based on a
review of the information provided by the Company, Nasdaq Staff
determined that the Company no longer qualified for listing on the
Exchange pursuant to Listing Rules 5101, 5110(b), and IM-5101-1.

The Company was notified of the Staff's determination on
January 25, 2010.  The Company did not appeal the Staff
determination to the Hearings Panel, and the Staff determination
to delist the Company became final on February 3, 2010.


CONDOR INSURANCE: May Use Chapter 15 for Foreign Fraud Suit
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the U.S. Court of
Appeals in New Orleans ruled on March 17 that the foreign
representative from a bankruptcy primarily pending abroad is
entitled to bring a fraudulent transfer suit in a Chapter 15 case
without initiating a separate Chapter 7 or 11 case in the U.S.

Richard Fogerty, at Kroll (Cayman) Limited and William Tacon at
Kroll (BVI) Limited, filed a petition for Chapter 15 protection
for Condor Insurance Limited (Bankr. S.D. Miss. Case No: 07-
51045).  Condor, an insurance company, was undergoing liquidation
on the island of Nevis under proceedings akin to Chapter 7 in the
U.S.  The bankruptcy judge recognized the proceedings in Nevis as
the "foreign main proceeding," which automatically halted creditor
actions in the U.S.

The Nevis liquidators then filed a fraudulent transfer suit in the
Chapter 15 case based on Nevis law.  The bankruptcy judge
dismissed the suit, and the district court affirmed.  The circuit
court overturned the ruling.

According to Bill Rochelle, Circuit Judge Patrick E. Higginbotham
explained that Chapter 15 prohibits foreign liquidators from
filing fraudulent transfer or preference suits in a Chapter 15
case based on U.S. law.  He pointed out that Chapter 15 allows the
foreign liquidator to bring preference or fraud suits by filing a
separate Chapter 7 or 11 case.  Judge Higginbotham surveyed
arguments both ways and concluded that Congress did not intend to
prohibit fraud suits in Chapter 15 cases based on foreign law.
Any other result, he said, "would lend a measure of protection to
debtors to hide assets in the United States out of the reach of
the foreign jurisdiction, forcing foreign representatives to
initiate much more expensive proceedings to recover assets
fraudulently conveyed, the scenario Chapter 15 was designed to
prevent."

The case is Fogerty v. Petroquest Resource Inc. (In re Condor
Insurance Ltd.), 09-60193, 5th U.S. Circuit Court of Appeals (New
Orleans).


COOPER-STANDARD: Reaches $355 Million Investment Agreement
----------------------------------------------------------
Cooper-Standard Holdings Inc., the parent company of Cooper-
Standard Automotive Inc., announced March 22 that it has entered
into a new Equity Commitment Agreement with holders of a majority
of the outstanding principal amount of the Company's 7% Senior
Notes due 2012 and a substantial majority of the outstanding
principal amount of the Company's 8 3/8% Senior Subordinated Notes
due 2014 providing for a sale of New Common Stock, New Preferred
Stock and New Warrants and a commitment to backstop an equity
Rights Offering that will be made to eligible holders of the
Senior Subordinated Notes.  The aggregate gross proceeds to
Cooper-Standard will be $355 million.  The new Rights Offering
will be effectuated through a proposed First Amended Joint Chapter
11 Plan of Reorganization, which has been filed with the United
States Bankruptcy Court for the District of Delaware.  The Amended
Plan, the Rights Offering, and all related transactions have the
full support of the Official Committee of Unsecured Creditors.

The new Equity Commitment Agreement replaced the original
commitment agreement, which was executed on February 1, 2010, and
provided for a direct investment and an equity rights offering,
totaling $245 million.  The parties to the original commitment
agreement are also parties to the new Equity Commitment Agreement
and they have been joined by additional noteholders to purchase
new equity and backstop the new Rights Offering pursuant to the
terms of the new Equity Commitment Agreement.

Under the Amended Plan, and subject to confirmation of the Amended
Plan, the Company's Debtor-in-Possession financing and prepetition
credit facility will be paid in full in cash, as was provided in
the original plan.  In addition, the Amended Plan now provides for
the Senior Notes to be unimpaired, and thus to be paid in full in
cash, except that the Backstop Parties have agreed to forgo a cash
payment on their Senior Note Claims and instead will receive a
distribution of New Common Stock.  As provided for under the
original plan, general unsecured claims against Cooper-Standard
Automotive and all of its debtor subsidiaries will still receive
payment in full in cash.  Holders of the Senior Subordinated Notes
will be issued 8% of the New Common Stock of the Company and New
Warrants to purchase, in the aggregate, 3% of the New Common Stock
on the terms set forth in the Amended Plan (in each case, assuming
the conversion of the New Preferred Stock).  Eligible holders of
the Senior Subordinated Notes will also receive Rights to
purchase, in the aggregate, 39.6% of the New Common Stock of the
Company (assuming the conversion of the New Preferred Stock).  In
addition, the Backstop Parties will receive 20.95 % of the New
Common Stock on account of their Senior Note Claims (assuming the
conversion of the New Preferred Stock).

Pursuant to the Equity Commitment Agreement, the Backstop Parties
have agreed to purchase 11.75 % of the New Common Stock and
$100 million of 7% convertible preferred stock, convertible into
19.7% of the New Common Stock, issued by Cooper-Standard Holdings
(in each case, assuming the conversion of the New Preferred
Stock).  The Backstop Parties will also receive New Warrants to
purchase 7% of the New Common Stock (assuming the conversion of
the New Preferred Stock).  These Backstop Parties will also
provide a backstop for any unsubscribed portion of the New Common
Stock in the Rights Offering to ensure a total investment of
$355 million.  The commitment of the Backstop Parties is subject
to a number of conditions, including Bankruptcy Court approval of
the Equity Commitment Agreement and confirmation of the Amended
Plan.

Under the Amended Plan, the Company's balance sheet will be
significantly deleveraged with an estimated funded debt balance at
emergence of approximately $480 million.  This represents a
reduction of over $650 million from pre-petition levels.

"The proposed $355 million equity investment is a strong vote of
confidence in Cooper Standard and significantly improves the
recoveries to the Company's stakeholders over those of the
original plan," said James S. McElya, chairman and chief executive
officer of the Company.  "The Company is now positioned to emerge
from bankruptcy in the near term on a consensual basis with a
strong balance sheet while maintaining our leadership position in
the industry."

Hearings to approve the Equity Commitment Agreement and the
adequacy of the Disclosure Statement filed in connection with the
Amended Plan are scheduled for March 26, 2010.  Court approval of
the Disclosure Statement is necessary to allow the Company to
solicit votes for confirmation of the Amended Plan.  Consummation
of the Amended Plan is subject to a favorable vote by creditors,
review and approval of the Bankruptcy Court and satisfaction of
the confirmation requirements of the Bankruptcy Code. Cooper-
Standard Automotive Canada Limited, the Company's Canadian
subsidiary that has sought relief under the Companies' Creditors
Arrangement Act in Canada, filed a Plan of Arrangement or
Compromise with the Canadian Court on March 12, 2010.

This press release does not constitute an offer to sell or the
solicitation of an offer to purchase any securities in the
contemplated Rights Offering.  The contemplated Rights Offering
will not commence until after the Company's Disclosure Statement
has been approved by the Bankruptcy Court.  Securities that may be
issued pursuant to the contemplated Rights Offering or the Equity
Commitment Agreement will not be registered under the Securities
Act of 1933 and may not be offered or sold in the United States
without registration or an available exemption from registration.

                      About Cooper-Standard

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

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

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

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

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


CYNERGY DATA: Plan Exclusivity Extended to June 1
-------------------------------------------------
Bill Rochelle at Bloomberg News reports that Cynergy Data LLC,
known as Liquidation Co. following the sale of its assets, won an
extension from the Bankruptcy Court for an exclusive period to
propose a Chapter 11 plan until June 1.

According to the report, Cynergy Data, which has sold its business
to ComVest Group, hopes to file a liquidating Chapter 11 plan in
time for the bankruptcy judge to hold a hearing on April 1 to
approve the explanatory disclosure statement.  If Cynergy keeps to
schedule, the confirmation hearing on the plan would take place
April 23, the Bloomberg report said.

                        About Cynergy Data

Launched in 1995, Cynergy Data is a merchant credit card
processing service provider that gives business owners excellent
customer support and unparalleled merchant services.  The company
emphasizes honest, service-oriented business practices and
customer-friendly products and services.  During the past 14
years, Cynergy Data has rapidly expanded from a two-person
operation to one that employs over 130 service-oriented team
members.  Headquartered in New York City, Cynergy Data manages a
portfolio of nearly 80,000 merchants processing in excess of $10
billion annually.

The Company and two affiliates -- Cynergy Data Holdings, LLC,
and Cynergy Prosperity Plus, LLC -- filed for Chapter 11 on
September 1, 2009 (Bankr. D. Del. Case No. 09-13038).

The Company's legal advisor is Nixon Peabody LLP; its financial
and restructuring advisor is CM&D Management Services LLC; its
industry expert is Unicorn Partners, LLC; and its investment
bankers are Stifel, Nicolaus & Company and Peter J. Solomon
Company.  Aside from Nixon peabody, Pepper Hamilton LLP has been
hired as bankruptcy and restructuring counsel.  Charles D. Moore
of Conway MacKenzie, Inc., serves as chief restructuring officer.
Kurtzman Carson & Consultants LLC serves as claims and notice
agent.

Cynergy Data said that it had assets of $109,546,132 against debts
of $186,183,032 as of June 30, 2009.

Cynergy Data filed for Chapter 11 to complete the sale of all of
its assets to an affiliate of The ComVest Group.  The $81 million
sale of the assets was completed October.  The Debtor was renamed
to Liquidation Co. LLC following the sale.


DECODE GENETICS: Delisted at Nasdaq Effective March 19
------------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock of deCODE genetics, Inc., effective at
the opening of the trading session on March 19, 2010.  Based on
review of the information provided by the Company, Nasdaq Staff
determined that the Company no longer qualified for listing on the
Exchange pursuant to Listing Rules 5250(c)(1),and 5110(b).  The
Company was notified of the Staff's determinations on November 18,
2009.

The Company requested a review of the Staff's determination before
the Listing Qualifications Hearings Panel, but before the
scheduled hearing took place, withdrew its request for an appeal.
The Staff's determinations became final on January 4, 2010, and
trading in the Company's securities was suspended on January 6,
2010.

                       About deCODE Genetics

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

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


DENMAN TIRE: To Liquidate Assets Under Chapter 7
------------------------------------------------
According to wfmj.com, Denman Tire filed for Chapter 7
liquidation.  The Company had informed workers in February that it
may close down due to poor economic conditions.

The Company said it is trying to look for a buyer that could
reopen its plant.  A total of 270 workers have been laid off since
November 2009.

Based in Ohio, Denman Tire -- http://www.denmantire.com/-- was a
producer of specialty tires.  The petition says the Company owes
between $1 million and $10 million to more than 200 creditors.


DETROIT MEDICAL: Vanguard Health Deal Won't Affect Moody's Rating
-----------------------------------------------------------------
Moody's Investors Service will not take immediate rating action on
the Ba3 rating assigned to Detroit Medical Center following the
recent announcement of the signing of a letter of intent to become
part of for-profit Vanguard Health Systems Inc.  The LOI is non-
binding and extends until June 1, 2010.  Moody's will continue to
monitor the situation as it progresses.

The rating assigned to DMC was issued on Moody's municipal rating
scale.  Moody's has announced its plans to recalibrate all U.S.
municipal ratings to its global scale and therefore, upon
implementation of the methodology published in conjunction with
this initiative, the rating will be recalibrated to a global scale
rating comparable to other credits with a similar risk profile.
Market participants should not view the recalibration of municipal
ratings as rating upgrades, but rather as a recalibration of the
ratings to a different rating scale.  This recalibration does not
reflect an improvement in credit quality or a change in Moody's
credit opinion for rated municipal debt issuers.

The last rating action was on December 19, 2008, when DMC's Ba3
rating was affirmed with a stable outlook.


DOT VN: Reports $1.4-Mil. Net Loss for Jan. 31 Quarter
------------------------------------------------------
Dot VN Inc. filed its quarterly result Form 10-Q for Jan. 31,
2010, revealing $1,400,000 net loss on $225,311 of revenues for
the three months ended Jan. 31, 2010, compared with a net loss of
$918,870 on $190,985 of revenues for the same period a year ago.

The Company's balance sheet showed $2.5 million in total assets
and $10.0 million in total liabilities for a $7.5 million
stockholders' deficit.

A full-text Copy of the company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?5b2b

                         About Dot VN

Dot VN, Inc. (OTCBB: DTVI) -- http://www.DotVN.com-- provides
Internet and Telecommunication services for Vietnam.  The Company
is developing initiatives to offer Internet Data Center services
and Wireless applications.

At October 31, 2009, the Company had total assets of $2,359,925
against $12,320,152 in total liabilities, resulting in
stockholders' deficit of $9,960,227.

In a regulatory filing in December 2009, the Company noted that it
has had limited revenues from the marketing and registration of
'.vn' domain names as it operates in this single industry segment.
Consequently, the Company has incurred recurring losses from
operations.  In addition, the Company defaulted on 3 convertible
debentures aggregating $612,500 that were due January 31, 2009,
and has not negotiated new terms or an extension of the due date
on the Defaulted Debentures.  These factors, as well as the risks
associated with raising capital through the issuance of equity or
debt securities creates uncertainty as to the Company's ability to
continue as a going concern.


DRUG FAIR: Plan Offers 0.5% for Unsecured Creditors
---------------------------------------------------
Bill Rochelle at Bloomberg News reports that Drug Fair Group Inc.
has filed a Chapter 11 plan.  According to the explanatory
disclosure statement, unsecured creditors are expected to recover
0.5% under the Plan.  Secured creditors, with about $64.5 million
in claims, were fully paid by the store sales and liquidations.
The company now is holding some $2.5 million for distribution to
unsecured creditors that resulted from a settlement with the
lenders.  In June the Official Committee of Unsecured Creditors
reached a settlement with secured lenders designed to insure a
distribution to unsecured creditors.

                          About Drug Fair

Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. --
http://www.drugfair.com/or http://www.costcuttersonline.com/--
fka Community Distributors, Inc., operates pharmacies and general
merchandise stores in northern and central New Jersey.  The
Company, with stores in central and northern New Jersey, is
indirectly owned by Sun Capital Partners Inc., a private-equity
investor based in Boca Raton, Florida.

Drug Fair and CDI Group, Inc., filed for Chapter 11 protection on
March 18, 2009 (Bankr. D. Del. Lead Case No. 09-10897).  Domenic
E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr
Harrison Harvey Branzburg & Ellers, represent the Debtors in their
restructuring efforts.  Warren J. Martin, Jr., Esq., and Brett S.
Moore, Esq., at Porzio Bromberg & Newman, P.C., represent the
official committee of unsecured creditors as counsel.  Norman L.
Pernick, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., represent the creditors committee
as Delaware counsel.  J.H. Cohn LLP is the creditors committee's
financial advisors and forensic accountants.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' notice and claims agent.  The
Debtors listed assets of $50 million to $100 million and debts of
$100 million to $500 million.

After commencing the Chapter 11 cases, the Debtors began going out
of business sales at approximately 24 locations.  On April 27,
2009, the Court approved the sale of 31 remaining stores to
Walgreen Co. for about $54 million.  The Debtors are winding down
assets not included in the transactions.


EDDIE BAUER: Liquidating Chapter 11 Plan Confirmed
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that EBHI Holdings Inc.,
known as Eddie Bauer Inc. prior to the bankruptcy sale of its
assets, received approval of its liquidating Chapter 11 plan.

According to the report, under the Plan, creditors will receive
recovery from remaining proceeds of the asset sales.  Unsecured
creditors, with as much as $165 million in claims, were promised a
recovery of between 2% and 17%.  Secured creditors on a term loan,
reduced to $203 million, will recover 85% to 96%.

Eddie Bauer was authorized in July to sell the business to
Golden Gate Capital Corp. for $286 million cash, an increase at
auction from the opening bid of $202 million from CCMP Capital
Advisors LLC.

                         About Eddie Bauer

Eddie Bauer -- http://www.eddiebauer.com/-- is a specialty
retailer that sells outerwear, apparel and accessories for the
active outdoor lifestyle.  Eddie Bauer participates in a joint
venture in Japan and has licensing agreements across a variety of
product categories.

Eddie Bauer, founded in Bellevue, Wash., in 1920, was acquired by
General Mills Inc. in 1971 and then sold to catalog retailer
Spiegel Inc. in 1988.  Eddie Bauer Inc. emerged from Spiegel's
2003 Chapter 11 case as a separate, reorganized entity under the
control and ownership of Eddie Bauer Holdings, Inc.

Eddie Bauer Holdings, Inc., and eight affiliates filed for
bankruptcy on June 17, 2009 (Bankr. D. Del. Lead Case No.
09-12099).  Judge Mary F. Walrath presides over the case.  David
S. Heller, Esq., Josef S. Athanas, Esq., and Heather L. Fowler,
Esq., at Latham & Watkins LLP, serve as the Debtors' general
counsel.  Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq.,
at Young Conaway Stargatt & Taylor LLP, serve as local counsel.
The Debtors' restructuring advisors are Alvarez and Marsal North
America LLC.  Their financial advisors are Peter J. Solomon
Company.  Kurtzman Carson Consultants LLC acts as claims and
notice agent.  As of April 4, 2009, Eddie Bauer had $525,224,000
in total assets and $448,907,000 in total liabilities.

Eddie Bauer Canada, Inc., and Eddie Bauer Customer Services filed
for protection from their creditors in Canada on June 17, 2009,
the same day the U.S. Debtors filed for protection from their
creditors.  The Canadian Debtors have obtained an initial order of
the Canadian Court staying the proceedings against the Canadian
Debtors and their property in Canada.  RSM Richter Inc. was
appointed as monitor in the Canadian proceedings.

On August 4, 2009, Golden Gate Capital closed a deal to acquire
Eddie Bauer Holdings for $286 million.  Golden Gate will maintain
the substantial majority of Eddie Bauer's stores and employees in
a newly formed going concern company.  Golden Gate beat an
affiliate of CCMP Capital Advisors, LLC, at the auction.  The CCMP
unit's $202 million cash offer served as stalking horse bid.

Golden Gate Capital -- http://www.goldengatecap.com/-- is a San
Francisco-based private equity investment firm with roughly
$9 billion of assets under management.


EPV SOLAR: Asks for Court Okay to Obtain $20MM in DIP Financing
---------------------------------------------------------------
EPV Solar, Inc., has asked for authorization from the U.S.
Bankruptcy Court for the District Of New Jersey to obtain
postpetition secured financing.

The DIP lenders have committed to provide up to $20 million.

As of the Petition Date, the Debtor was indebted, on a secured
basis, under a credit agreement, dated as of November 18, 2009,
with Patriarch Partners Agency Services, LLC.  The Prepetition
Senior Lenders, owed a total of $3.6 million, hold liens on
substantially all of the Debtor's assets.

The Debtor proposes to enter into a $20 million post-petition
financing arrangement with the DIP lenders to replace the
Prepetition Senior Facility loan.

The Debtor is also a party to an indenture, dated as of June 4,
2009, with The Bank of New York Mellon, as trustee, governing the
1% Convertible Senior Secured PIK Notes Due 2016.  The Debtor's
obligations under the Senior Secured Notes Indenture are secured,
with The Bank of New York Mellon as the collateral agent for the
benefit of the Senior Secured Noteholders. The Senior Secured
Noteholders' liens upon and security interests in the Debtor's
assets are subordinated to the liens and security interests of the
Prepetition Senior Lenders.  As of the Petition Date, the Debtor's
obligations under the Senior Secured Notes totaled approximately
$56.9 million.  In light of the DIP financing, senior secured
noteholders under the senior secured notes indenture will receive,
for adequate protection for priming, current interest at the non-
default rate on the senior secured notes, and a silent second lien
on all property of the Obligors, junior to all claims and liens of
the DIP Lenders.

S. Jason Teele, Esq., at Lowenstein Sandler PC, the attorney for
the Debtor, explains that the Debtor needs the money to fund its
Chapter 11 case, pay suppliers and other parties.  The Debtor will
use the money pursuant to a budget, a copy of which is available
for free at http://bankrupt.com/misc/EPV_SOLAR_budget.pdf

The DIP facility will mature in 10 months.  The DIP facility will
incur interest at 10% per annum, to be paid in kind with the
interest added to the principal amount of the DIP Loans monthly in
arrears on the last day of each month.  In the event of default,
the Debtors will pay principal, interest and other amounts will
bear interest at a rate per annum equal to 2.00% in excess of the
interest rate.

The Debtors' obligations under the DIP facility are secured by
substantially all of the Debtor's assets.

The Debtor will pay a fee equal to (i) 5.00% multiplied by
(ii) the full aggregate principal amount of the DIP Loans to the
DIP Agent for the account of the DIP Lenders on any date when the
DIP Loans are repaid in connection with the sale of any Obligor's
assets yielding net proceeds of at least $5,000,000 with respect
to all asset sales or any other mandatory prepayment event.  The
Debtor will also pay, in connection with the sale of any of the
Debtor's assets or any other mandatory prepayment event, an exit
fee in an amount equal to 5.00% of the amount so prepaid or the
amount of the DIP Loans then payable.

The Debtor will assign to the DIP Agent, for the benefit of the
DIP Lenders, the intercompany loans due to the Debtor from EPV
Germany.

These amounts will be applied to prepay the DIP Loans and
obligations: (i) 100% of the net proceeds of any sale or issuance
of equity securities or incurrence of non-trade indebtedness after
the Closing Date by any Obligor; (ii) 100% of the net proceeds of
any sale or other disposition by any Obligor of any assets, in a
single transaction or series of related transactions (including
any sale or other disposition pursuant to which Akart Enerji
Yatirimlari A.S. or any of its affiliates is the buyer), having a
value in excess of $25,000; and (iii) 100% of the net proceeds of
certain extraordinary receipts by any Obligor.

Prepayments will be applied (a) first, to repay up to $4,000,000
in principal amount outstanding in respect of the DIP Loans, (b)
second, to pay the Origination Fee, (c) third, to repay any
principal amounts outstanding in respect of the DIP Loans and (d)
fourth, to pay the exit fee and any other obligations outstanding
in respect of the DIP Loans.

A copy of the DIP financing agreement is available for free at:

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

The DIP Agent and DIP Lenders are represented by Brown Rudnick
LLP.

                           About EPV SOLAR

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: Gets Interim Okay to Use Cash Collateral
---------------------------------------------------
EPV Solar, Inc., sought and obtained interim authorization from
the Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey to continue using prepetition secured
lenders' cash collateral.

Jason Teele, Esq., at Lowenstein Sandler PC, the attorney for the
Debtor, explains that the Debtor needs the money to fund its
Chapter 11 case, pay suppliers and other parties.

As of the Petition Date, the Debtor was indebted, on a secured
basis, under a credit agreement, dated as of November 18, 2009
with Patriarch Partners Agency Services, LLC, and the lenders
party thereto.  The Prepetition Senior Lenders, owed $3.6 million,
hold liens on substantially all of the Debtor's assets.

On February 22, 2010, the Prepetition Senior Agent provided the
Debtor with a notice of disposition of collateral purporting to
schedule an auction of the Debtor's assets on March 5, 2010.

The prepetition senior lenders filed an objection to the Debtor's
request to use cash collateral.  After a hearing on March 1, 2010,
the Court entered an "agreed-upon" order granting the cash
collateral motion on an interim basis.

The Debtor has obtained a $20 million DIP financing facility to
replace the Prepetition Senior Facility loan.

The Court has set a final hearing for March 29, 2010, at
11:00 a.m. on the Debtor's request to use cash collateral.

                           About EPV SOLAR

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.


ESCADA AG: Admin. Claims Bar Date Set for March 31
--------------------------------------------------
Bankruptcy Judge Stuart Bernstein established March 31, 2010, as
the final date by which all parties, including governmental units,
must file requests for allowance of administrative expense claims
arising under Sections 503 and 507(a)(1) in the Chapter 11 case of
Debtor EUSA Liquidation Inc., formerly known as Escada (USA), Inc.

An Administrative Claim is any claim with respect to which a
holder intends to seek payment pursuant to Sections 503 and
507(a)(1) of the Bankruptcy Code, incurred from or after
August 14, 2009, through and including January 15, 2010, Judge
Bernstein ruled.

The Court also approved these procedures for filing of
Administrative Claims:

  (1) The Administrative Claim must be in writing, must conform
      to the Bankruptcy Rules and the Local Rules and must be
      filed by either overnight mail, first class mail, or by
      hand delivery to:

       EUSA Liquidation Inc. (f/k/a Escada USA Inc.)
       Claims Processing Center
       c/o Kurtzman Carson Consultants, LLC
       2335 Alaska Avenue
       El Segundo, CA 90245
       (866) 967-0490

      or by hand delivery to:

       United States Bankruptcy Court
       Southern District of New York
       1 Bowling Green, Room 534
       New York, NY 10004

  (2) The Administrative Claim must:

        (i) state the name of the claimant and the nature of the
            claim or interest of the party;

       (ii) specify the name and case number of the Debtor's
            Chapter 11 case;

      (iii) set forth with specificity the grounds for the
            Claim; and

       (iv) include supporting documentation or an explanation
            as to why documentation is not available.

An Administrative Claim will be deemed filed only if actually
filed in conformity with the Procedures and when received by
Kurtzman, as the Debtor's Claims and Noticing Agent, or the
Court.

Administrative Claims of professionals retained pursuant to
Sections 327 and 328 of the Bankruptcy Code and all fees payable
and unpaid under Section 1930 of the Judiciary and Judicial
Procedures Code need not be filed, the Court clarified.

All entities that are required, but fail, to file Administrative
Claims on or before the Administrative Claims Bar Date will be
forever barred, estopped, and enjoined from asserting those
Claims against the Debtor.  In such a case, the holder will not
be permitted to participate in any distribution in the Debtor's
Chapter 11 case on account of the Administrative Claim or to
receive further notices, and the Debtor will be forever
discharged from any and all indebtedness or liability with
respect to that Administrative Claim.

At the Court's directive, the Debtor published an Administrative
Claims Bar Date Notice in Women's Wear Daily on March 1, 2010.
Edward Jenner Jr., an authorized designee of Women's Wear Daily,
submitted to the Court an affidavit confirming the publication.

                        About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of EUR338.9 million
as of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

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


ESCADA AG: Restated C. Marques Employment Pact Approved
-------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York approved amended and restated
versions of:

  (i) the Employment Agreement between Debtor EUSA Liquidation
      Inc., formerly known as Escada (USA), Inc., and Christian
      D. Marques, for the retention of Mr. Marquez as the
      Debtor's president and treasurer and for Mr. Marquez to
      provide assistance to the Debtor with its continuing
      obligations; and

(ii) the Cost-Sharing Agreement, under which ESCADA Subco LLC
      has agreed to share the costs of Mr. Marques' retention.

ESCADA Subco purchased substantially all of the Debtor's assets,
and successfully closed the Sale transaction on January 15, 2010.
Consequently, the Debtor terminated all of its employees on
January 14, and Escada AG, the sole stockholder of the Debtor,
removed members of the Debtor's board of directors from their
positions and appointed Mr. Marques as sole director.

ESCADA Subco subsequently hired substantially all of the Debtor's
former employees, including its senior management team other than
Mr. Marques, the Debtor's former executive vice president, chief
financial officer and treasurer on January 15.  In his capacity
as sole director, Mr. Marques then appointed himself as President
and Treasurer of the Debtor.

The Debtor has indicated that the Amended and Restated Employment
Agreement and the Amended and Restated Cost-Sharing Agreement
reflect adjustments that addressed the U.S. Trustee's concerns.
As previously reported, the U.S. Trustee argued that the
severance payments contemplated by the Original Agreements were:

  (i) hinged on issues relating to payment to insiders, as that
      term is defined under Section 101(31) of the Bankruptcy
      Code; and

(ii) "unclear" on whether severance payments were made during
      the first two weeks of 2010, prior to the closing of the
      Sale Transaction.

The Amended and Restated Agreements will be deemed to amend,
modify and supersede all prior agreements, Judge Bernstein ruled.

Full-text copies of the Amended and Restated Agreements are
available at no charge at:

http://bankrupt.com/misc/Escada_Amended&RestatedCostSharing.pdf
http://bankrupt.com/misc/Escada_Amended&RestatedEmployment.pdf

                        About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of EUR338.9 million
as of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

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


ESCADA AG: U.S. Trustee Wants EUSA Case Converted to Ch. 7
----------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, asks Judge Stuart
M. Bernstein of the U.S. Bankruptcy Court for the Southern
District of New York, to convert the Chapter 11 case of EUSA
Liquidation Inc., formerly known as Escada (USA) Inc., into a
proceeding under Chapter 7.

Section 1112(b) of the Bankruptcy Code governs the conversion or
dismissal of a Chapter 11 case and grants bankruptcy courts the
power to promptly administer chapter 11 cases on their docket.
Among other things, "cause" to convert a Chapter 11 case to
Chapter 7 includes:

  -- "substantial or continuing loss to or diminution of the
     estate and the absence of a reasonable likelihood of
     rehabilitation; and

  -- "failure timely to provide information or attend meetings
     reasonably required by the United States Trustee."

The U.S. Trustee filed her Chapter 7 Conversion Motion in light
of the recently concluded sale of the Debtor's assets to ESCADA
US Subco, LLC, pursuant to an Asset Purchase and Sale Agreement
among the parties.  Under the deal, ESCADA USA received
US$6 million; had certain of its liabilities assumed by the
Purchaser; and received reimbursement for new inventory it
purchased from and after the execution of the Agreement.  The Sale
was approved by Bankruptcy Judge Gonzales on January 7, 2010, and
the closing of the Sale subsequently occurred on January 15.

On behalf of the U.S. Trustee, Elisabetta G. Gasparini, Esq., in
New York, says that the Debtor's business is presently not
operating and all that remains to be done in the case is possibly
pursue some causes of action -- to the extent any claim exist --
and distribute the limited "pot" of funds to the various
creditors.

Ms. Gasparini tells the Court that the continuing loss to or
diminution to the Debtor's estate cannot be disputed.  "The last
monthly operating report that was filed with the Court reflects
that the overall value of the Debtor's assets has diminished by
over $15 million.  Moreover . . . the Debtor has operated at a
loss since the Petition Date, and the cumulative net losses in
this case are amount to over $22 million as of the end of 2009,"
she elaborates.

Moreover, while the Official Committee of Unsecured Creditors has
indicated that they are prepared to file a plan and disclosure
statement, proceeding with the confirmation of a plan as opposed
to a conversion to Chapter 7 does not appear to benefit the
unsecured creditors, Ms. Gasparini reasons.  In fact, since the
Sale was consummated, the constituencies have retained or are
seeking to retain additional professionals, she tells Judge
Bernstein.

Ms. Gasparini points out that under Chapter 11, quarterly fees
owed to the U.S. Trustee would continue to accrue, and even after
confirmation of a plan, professional fees would continue.  There
is also a possibility that the plan administrator would hire
additional professionals -- all causing the administrative
expenses related to the wind-down of the Debtor under Chapter 11
to be undoubtedly higher than those related to a Chapter 7.

Ms. Gasparini further asserts that the Debtor's case does not
have any prospect of successfully reorganizing its business.
"This is a case where there is a finite 'pot' of funds for
distribution to creditors, and all that is left to do is
investigate and pursue any possible causes of action that would
reduce claims asserted against the estate and possibly bring
money into the estate, object to claims, and finally, distribute
the remaining funds to the various creditors."

"All this can be done by a Chapter 7 trustee without having to
pay the related administrative costs of the Chapter 11
proceeding," Ms. Gasparini maintains.

The Court is set to convene a hearing on April 29, 2010, to hear
the U.S. Trustee's request.

                        About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of EUR338.9 million
as of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

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


ESCADA AG: U.S. Unit's Motion to Enforce Sale Order on 717 GFC
--------------------------------------------------------------
ESCADA US Subco, LLC, formerly Escada (USA) Inc., asks Judge
Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern
District of New York to enjoin Landlord 717 GFC LLC from taking
any action to terminate the lease related to Subco's flagship
retail store located at 717 Fifth Avenue, in New York.

ESCADA Subco is the purchaser of substantially all of the assets
of Debtor ESCADA (USA) Inc., now known as EUSA Liquidation Inc.,
pursuant to an Asset Purchase and Sale Agreement among the
parties dated December 21, 2010.  Under the Asset Sale Agreement,
ESCADA USA was contemplated to (i) receive US$6 million;
(ii) have certain of its liabilities assumed by the Purchaser; and
(iii) receive reimbursement for new inventory it purchased from
and after the execution of the Agreement.  The Sale was approved
by Bankruptcy Judge Arthur J. Gonzales for the Southern District
of New York on January 7, 2010.  The closing of the Sale occurred
on January 15.

Among the Assets transferred to Purchaser under the Asset Sale
Agreement was the Fifth Avenue Lease between a predecessor-in-
interest to the Landlord and the Debtor dated as of September 29,
2000, as amended.

The Landlord previously said it engaged in discussions with the
Purchaser, which was expected to offer the Landlord a new
guarantor with "over EUR30 million in cash" plus "other assets,
given that the present guarantor, ESCADA AG, is bankrupt.  The
parties also discussed that the Purchaser, as the new tenant,
would become subject, under the existing Lease, to a separate and
ongoing duty to replace the guaranty.  The Landlord later related
that no agreement was ultimately reached.  Instead, the Fifth
Avenue Lease was not rejected, but was assumed and assigned the
Purchaser as of the Sale Closing.

Against this backdrop, ESCADA Subco asks the Bankruptcy Court to
prevent the Landlord from:

  -- using any purported inadequacy of a replacement guaranty
     executed and delivered by ESCADA Luxembourg, S.a.r.l., the
     Purchaser's parent, in connection with the closing of the
     sale approved by the Sale Order;

  -- draw on the Irrevocable Standby Letter of Credit dated
     January 15, 2010, issued by Deutsche Bank in favor of the
     Landlord on behalf of the Purchaser;

  -- assert damages or other remedies under the Fifth Avenue
     Lease; or

  -- interfere with the Purchaser's use and enjoyment of the
     premises subject to the Fifth Avenue Lease.

Meghan M. Sercombe, Esq., at Cleary Gottlieb Steen & Hamilton
LLP, in New York, on behalf of ESCADA Subco, delivered to the
Court exhibits relating to ESCADA Subco's request, including,
copies of the Replacement Guaranty and the Letter of Credit.

ESCADA Subco asserts that the Sale Order approved all purchase
agreements related to the transfer of Assets and explicitly
determined that all counterparties to assumed contracts had
received adequate assurance of future performance within the
meaning of Sections 365(b)(1)(C) and 365(f)(2)(B) of the
Bankruptcy Code.  Thus, Sean A. O'Neal, Esq., at Cleary Gottlieb
Steen & Hamilton LLP, in New York, contends that contrary to the
Landlord's assertion, the Court has already determined that the
Purchaser has provided adequate assurance to the Landlord by,
among other things, delivering the Replacement Guaranty executed
by ESCADA Lux.

The Landlord was given every opportunity to contest the adequacy
of the Replacement Guaranty but chose to take no action, Mr.
O'Neal laments.  Instead, he notes, weeks after the Sale Closing,
the Landlord is "threatening" to terminate the Fifth Avenue
Lease.

The Court should require the Landlord to comply with the terms of
the Sale Order and cease its interference with the Purchaser's
right to continue performance under the terms of the Fifth Avenue
Lease, Mr. O'Neil remains.

Echoing ESCADA Subco's arguments, the Official Committee of
Unsecured Creditors reiterates that the Landlord had the
opportunity to object to the Sale Motion, but did not.  "At this
point, in the absence of any appeal having been taken, the Sale
Order is final," maintains Melanie L. Cyganowski, Esq., at
Otterbour, Steindler, Houston & Rosen, P.C., in New York, on
behalf of the Committee.

Ms. Cyganowski elaborates that pursuant to the Sale Order, the
Fifth Avenue Lease was assumed and assigned to ESCADA Subco, all
without objection, and subject to the Replacement Guarantee.
Thus, any termination of the Lease predicated on the
insufficiency of the Guarantee violates the Sale Order, she says.
Moreover, to the extent any violation gives rise to claims
against the Debtor's estate, those claims only serve to prejudice
the Debtor's creditors, she adds.

                         Landlord Reacts

"The problem here is that . . . [ESCADA Subco's] parent or
principals have, in subsequent negotiations with Landlord . . .
have refused to proffer a meaningful parent guaranty, by instead
'loading' the parent's balance sheet with a 'shareholder loan'
that virtually erases all the assets, and leaves the parent as a
shell with almost no net worth," Richard Claman, Esq., at Stempel
Bennet Claman & Hochberg, P.C., in New York, argues.

A "shell" guaranty is plainly inadequate in regard to a Lease
whose term, at Landlord's option, can extend into 2026, where the
total rent due, net of all concessions, is in excess of
$55 million, Mr. Claman explains.

Mr. Claman relates that as of January 15, 2010, ESCADA Subco has
been occupying the Lease as assignee-tenant.  As of January 27,
however, ESCADA Subco had not proffered any current guaranty --
let alone a meaningful one.  Accordingly, the Landlord served
upon ESCADA Subco, as new tenant, on January 27, 2010, a 30-day
notice to cure the Fifth Avenue Lease to "keep good" the Guaranty
which ESCADA Subco promised as "security," says Mr. Claman.

ESCADA Subco proffered the Replacement Guaranty, but "did not
include any attempt to show that the 'guarantor' had any assets,"
Mr. Claman discloses.  "It appeared that the [Replacement]
Guaranty was just a piece of paper of no real meaning."

Mr. Claman contends that ESCADA Subco has available -- if they
want to so commit -- the financial resources to provide the
Landlord with a proper current guaranty.  There must be at least
"an implicit commitment that it will further devote additional
[and available] resources to make the new venture [with the
Landlord] work," Mr. Claman asserts.

                         *     *     *

At ESCADA Subco's behest, Judge Bernstein will convene an
expedited hearing on the ESCADA Subco's request, today, March 19,
2010.

Mr. O'Neil related in a declaration filed with the Court that the
Landlord has consented to the Debtor's request for an expedited
hearing.

                        About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of EUR338.9 million
as of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

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


EXTENDED STAY: Accepts Starwood's $905MM Investment Offer
---------------------------------------------------------
Extended Stay Inc. has decided to accept a reorganization
proposal from investors led by Starwood Capital Group in favor of
an investment as much as $905 million, thereby terminating a
previous deal with Centerbridge Partners LP and Paulson & Co.

Reuters relates that Starwood, led by real estate developer Barry
Sternlicht, made a binding offer to Extended Stay over the
March 12 weekend.  Starwood's partnered with Five Mile Capital
and TPG Capital in the Extended Stay bid.

The new Starwood $905 million investment proposal consists of a
$450 million equity investment, a $200 million backstop rights
offering, and a $255 million pool for creditors who will opt for
cash instead of equity.

ESI's earlier deal with Centerbridge and Paulson & Co. provided
for a $450 million investment, consisting of a $225 million cash
contribution in exchange for common interests in a new company of
reorganized ESI and a $225 million backstopped rights offering.

Starwood's bid remains subject to higher and better offers.

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.

The Starwood investment is anticipated to increase Extended Stay
enterprise value to $3.9 billion upon closing.  The Lazard Freres
& Co.-prepared valuation analysis, as commissioned by Extended
Stay, estimated the Company's enterprise value to be between $2.8
and $3.6 billion.

In light of these developments, ESI delivered to the U.S.
Bankruptcy Court for the Southern District of New York on
March 18, 2010, an amended Chapter 11 Plan hinged on the Starwood
deal.

Extended Stay Seeks Approval of Deal

Extended Stay Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York to approve a deal it entered into
with a group of investors led by Starwood ESH LLC to obtain
financing for the proposed Chapter 11 plan of 74 of its debtor
affiliates.

ESI earlier sought approval of an agreement with Centerbridge
Partners L.P. and Paulson & Co. Inc. for the funding of the Plan
through a $225 million equity investment and a $225 million
backstopped rights offering.  The Company, however, terminated
the Centerbridge/Paulson Agreement after it negotiated what it
said is a more favorable deal with Starwood.

Under the new deal, the Starwood Investors agreed to provide a
funding of up to $905 million, a facility which is $455 million
more than the investment offered by Centerbridge and Paulson.
The offer consists of a $450 million equity investment, a
$200 million rights offering backstopped by the investors, and an
additional $255.4 million.

The Starwood Investors will use the $450 million to purchase
42.85% of the common interests in a new company that will serve
as the parent company of ESI and its debtor affiliates.

The $200 million rights offering will be available to holders
of certificates secured by the $4.1 billion mortgage loan that
was used to fund the acquisition of the Debtors from Blackstone
Group LP.  The rights that the Starwood Investors agreed to
purchase represent an additional 19.04% of the common interests.

The Starwood Investors will use the $255.4 million to purchase
common interests at a 30% discount directly from holders of
certificates who opt to receive cash instead of the common
interests.

"The ESI-Starwood deal permits ESI to entertain better offers,
creating a floor for competing bids," ESI's attorney,  Jacqueline
Marcus, Esq., at Weil Gotshal & Manges LLP, in New York,
emphasizes.

The Debtors are required, under the ESI-Starwood deal, to achieve
these milestones to preclude the termination of the agreement:

  (1) The Debtors must file their amended plan of reorganization
      by March 22, 2010;

  (2) The Debtors must file an amended disclosure statement on
      on the amended plan by March 26, 2010;

  (3) The hearing to consider approval of the ESI-Starwood deal
      must be held on or before April 8, 2010;

  (4) The deal must be approved on or before April 9, 2010;

  (5) The hearing on the amended disclosure statement must be
      held on or before April 26, 2010;

  (6) The Court must issue an order approving the amended
      disclosure statement within three days after the hearing
      on the adequacy of the information contained in the
      disclosure statement;

  (7) The hearing to consider confirmation of the Plan must be
      held by June 4, 2010; and

  (8) The effective date of the amended plan must occur within
      15 days after the hearing on the confirmation of the Plan.

ESI said the Starwood deal would provide a value to its business
enterprise at $3.9 billion after the deal closes.  The Debtor
stated that the deal would strengthen its balance sheet, lower
its debt to $2.8 billion from $7.4 billion, and provide cash
reserves that would be poured into its properties and operations,
according to a report by the Associated Press.

The Court will hold a hearing on April 8, 2010, to consider
approval of the agreement.  Deadline for filing objections is
April 2.

A full-text copy of the Starwood Commitment Letter and Investment
and Standby Purchase Agreement is available for free at:

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

                        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: Creditors Committee Wants Examiner's Report
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Extended Stay's
cases asks Judge James Peck to direct Ralph Mabey, in his capacity
as the Court-approved examiner in the Debtors' cases, to provide
it a copy of the Examiner's Report and all related exhibits.

The Committee reminds the Court that it consented with the
appointment of the Examiner in the interest of reducing costs and
avoiding duplication of efforts.  Among others, the Examiner was
specifically charged with investigating and identifying estate
causes of action in the Debtors' cases.  The Committee now avers
that the results of the Examiner's investigation is a key
component of its efforts to discharge its duties.

Pursuant to Section 1103(c)(2) of the Bankruptcy Code, the
Committee is discharged with the duty of, among other things,
investigating "the acts, conduct, assets, liabilities, and
financial condition of the Debtor . . . ."  Moreover, Mark T.
Power, Esq., at Hahn & Hessen LLP, in New York, points out, the
Committee is the sole party empowered to 'challenge' the liens of
the lender parties to the Debtors' Mortgage Loan.       .

The Committee believes that certain potential estate causes of
action may constitute material, unencumbered assets of the
Debtors' estates, with respect to which it would need to assert a
Challenge.  In this light, the Examiner's Report would help the
Committee focus on locating those assets and bring Challenges,
Mr. Power says.  "Therefore, it is critical that the Committee be
given access to the Examiner's Report as soon as possible."

The Examiner, however, obtained an order from the Court on
March 10, 2010, for the temporary filing of his Report under
seal.  Accordingly, the Examiner filed a notice of filing of his
Report under seal on March 12 and the Court clerk docketed the
Report as sealed on March 17.

Mr. Power asserts that no reason exists why information on the
Report should be kept from the Committee when the Committee are
not competitors with any party that provided "trade secret" or
"confidential research" information to the Examiner.  Moreover,
he cites, the individual members of the Committee are subject to
strict confidentiality requirements in the Committee's by-laws.

Mr. Power also reminds the Court that Section 1106(a)(4)(B) of
the Bankruptcy Code provides that an examiner, after producing a
statement of any investigation, is to transmit a copy of that
statement to any creditors' committee or equity holders'
committee, any indenture trustee, and to other entities as the
court designates.

                        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: Files Second Amended Plan to Add Starwood Deal
-------------------------------------------------------------
Extended Stay Inc. filed with the U.S. Bankruptcy Court for the
Southern District of New York a Second Amended Joint Plan of
Reorganization for its debtor affiliates on March 18, 2010.

ESI further amended the Chapter 11 Plan in light of a new
agreement it entered into with a group of investors led by
Starwood ESH LLC to obtain as much as $905 million to finance the
Plan for 74 of its debtor affiliates.

The Initial Plan ESI submitted to the Court on February 19, 2010,
hinged on the agreement it executed with investors Centerbridge
Partners LP and Paulson & Co., which committed to provide as much
as $450 million to fund the Plan.  ESI, however, terminated the
agreement after it negotiated what it said is a more favorable
deal with Starwood.

The new deal ESI hatched with Starwood authorizes the Starwood-
led investors to provide up to $905 million, which consists of a
$450 million equity investment, a $200 million rights offering
backstopped by the investors, and an additional $255.4 million
fund for creditors seeking to cash in their claims.

The Starwood Investors will use the $450 million to acquire
42.85% of the common interests in a new company that will serve
as the parent company of ESI and its debtor affiliates.

The $200 million rights offering will be available to holders
of certificates secured by the $4.1 billion mortgage loan that
was used to fund the acquisition of the Debtors from Blackstone
Group LP.  The remaining $255.4 million will be used by the
Starwood Investors to purchase common interests at a 30% discount
directly from holders of certificates who opt to receive cash
instead of common interests.

                      Other Plan Amendments

The Second Amended Plan constitutes a plan for all of the 74
Debtors other than ESI, and provides for a potential recovery for
all creditors, including holders of mortgage certificates and
mezzanine debt and general unsecured creditors.  It also provides
for a cash paydown of $200 million to holders of Class A4
certificates, and $2.823 billion of new mortgage debt, which
allows for distributions to more holders of mortgage
certificates.

The Amended Plan also gives more options with respect to the form
of consideration received by holders of Class B-H mortgage
certificates.  Those holders can elect new debt, new equity or a
combination of both; provided that claims representing 50% of
Class B-H Certificates receive new debt and claims representing
50% of the Class B-H Certificates receive new equity.  Moreover,
holders of Class B-H mortgage certificates also have the option
to receive cash in lieu of new equity.

Holders of Class J-M Certificates and the mezzanine lenders are
given the opportunity to realize recoveries through sub-equity
distributions from future capital events under the Amended Plan.
There will also be distribution of sub-equity to holders of Class
J through Class M mortgage certificates and holders of all
mezzanine facility claims, even if the Amended Plan is confirmed
pursuant to Section 1129(b) of the Bankruptcy Code.

The Amended Plan also provides for payment of an annual
management fee to an affiliate of Starwood Capital Group and
incentive compensation to that affiliate for the common interests
purchased as a result of the $905 million investment but not paid
by the equity provided to existing stakeholders.

The Amended Plan does not release Extended Stay President David
Lichtenstein from liability for claims stemming from his
guarantees of the mortgage or the mezzanine loans.

         Classification of Claims & Equity Interests

The various claims under the Second Amended Plan and their
designated treatment are:

  Class     Type of Claim               Claim Treatment
  -----     -------------         -----------------------------
Class 1     Priority Claims       Holders of Allowed Priority
                                 Claim will be paid in full, in
                                 cash.

Class 2     Mortgage Facility     If Class 2 accepts the Plan,
           Claim                 the holder of the Allowed
                                 Mortgage Facility Claim will
                                 receive (i) 100% of the Rights,
                                 (ii) on the Initial
                                 Distribution Date, 100% of the
                                 New Class A1 Mortgage Notes,
                                 100% of the New Class A2
                                 Mortgage Notes, 100% of the New
                                 Class A3 Mortgage Notes, 100%
                                 of the New Class A4 Mortgage
                                 Notes, 100% of the New Class B-
                                 FX Mortgage Notes, 100% of the
                                 New Class CFL Mortgage Notes,
                                 100% of the New Class CFX
                                 Mortgage Notes, 100% of the New
                                 Class D Mortgage Notes, 100% of
                                 the New Class E Mortgage Notes,
                                 100% of the New Class F
                                 Mortgage Notes, 100% of the New
                                 Class G Mortgage Notes, 100% of
                                 the New Class H Mortgage Notes,
                                 (iii) 100% of the Class A4 Cash
                                 Paydown, (iv) the Rollover
                                 Equity, or in lieu of the
                                 Rollover Equity, the Class B-H
                                 Equity Cashout Option, and (v)
                                 100% of the Sub-Equity Class 2,
                                 100% of the Sub-Equity Class 3,
                                 100% of the Sub-Equity Class 4
                                 and 100% of the Sub-Equity
                                 Class 5.

                                 If Class 2 rejects the Plan,
                                 the holder of the Allowed
                                 Mortgage Facility Claim will
                                 receive the New Alternate Notes
                                 in an aggregate principal
                                 amount not to exceed
                                 $3.3 billion.

                                 Each holder of a Class B-H
                                 Mortgage Certificate may
                                 exercise the Class B-H
                                 Debt/Equity Election; provided
                                 that on the Effective Date, 50%
                                 of the Class B-H Mortgage Debt
                                 will be satisfied by the New
                                 Class B-H Mortgage Notes and
                                 50% of the Class B-H Mortgage
                                 Debt will be satisfied by the
                                 Rollover Equity.  If any
                                 holder of a Class B-H Mortgage
                                 Certificate elects to receive
                                 less than 50% of its
                                 consideration in Rollover
                                 Equity, then the other holders
                                 of Class B-H Mortgage
                                 Certificates will have the
                                 right to elect to receive their
                                 Pro Rata Share of the Excess
                                 Equity.  If Class 2 rejects the
                                 Plan, the Class B-H Debt/Equity
                                 Election will be cancelled and
                                 extinguished.

                                 At the election of any holder
                                 of a Class B-H Mortgage
                                 Certificate, the holder will
                                 receive, in lieu of the
                                 Rollover Equity that it is
                                 entitled to receive, the Class
                                 B-H Equity Cashout Option.  If
                                 Class 2 rejects the Plan, the
                                 Class B-H Equity Cashout Option
                                 will be cancelled and
                                 extinguished.

Class 3     ESA UD Mortgage       Holder of the Allowed ESA UD
           Claim                 Mortgage Claim will receive
                                 New ESA UD Mortgage Note in
                                 full settlement, satisfaction,
                                 release and discharge of its
                                 claim.

Class 4     Mortgage Facility     If Class 2 accepts the Plan,
           Deficiency Claim      holders of the Allowed Mortgage
           and Mezzanine         Facility Deficiency Claim and
           Facilities Claims     the Allowed Mezzanine
                                 Facilities Claims will receive
                                 100% of the Sub-Equity Class 6,
                                 100% of the Sub-Equity Class 7,
                                 100% of the Sub-Equity Class 8,
                                 100% of the Sub-Equity Class 9,
                                 100% of the Sub-Equity Class
                                 10, 100% of the Sub-Equity
                                 Class 11, 100% of the Sub-
                                 Equity Class 12, 100% of the
                                 Sub-Equity Class 13, 100% of
                                 the Sub-Equity Class 14 and
                                 100% of the Sub-Equity Class
                                 15.

                                 If Class 2 rejects the Plan,
                                 the holders of the Allowed
                                 Mortgage Facility Deficiency
                                 Claim and the Allowed Mezzanine
                                 Facilities Claims will receive
                                 100% of the Sub-Equity.

Class 5     General Unsecured     No distribution will be made
           Claim                 under the Plan, provided that
                                 in order to facilitate a
                                 consensual Plan, if Class 5
                                 votes to accept the Plan, each
                                 holder will receive its Pro
                                 Rata Share of $500,000.

Class 6     Existing Equity       No distribution will be made
                                 from the Estates.  On the
                                 Effective Date, certificates
                                 that previously evidenced
                                 ownership of Existing Equity
                                 will be cancelled and will be
                                 null and void, the holder will
                                 no longer have any rights with
                                 respect to Existing Equity, and
                                 those certificates will not
                                 evidence any rights under the
                                 Plan.

Class 7     ESA MD Properties     The holder of the ESA MD
           Trust Certificate     Properties Trust Certificate
                                 will retain the certificate.

Class 8     ESA MD Borrower       Each holder of ESA MD Borrower
           Interests             Interests will retain its
                                 interests.

Class 9     ESA P Portfolio MD    The holder of the ESA P MD
           Trust Certificate     Portfolio Trust Certificate
                                 will retain the certificate.

Class 10    ESA P Portfolio MD    Each holder of ESA P Portfolio
           Borrower Interests    MD Borrower Interests will
                                 retain its interests.

Class 11    ESA Canada Properties Each holder of ESA Canada
           Interests             Properties Interests will
                                 retain its interests.

Class 12    ESA Canada Properties Each holder of ESA Canada
           Borrower Interests    Properties Borrower Interests
                                 will retain its interests.

Class 13    ESH/TN Properties     The holder of the ESH/TN
           Membership Interest   Properties Membership Interest
                                 will retain its interest.

Class 14    ESH/ESA General       Each holder of ESH/ESA General
           Partnership Interests Partnership Interests will
                                 retain its interests.

Class 15    Other Existing        No distribution.  On the
           Equity Interests      Effective Date, certificates
                                 that previously evidenced
                                 ownership of the Other Existing
                                 Equity Interests will be
                                 cancelled and will be null and
                                 void.

A full-text copy of the Chapter 11 Plan for the 74 Extended Stay
debtor affiliates and related exhibits is available for free
at http://bankrupt.com/misc/EStay_Ch11Planfor74Debtors.pdf

                        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: Wants Plan Exclusivity Until July 1
--------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Extended Stay
Inc. and its debtor affiliates ask the Court to authorize a 90-
day further extension of their exclusive plan filing period
through July 1, 2010, and their exclusive solicitation period
through August 30, 2010.

The Debtors' current Exclusive Plan Filing Deadline is set to
expire on April 2, 2010, and their Exclusive Solicitation Period
is set to expire on May 31, 2010.

Jacqueline Marcus, Esq., at Weil, Gotshal & Manges LLP, in New
York, reports that since the entry of the Second Exclusivity
Extension Order, the Debtors have continued to progress
expeditiously towards the formulation of a Chapter 11 plan,
negotiating with two separate groups of potential investors.
Indeed, the Debtors filed a Second Amended Plan of Reorganization
on March 18, 2010, for all of the Debtors other than Extended Stay
Inc.  The Second Amended Plan is premised on a transaction set
forth in the Investment and Standby Purchase Agreement with
Starwood ESH, L.L.C.

"Having timely filed the Starwood Plan, the Plan Debtors have the
benefit of continued exclusivity," Ms. Marcus asserts.

The Debtors' Original Plan was premised on a financial funding
from investors Centerbridge Partners, L.P., and Paulson & Co. Inc.

Neither Centerbridge and Paulson nor Starwood was willing to
structure a proposed plan of reorganization that included Debtor
Extended Stay Inc., Ms. Marcus reveals.  Nevertheless, the
Debtors believe that Extended Stay Inc.'s assets have minimal, if
any, value.  Thus, in view of all of the other advantages
presented by the Starwood Plan, the Debtors determined to proceed
without including Extended Stay Inc. in the Starwood Plan.

The Debtors and their professionals have not yet determined the
most appropriate treatment of ESA and its creditors, Ms. Marcus
notes.  Accordingly, the Debtors seek an extension of their
Exclusivity Periods specifically for Extended Stay Inc.

Ms. Marcus emphasizes that the reasonableness of the Debtors'
decision to deal first with the large and complex Debtor entities
that have operating businesses worth several billion dollars is
beyond question.  "[Extended Stay Inc.] should not be penalized
as a result of such an allocation of resources."

Though the Debtors have filed an Amended Plan for majority of
their debtor affiliates, the existing Exclusivity Periods simply
do not provide adequate time to consider and fully develop a
strategy for dealing with Extended Stay Inc., Ms. Marcus says.

Additional time, she maintains, is necessary in order to confirm
whether Extended Stay Inc. has any assets that may be available
for distribution to its creditors, to further analyze the
liabilities of Extended Stay Inc. and to formulate an appropriate
method for dealing with ESI.

The Debtors' substantial good faith progress in advancing their
Chapter 11 cases and ESI's sufficient resources to meet all
required postpetition payment obligations further justify the
requested extension, Ms. Marcus avers.

                        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: Wants to Have Until March 26 to File Plan Outline
----------------------------------------------------------------
Pursuant to Rule 3016(b) of the Federal Rules of Bankruptcy
Procedure, Extended Stay Inc. and its units ask the Court to give
them until March 26, 2010, to file a Disclosure Statement in
connection with the Chapter 11 Plan they filed premised on a
funding transaction with Starwood ESH, L.L.C., and its indirect
members.

The Debtors reveal that they concluded negotiations with the
Starwood Investor on the terms of an Investment Agreement on
March 15, 2010, whereby Starwood would provide a $905 million
investment, and contemporaneously, the Debtors have filed the
Starwood Plan.

However, in light of the undertaking of the filing of three
different reorganization plans and three related sets of
commitment letters and investment agreements since mid-February
2010, the Debtors have had time to fully devote on preparing and
finishing the Starwood Disclosure Statement and relevant
schedules.

Nevertheless, the Debtors assure the Court that they are
proceeding as expeditiously as possible with the completion of
the task.

The Debtors further elaborate that they filed the Starwood Plan
without the Starwood Disclosure Statement because they believe
that doing so would provide information that creditors and other
stakeholders need in order to evaluate fully the Starwood
Approval Motion.  They anticipate that the filing of the Starwood
Investment Agreement and the Starwood Plan will encourage
discussions between all parties-in-interest and may begin the
discussion to consensually support a proposed plan of
reorganization for the Debtors.

In addition, the process of approval of the Starwood Disclosure
Statement will be more efficient if the Debtors and the
Starwood Investor has additional time to discuss, review and
finalize the Starwood Disclosure Statement, Jacqueline Marcus,
Esq., at Weil, Gotshal & Manges LLP, in New York, maintains.

                        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: Names K. McLean as Chief Information Officer
-------------------------------------------------------------
FairPoint Communications named Kathleen McLean, a
telecommunications industry veteran with extensive experience in
using process excellence and information technology to achieve
business objectives, as chief information officer.

With over 27 years of information technology experience and
16 years in telecommunications, McLean is a seasoned professional.
She most recently served as senior vice president of customer
service in Verizon Partner Solutions, where she led a global team
of 9,000 employees responsible for ordering, provisioning and
maintaining voice, data and IP-based technologies for business and
wholesale customers.  She joined Verizon's IT organization in 1998
as vice president of architecture and technology where she led the
development of Verizon's early Internet applications and highly
automated wholesale processes and systems.

During her tenure at Verizon, she held positions of increasing
responsibility leading, managing and implementing information
technology solutions to improve service and efficiency in
partnership with the network, operations and regulatory teams.
Before joining Verizon, McLean was a vice president in the
telecommunications industry group at American Management Systems,
Inc.  She began her career as a financial systems analyst with the
Board of Governors of the Federal Reserve System in Washington.

"Her expertise will be instrumental in helping FairPoint
accelerate the systems and process improvements we already have
underway.  And, as the organization matures, she will establish a
strategy for effectively responding to the IT needs of the
company," says David L. Hauser, Chairman and CEO of FairPoint.
McLean holds a Bachelor of Science in Foreign Service degree in
international economics from Georgetown University in Washington.
She will be based in Charlotte, N.C.

                  About FairPoint Communications

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

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

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

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


FEDERAL-MOGUL: Jose Alapont to Stay as CEO Through March 2013
-------------------------------------------------------------
Federal-Mogul disclosed that Jose Maria Alapont has agreed to
remain as president and CEO through March 2013, and will continue
as a member of the board of directors.

Mr. Alapont joined Federal-Mogul in 2005 and is credited, in
conjunction with Carl Icahn, with guiding the company to exit from
difficult bankruptcy proceedings in the United States and United
Kingdom.  Under his leadership the company has implemented its
strategy of sustainable global profitable growth, restructured its
global manufacturing and engineering network to better serve its
diverse customer base and continued to invest in differentiating
technologies to enhance fuel economy, reduce emissions and improve
vehicle safety.  Federal-Mogul has become a leading, world-class,
diversified, global company based on technology, innovation and
competitive cost.

"I am pleased to stay with the company to continue to develop our
strategy of sustainable global profitable growth and look forward
to working with our Chairman Carl Icahn and the rest of the board
of directors, the management team and all the men and women of
Federal-Mogul to keep satisfying our customers and shareholders,"
said Alapont.

Carl Icahn stated that he is delighted that Jose Maria Alapont has
agreed to remain with the Company for another three years.  Mr.
Icahn further stated that he is "looking forward to continuing to
work with Jose Maria."

Mr. Alapont joined the company as president, CEO and a member of
the board of directors in March 2005.  He served as chairman of
the board of directors from 2005 to 2007.  He has more than 35
years of global leadership experience in both vehicle
manufacturers and suppliers with business and operations
responsibilities in the Americas, Asia Pacific, Europe, Middle
East and Africa regions.  Mr. Alapont, between 2003 and 2005 was
chief executive officer and a member of the board of directors of
IVECO, the commercial vehicle company of the Fiat Group.  He
served in various key executive positions at Delphi Corporation, a
global automotive supplier from 1997 to 2003.  He began at Delphi
as executive director of international operations.  In 1999, Mr.
Alapont was named president of Delphi Europe, Middle East and
Africa and a vice president of Delphi Corporation and also became
a member of the Delphi Strategy Board, the company's top policy-
making group.  In 2003, Mr. Alapont was named president of
Delphi's international operations, and vice president of sales and
marketing.  Mr. Alapont, from 1990 to 1997, served in several
executive roles and was a member of the Strategy Board at Valeo, a
global automotive supplier.  He started at Valeo as managing
director of engine cooling systems, Spain.  In 1991, Mr. Alapont
was named executive director of Valeo's worldwide heavy-duty
engine cooling operations.  He became group vice president in
1992, of Valeo's worldwide clutch and transmission components
division. He was named group vice president of the company's
worldwide lighting systems division in 1996.  Mr. Alapont began
and developed his automotive career from 1974 to 1989 at Ford
Motor Company, and over the course of 15 years, starting at Ford
of Spain, progressed through different management and executive
positions in quality, testing and validation, manufacturing and
purchasing positions at Ford of Europe.  A native of Spain, Mr.
Alapont earned degrees in industrial engineering from the
Technical School of Valencia in Spain and in philology from the
University of Valencia in Spain.

                         About Federal-Mogul

Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a
global supplier of powertrain and safety technologies, serving the
world's foremost original equipment manufacturers of automotive,
light commercial, heavy-duty, agricultural, marine, rail, off-road
and industrial vehicles, as well as the worldwide aftermarket.
The company's leading technology and innovation, lean
manufacturing expertise, as well as marketing and distribution
deliver world-class products, brands and services with quality
excellence at a competitive cost.  Federal-Mogul is focused on its
sustainable global profitable growth strategy, creating value and
satisfaction for its customers, shareholders and employees.
Federal-Mogul was founded in Detroit in 1899.  The company is
headquartered in Southfield, Michigan, and employs nearly 39,000
people in 36 countries.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represented the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford.  Peter D. Wolfson,
Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis,
Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The
Bayard Firm represented the Official Committee of Unsecured
Creditors.

The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy
Court on November 8, 2007, and affirmed by the District Court on
November 14, 2007.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.  (Federal-Mogul Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FIRST REGIONAL BANCORP: Delisted at Nasdaq Effective March 8
------------------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock of First Regional Bancorp, effective at
the opening of the trading session on March 8, 2010.  Based on a
review of the information provided by the Company, Nasdaq Staff
determined that the Company no longer qualified for listing on the
Exchange pursuant to Listing Rules 5101 and 5450(b)(1)(A).  The
Company was notified of the Staff's determination on February 1,
2010.  The Company did not appeal the Staff determination to the
Hearings Panel, and the Staff determination to delist the Company
became final on February 10, 2010.

First Regional Bancorp (NASDAQ-GSM: FRGB) is a bank holding
company headquartered in Century City, California.  Its
subsidiary, First Regional Bank, specializes in providing
businesses and professionals with the management expertise of a
major bank and the personalized service of an independent.


FITNESS HOLDINGS: April 6 Hearing on Dismissal or Conversion Set
----------------------------------------------------------------
The Hon. Barry Russell of the U.S. Bankruptcy Court for the
Central District of California will consider at a hearing on
April 6, 2010, at 2:00 p.m., the dismissal or conversion of the
Fitness Holdings International, Inc.'s Chapter 11 case.  The
hearing will be held at Courtroom 1668, 255 E Temple St., Los
Angeles, California.

The U.S. Trustee for Region 16 sought for the dismissal or
conversion of the Debtor's case to one under Chapter 7, because
the Debtor failed to comply with the reporting requirements of the
Office of the U.S. Trustee

Long Beach, California-based Fitness Holdings International, Inc.,
sells treadmills, cross-trainers, and exercise bikes for home use.
The Company does business as Busy Body Home Fitness, OMNI Fitness
Equipment and LA Gym Equipment.

The Company filed for Chapter 11 protection on Oct. 20, 2008
(Bankr. C. D. Calif. Case No. 08-27527).  David S. Kupetz, Esq.,
at SulmeyerKupetz, A Professional Corporation, represents the
Company in its restructuring effort.  The Company estimated assets
and debts of $10 million to $50 million in its bankruptcy
petition.


FORD MOTOR: Annual Shareholders' Meeting on May 13
--------------------------------------------------
Ford Motor Company will hold its annual meeting of shareholders at
8:30 a.m., Eastern Time, on May 13, 2010.  The Annual Meeting will
be held at Hotel du Pont, 11th and Market Streets, in Wilmington,
Delaware.

These Proposals will be presented to the Shareholders for
approval:

     1. The election of directors.

     2. The ratification of the selection of
        PricewaterhouseCoopers LLP as Ford's independent
        registered public accounting firm for 2010.

     3. Approval of Tax Benefit Preservation Plan.

     4. A shareholder proposal related to disclosing any prior
        governmental affiliation of directors, officers, and
        consultants.

     5. A shareholder proposal related to consideration of a
        recapitalization plan to provide that all of the Company's
        outstanding stock have one vote per share.

     6. A shareholder proposal requesting the Company to issue a
        report disclosing policies and procedures related to
        political contributions.

     7. A shareholder proposal requesting the Board to adopt a
        policy that provides shareholders the opportunity to cast
        an advisory vote to ratify the compensation of the Named
        Executives.

     8. A shareholder proposal requesting that the Company not
        fund any energy savings projects that are solely concerned
        with CO2 reduction.

Shareholders of record at the close of business on March 17, 2010,
are entitled to vote on the proposals.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?5b8d

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The Company provides financial
services through Ford Motor Credit Company.

At Sept. 30, 2009, the Company had US$203.106 billion in total
assets against US$210.376 billion in total liabilities.

On March 4, 2009, Ford deferred future interest payments on its
6.50% Junior Subordinated Convertible Debentures due January 15,
2032, beginning with the April 15, 2009 quarterly interest
payment.

As reported by the Troubled Company Reporter on March 18, 2010,
Moody's Investors Service raised Ford's Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) to B2 from B3,
secured credit facility to Ba2 from Ba3, senior unsecured debt to
B3 from Caa1, trust preferred to Caa1 from Caa2, and Speculative
Grade Liquidity rating to SGL-2 from SGL-3. Also raised is Ford
Credit's senior debt rating to B1 from B2.

On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford
Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'.  Ford
Motor Co. carries a long-term issuer default rating of 'CCC', with
a positive outlook, from Fitch Ratings.


FORD MOTOR: CEO Mulally Received $17.9 Million Pay for 2009
-----------------------------------------------------------
Alan Mulally, Ford Motor Co. president and chief executive
officer, received $17,916,654 in total compensation for 2009 from
$16,975,228 for 2008 and $22,120,695 for 2007.  Mr. Mulally's 2009
pay includes $1,400,003 in salary, $10,974,782 in stock awards and
$5,050,000 in option awards.  Mr. Mulally also received $127,699
for personal use of private aircraft, $43,447 for security, and
$94,623 for temporary housing.

Mr. Mulally did not receive any bonus in 2009 and 2008.  He was
paid $4,006,154 in bonuses in 2007.

L. W. K. Booth, Ford's Executive Vice President and Chief
Financial Officer, received $3,826,187 in 2009 pay, which includes
$1,200,000 in salary, $345,493 in stock awards, and $760,000 in
option awards.  Mr. Booth received $5,454,400 in total pay in 2008
and $10,073,494 in 2007.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The company provides financial
services through Ford Motor Credit Company.

At Sept. 30, 2009, the Company had US$203.106 billion in total
assets against US$210.376 billion in total liabilities.

On March 4, 2009, Ford deferred future interest payments on its
6.50% Junior Subordinated Convertible Debentures due January 15,
2032, beginning with the April 15, 2009 quarterly interest
payment.

As reported by the Troubled Company Reporter on March 18, 2010,
Moody's Investors Service raised Ford's Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) to B2 from B3,
secured credit facility to Ba2 from Ba3, senior unsecured debt to
B3 from Caa1, trust preferred to Caa1 from Caa2, and Speculative
Grade Liquidity rating to SGL-2 from SGL-3. Also raised is Ford
Credit's senior debt rating to B1 from B2.

On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford
Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'.  Ford
Motor Co. carries a long-term issuer default rating of 'CCC', with
a positive outlook, from Fitch Ratings.


FRANCISCAN COMMUNITIES: Asks for Court Okay to Sell Assets
----------------------------------------------------------
Franciscan Communities Villa De San Antonio has asked for
authorization from the U.S. Bankruptcy Court for the Western
District of Texas to sell substantially all of its assets, free
and clear of liens, claims, interests and encumbrances, to North
Hollow SA Retirement Campus, LLC, for $14,610,282, or to another
party with a higher and better offer.

The Debtor entered into an asset purchase agreement with North
Hollow in February 2010.  North Hollow has deposited $730,500 as
part of the purchase price.  Pursuant to the APA, North Hollow
will buy the assets absent higher and better bids.

If the Debtor chooses another bidder instead of North Hollow, the
Debtor will (a) pay North Hollow a topping fee equal to the lesser
of  (i) 3% of the aggregate Purchase Price and (ii) the maximum
amount authorized by the Court in any order authorizing the
overbid auction, and (b) reimburse the Buyer for its actual,
documented out-of-pocket expenses, including due diligence
expenses, environmental studies and reasonable attorneys' fees, in
an amount not to exceed $100,000.

Competing offers in the overbid auction from a third party must be
$100,000 higher than the Purchase Price herein plus the Break-Up
Fee, with any successive offers being made in additional
increments of at least $100,000 of the next highest offer
received.

The Debtor asked that the Court approve the sale by April 9, 2010.

The Court has set an April 5, 2010, 2:00 p.m. hearing to consider
approval of the proposed sale procedures.

The Debtor is being assisted by investment banker Cain Brothers &
Company, LLC, for the sale of its assets.

                   About Franciscan Communities

San Antonio, Texas-based Franciscan Communities Villa De San
Antonio filed for Chapter 11 bankruptcy protection February 26,
2010 (Bankr. W.D. Texas Case No. 10-50712).  Ronald Hornberger,
Esq., at Plunkett & Gibson, Inc., assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


FUNDAMENTAL PROVISIONS: Court Sets April 7 as Claims Bar Date
-------------------------------------------------------------
The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the
Middle District of Louisiana has established April 7, 2010, at
4:30 p.m., Central Daylight Time, as the deadline for any
individual or entity to file proofs of claim against Fundamental
Provisions, L.L.C., et al.

The Court also set June 7, 2010, at 4:30 p.m., CST, as the
governmental bar date.

Gonzales, Louisiana-based Fundamental Provisions, LLC -- fdba
Pollo, Inc., et al. -- filed for Chapter 11 bankruptcy protection
on December 8, 2009 (Bankr. M.D. La. Case No. 09-11897).
Fundamental Provision's affiliates -- Pollo, Inc., and Thaxco,
Inc. -- also filed Chapter 11 bankruptcy petitions.  Barry W.
Miller, Esq., at Heller, Draper, Hayden, Patrick & Horn, assists
the Debtors in their restructuring efforts.  Fundamental
Provisions listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


GENERAL GROWTH: Glenn Rufrano Steps Down from Board of Directors
----------------------------------------------------------------
General Growth Properties, Inc., resigned from the company's Board
of Directors.  Mr. Rufrano was recently appointed president and
chief executive officer of Cushman & Wakefield Inc., which is a
provider of appraisal services to GGP in conjunction with its
ongoing financial restructuring.  The Board therefore jointly
agreed with Mr. Rufrano that he should step down from his Board
seat in order to allow GGP to maintain its relationship with
Cushman & Wakefield consistent with bankruptcy code requirements.

"We can't thank Glenn enough for the expertise, experience and
tremendous insight he has brought to our Board of Directors as we
continue our efforts to emerge GGP expeditiously from Chapter 11
in a manner that provides a good result for all our stakeholders,"
said Adam Metz, chief executive officer of GGP.  "Personally, and
also on behalf of the Board, I want to thank Glenn for his service
and dedication to GGP and we wish him the best of luck in his new
position with Cushman & Wakefield."

Mr. Rufrano was appointed to GGP's Board of Directors in 2009. GGP
is in the process of searching for a new director to replace the
departing Mr. Rufrano.

                    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: Spyker Wins $1.2MM tax Credit for Michigan HQ
-------------------------------------------------------------
The Michigan Economic Growth Authority granted Spyker Cars N.V.
$1.2 million worth of tax credits on March 16, 2010, allowing the
company to locate its Saab Cars North America headquarters in
Detroit suburb.  Spyker had asked for the financial support in
exchange for moving Saab's headquarters to Royal Oak, reported The
Wall Street Journal.

According to Saab Chief Operating Officer Mike Colleran, the
Company plans to move employees from Saab's current offices in
downtown Detroit into the new site by the end of March 2010.
Spyker also plans to initially employ about 60 people, with an
average weekly wage of $1,693, the Journal reported.

Saab and Spyker will act as one company with Saab headquartered in
the U.S. and Spyker retaining its current home in Zeewolde, the
Netherlands, the report added.

Spyker finalized on February 23, 2010, the deal with General
Motors Company to purchase Saab.  Going forward, Saab Automobile
and Spyker Cars will operate as sister companies under the
umbrella of the Amsterdam Euronext-listed parent company Spyker
Cars N.V.

                       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: U.K. Government Offers EUR300 Mil. in Opel Aid
--------------------------------------------------------------
The U.K. government pledged a EUR300 million loan guarantee to
help secure General Motors Co.'s Opel/Vauxhall's operations in
Britain and the rest of Europe, Opel said an official statement
dated March 12, 2010.

"The company has been in discussion with the British Government
for many months and this very positive conclusion is an important
step towards implementing Opel/Vauxhall's pan-European viability
plan.  Discussions with governments in other European countries
continue, and the company is hopeful to make similar progress,"
said Stefan Weinmann, director for Opel Global Corporate and
Internal Communications and Ulrich Weber, manager for Opel
Corporate Communications.

Concurrently, local management and unions in Spain also reached an
agreement to implement the planned restructuring measures at the
manufacturing plant in Zaragoza.  The agreement, which still needs
to be ratified, calls for a socially responsible reduction of 900
jobs in Spain, the statement added.

"Today marks an important step for the future of Opel/Vauxhall,"
said Nick Reilly, Opel/Vauxhall CEO.  "This shows significant
progress in our efforts to secure loan guarantees from European
governments and to get support from our employee representatives.
We very much appreciate the support of Lord Mandelson and the
British Government which is a vote of confidence in our company.
I'm also grateful for the Spanish government's role in moderating
the discussions between management and unions resulting in the
important agreement reached early this morning," Mr. Reilly added.

"We need Vauxhall to thrive as part of Britain's automotive
manufacturing base and following our negotiations with GM Europe I
am confident it will do so," U.K. Business Secretary Peter
Mandelson said in a separate statement to The Wall Street Journal.

The developments followed GM's decision to increase funding for
its Adam Opel GmbH unit to EUR1.9 billion or US$2.58 billion as
part of the Company's restructuring plan to revitalize its
European operations.  GM also said it will reduce its request for
German state aid to less than EUR2 billion.

Meanwhile, the German government is still examining GM's aid
request for its German unit, Economics Minister Rainer Bruederle
said on March 10, 2010, according to the Journal.

               Russian Reorganization Sparks Fears

Reuters reported on March 12, 2010, that Opel workers demanded
that the European brand will not be disadvantaged at the expense
of sister brand Chevrolet, after GM transferred responsibility for
Russia to GM International Operations (GM IO), which is based in
Shanghai.

GM IO is considered by German unions to be a proxy for the lower
priced Korean-built Chevrolets that had earned higher margins than
Opel, the report added.

"General Motors has not given any thought about what negative
effects this decision could have on the negotiations of
Opel/Vauxhall with the European governments, since Russia plays a
decisive role as a market of the future," unions lamented in a
statement obtained by Reuters.

Opel workers will "demand a convincing plan for the Russian
business of Opel/Vauxhall be presented (that entails) no
restrictions to the market and a further expansion of the sales
activities," Opel works council members wrote, said Reuters.

                       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: Weil Gotshal Bills $5.9MM for October-January
-------------------------------------------------------------
Professionals employed or retained in General Motors Corp.'s
bankruptcy cases filed interim applications for the allowance of
fees and expenses incurred for the period from October 1, 2009
through January 31, 2010.

  Professional           Fee Period         Fees         Expenses
  --------------         -----------        ----         --------
Brownfield Partners,     10/01/09 to    $381,757          $27,480
LLC                      01/31/10

Butzel Long, a           10/01/09 to    $258,825          $12,188
professional corporation 01/31/10

FTI Consulting, Inc.     10/01/09 to  $2,066,666          $18,756
                         01/31/10

Jones Day                10/01/09 to     $10,297           $1,232
                         01/31/10

LFR Inc.                 10/01/09 to  $1,034,548         $182,730
                         01/31/10

The Claro Group          10/01/09 to    $652,010           $9,138
                         01/31/10

Weil Gotshal & Manges    10/01/09 to  $5,903,901         $398,725
LLP                      01/31/10

                       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: Terms of Cubs Sponsorship Deal Termination
----------------------------------------------------------
General Motors Corp. and WGN Television ask the Court to approve a
stipulation authorizing Old GM and its units to reject a Chicago
Cubs sponsorship agreement.  The Agreement was entered into by the
parties on March 4, 2008, and provided for Chevrolet's sponsorship
of the Chicago Cubs Major League Baseball team.

On July 5, 2009, the Court approved the 363 Sale Transaction.
After the 363 Sale Transaction, the Debtors no longer operate as
manufacturers of any GM-branded motor vehicles, nor do they
maintain any legal rights to the Chevrolet brand.

In view of these, the Parties have agreed to enter into the
Stipulation, which provides for these terms:

(1) Pursuant to Section 365 of the Bankruptcy Code, the WGN-TV
     Agreement and all related supplements thereto are deemed
     rejected by the Debtors effective as of July 5, 2009.

(2) All issues relating to the allowance, amount, priority and
     treatment of any claim, right or remedy asserted by WGN-TV
     with respect to the rejection are preserved, and the
     Debtors' defense(s) or right to object the allowance,
     amount, priority and treatment of any claim, right or
     remedy asserted by WGN-TV with respect to the rejection are
     so too preserved.

(3) WGN-TV will have until 5:00 p.m. (Eastern Time) on April 9,
     2010, to file a proof of claim for damages arising from the
     Rejection.

                       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)


GOLDSPRING INC: Board Seeks to Implement 200-1 Reverse Stock Split
------------------------------------------------------------------
The Board of Directors of GoldSpring Inc. is seeking to effect a
reverse split of the Company's Common Stock on the basis of a
ratio 200 PRE-SPLIT shares for every one POST-SPLIT share of
Common Stock.  The Board is soliciting written consents from
shareholders -- in lieu of holding a special shareholders'
meeting.

The Company's Proxy Statement were mailed to shareholders on
March 22, 2010.

The Board has fixed the close of business on March 1, 2010, as the
record date for determining shareholders entitled to notice of the
Written Consent.  As of the Record Date, there were outstanding
and entitled to vote 3,741,616,736 shares of Common Stock,
$0.000666 par value, of the Company.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?5b69

On March 5, 2010, GoldSpring filed with the Securities and
Exchange Commission an amended to its annual report on Form 10-K
for the fiscal year ended December 31, 2008.  A full-text copy of
the amended annual report is available at no charge at:

               http://ResearchArchives.com/t/s?5b6a

                           Going Concern

At September 30, 2009, the Company had total assets of $3,426,639
against total liabilities of $34,071,574, resulting in
stockholders' deficiency of $30,644,935.

The Company has year end losses from operations and had no
revenues from operations during the nine month ended September 30,
2009.  Further, the Company has inadequate working capital to
maintain or develop its operations, and is dependent upon funds
from private investors and the support of certain stockholders.

According to Goldspring, these factors raise substantial doubt
about the ability of the Company to continue as a going concern.

Management is proposing to raise any necessary additional funds
through sale of royalties, loans, additional sales of its common
stock or strategic joint venture arrangements.  There is no
assurance that the Company will be successful in raising
additional capital especially given the current general economic
conditions domestically and abroad.

                       About Goldspring Inc.

Based in Virginia City, Nevada, Goldspring, Inc., is a North
American precious metals mining company with an operating gold and
silver test mine in northern Nevada.


GRAY TELEVISION: Expects Non-Compliance with Leverage Ratio
-----------------------------------------------------------
Gray Television Inc. said its expects to report full financial
results Form 10-K for the year ended December 31, 2009, following
completion of its discussions with its lenders.  The Company filed
its preliminary operating results for the three-month period and
the year ended December 31, 2009, instead.

According to the Company, its senior credit facility requires it
to maintain compliance with various financial covenants, including
keeping its leverage ratio below certain maximum amounts.  The
continuing general economic recession, including the significant
decline in advertising by the automotive industry, has adversely
impacted its ability to generate cash from operations during 2009
and continuing into the first quarter of 2010.

Compliance with the leverage ratio covenant on and after March 31,
2010, when it reduces from 8.75 to 7.0, will depend on the
interrelationship of the company's ability to reduce outstanding
debt and the results of its operations during future periods.

Based upon its financial projections, the Company said it does not
expect to be in compliance with its leverage ratio as of March 31,
2010.  It has commenced discussions with lenders under the senior
credit facility to seek certain modifications to the terms of that
credit facility, including the leverage ratio covenant.  However,
the Company can provide no assurances that any amendment, or
waiver of such covenant provisions, would be obtained by its nor
of its terms.

If the Company is unable to obtain any required amendment or
waiver on satisfactory terms, it would be in default under the
senior credit facility and any such default could have a material
effect on its liquidity and could allow the lenders that hold a
majority of the outstanding debt under its facility to demand an
acceleration of the repayment of all outstanding amounts under its
senior credit facility.

A full-text copy of the Company's statement is available for free
at http://ResearchArchives.com/t/s?5b65

Gray Television, Inc., is a television broadcast company
headquartered in Atlanta, GA.  Gray currently operates 36
television stations serving 30 markets.  Each of the stations are
affiliated with either CBS (17 stations), NBC (10 stations), ABC
(8 stations) or FOX (1 station).  In addition, Gray currently
operates 38 digital second channels including 1 ABC, 4 Fox, 7 CW,
16 MyNetworkTV and 1 Universal Sports Network affiliates plus 8
local news/weather channels and 1 "independent" channel in certain
of its existing markets.

                           *     *     *

Moody's Investors Service indicated that despite Gray Television,
Inc.'s solid fourth quarter 2009 earnings, the company's ratings
(including its Caa1 senior secured credit facility ratings, Caa1
Corporate Family Rating and Caa2 Probability of Default Rating)
remain pressured by what Moody's deems to be highly likely the
prospect of failing to comply with existing financial maintenance
covenants for the test period ending March 31, 2010.


GUARANTY FINANCIAL: Has Until July 19 to File Reorganization Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended Guaranty Financial Group Inc., et al.'s exclusive periods
to propose and solicit acceptances of a proposed Chapter 11 plan
until July 19, 2010, and September 17, 2010, respectively.

Guaranty Financial Group Inc. -- http://www.guarantygroup.com/--
is based in Dallas, Texas.  Guaranty Financial is a unitary
savings and loan holding company. The Company's primary operating
entities are Guaranty Bank and Guaranty Insurance Services, Inc.
Guaranty Financial filed for bankruptcy after the Guaranty bank
was seized by regulators and sent to receivership under the
Federal Deposit Insurance Corporation.  Before the bank was taken
over, the balance sheet of the holding company had $15.4 billion
in assets as of Sept. 30, 2008.

Guaranty Financial together with affiliates filed for Chapter 11
on Aug. 27, 2009 (Bankr. N.D. Tex. Case No. 09-35582).  Attorneys
at Haynes & Boone, LLP, represent the Debtors.  According to the
schedules attached to its petition, the Company has assets of at
least $24,295,000, and total debts of $323,413,428, including
$305 million in trust preferred security.


HARBORWALK LP: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Harborwalk, LP, filed with the U.S. Bankruptcy Court for the
Southern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $41,569,034
  B. Personal Property           $28,614,130
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $26,993,507
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $573,846
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $983,672
                                 -----------      -----------
        TOTAL                    $70,083,164      $28,551,025

Hitchcock, Texas-based Harborwalk LP is the developer of a 380-lot
master planned community on West Galveston Bay in Texas.  The
project was begun in 2002, and 275 lots were sold.  The property
was damaged by Hurricane Ike in September 2008.  The project
includes a yacht club and a 150-slip marina.

The Company and its affiliates filed for Chapter 11 on January 30,
2010, (Bankr. S.D. Tex. Lead Case No. 10-80043.)  Marcy E. Kurtz,
Esq. at Bracewell & Giuliani LLP assists the Debtors in their
restructuring efforts.  In their petition, the Debtors listed
assets and debts both ranging from $10,000,001 to $50,000,000.


HARBORWALK LP: U.S. Trustee Unable to Form Creditors Committee
--------------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 7, notified the U.S.
Bankruptcy Court for the Southern District of Texas that he was
unable to appoint an official committee of unsecured creditors  in
the Chapter 11 cases of Harborwalk, LP, et al.

The U.S. Trustee related that there were insufficient indications
of willingness from the unsecured creditors to serve in the
committee.

Hitchcock, Texas-based Harborwalk LP is the developer of a 380-lot
master planned community on West Galveston Bay in Texas.  The
project was begun in 2002, and 275 lots were sold.  The property
was damaged by Hurricane Ike in September 2008.  The project
includes a yacht club and a 150-slip marina.

The Company and its affiliates filed for Chapter 11 on January 30,
2010, (Bankr. S.D. Tex. Lead Case No. 10-80043.)  Marcy E. Kurtz,
Esq. at Bracewell & Giuliani LLP assists the Debtors in their
restructuring efforts.  In their petition, the Debtors listed
assets and debts both ranging from $10,000,001 to $50,000,000.


HENRY DUNAY: Gets $210,000 for IP Assets Sold to Sandawana
----------------------------------------------------------
International Diamond Exchange reports that Sandawana Holdings
paid $210,000 for Henry Dunay Designs Inc.'s intellectual property
including Henry Dunay's name, Web site, models, molds and tools.

According to the report, the remaining of Henry Dunay's inventory
was sold in December 2009 for $3.5 million for high-end designer's
inventory worth $50 million.

Henry Dunay Designs, Inc., is based in New York.  The Company
filed for Chapter 11 bankruptcy protection on June 22, 2009
(Bankr. S.D. N.Y. Case No. 09-13969).  Jay L. Silverberg, Esq., at
Sills Cummis & Gross assisted the Company in its restructuring
efforts.  The Company listed $1,000,001 to $10,000,000 in assets
and $1,000,001 to $10,000,000 in debts.


HENRY S. MILLER: Files Ch. 11 Plan; Conversion Hearing April 13
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Henry S. Miller
Commercial LLC, part of the Henry S. Miller Cos. family of real-
estate brokerages in Texas, filed a proposed Chapter 11 plan in
the face of a motion for conversion of the case to liquidation in
Chapter 7.  The conversion motion is set for a hearing on
April 13.

According to the Bloomberg report, the disclosure statement says
the remaining assets are about $5 million.  The primary claim is a
$9 million judgment owing to a real-estate owner who filed the
involuntary petition in July resulting in the Chapter 11 case.
Other claims are $330,000 owing to brokers, plus $600,000 in
general unsecured claims.

                       About Henry S. Miller

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Tex. Case No. 09-34422) against Henry S. Miller Commercial,
LLC, on July 7, 2009, and the alleged debtor moved to dismiss the
involuntary petition.  The Company later filed for Chapter 11.

The involuntary petition was filed by a real estate owner who
obtained an $8.9 million judgment against Miller Commercial in
December 2008 related to an aborted transaction.  The insurance
company denied coverage.  Miller contends it was a victim of fraud
perpetrated by the erstwhile purchaser who falsely claimed to be
the beneficiary of a $300 million trust fund.

The Dallas-based Henry S. Miller companies say they are the
largest independent real estate services firm in Texas.


HOTEL EQUITY FUND V: 3 Creditors File Involuntary Ch. 11 Petition
-----------------------------------------------------------------
Three creditors filed an involuntary Chapter 11 petition on March
19 in Delaware against Hotel Equity Fund V LLC (Bankr. D. Del.
Case No. 10-10951).

Hotel Equity's principal asset is the Four Seasons Resort Nevis,
West Indies.  The resort's Web site says the hotel was damaged by
Hurricane Omar in 2008 and is closed, Bloomberg News reported.

The three petitioning creditors have claims just above $300,000.
The largest of the three is $275,000 owing to Capstead Mortgage
Corp., for an unsecured loan.


HOTEL EQUITY FUND V: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Hotel Equity Fund V, LLC
                  dba Four Seasons Resort, Nevis
                Registered Office
                c/o Corporation Service Company
                1013 Centre Road
                Wilmington, DE 19805

Case Number: 10-10951

Type of Business: Hotel Equity's principal asset is the Four
                  Seasons Resort Nevis, West Indies.

Involuntary Chapter 11 Petition Date: March 19, 2010

Court: District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Hotel Equity Fund V, LLC and debtor-affiliates' petitioners:

  Petitioners               Nature of Claim      Claim Amount
  -----------               ---------------      ------------
Capstead Mortgage Corp.     Unsecured loan       $275,000
c/o Anthony R. Page
8401 N. Central Expy
Ste 800
Dallas, TX 75225

Berglund Architects, LLC    Trade Payable        Architectural
Attention: Hans N. Berglund (for unpaid          Fees=$13,894
P.O. Box 2378               architectural        Plus interest=
Edwards, CO 81632           services plus        $3,477
970-926-4301                1.5% interest per    Total Claim=
                            month on past due    $17,370
                            amounts per contract.
                            Began calculating
                            interest as of 12-7-06)

Island Water World         Trade Debt            $9,979
Cole Bay
St, Maarten
Netherlands Antilles


ICAHN ENTERPRISES: Amends Tender Offer for Shares of Lions Gate
---------------------------------------------------------------
Carl C. Icahn disclosed that the offer by certain of his
affiliated entities to purchase up to 13,164,420 common shares of
Lions Gate Entertainment Corp. has been amended to provide that
the Icahn Group is now offering to purchase UP TO ALL of Lions
Gate's outstanding common shares.  In addition, the expiration
date of the Offer has been extended to April 30, 2010.

The amended Offer is conditioned on, among other things, there
having been validly tendered and not withdrawn a number of Lions
Gate common shares which, together with the common shares already
owned by the Icahn Group, would constitute at least 50.1% of Lions
Gate's common shares (taking into consideration options and
restricted stock).  The Icahn Group has the right to waive this
condition and any other condition, subject to applicable law. In
addition, the amended Offer is conditioned on: (i) all rights
issued or issuable under the poison pill adopted by Lions Gate's
board of directors on March 11, 2010 having been cease-traded,
found to be illegal or unenforceable, redeemed by the board, or
otherwise eliminated; and (ii) the receipt by the Icahn Group of
all government or regulatory approvals necessary to complete the
amended Offer (including Investment Canada Act approval) on terms
and conditions satisfactory to the Icahn Group in its reasonable
judgment.

The Icahn Group has determined not to increase the previously
announced Offer price of $6.00 per share in cash.  The Offer price
is $1.15 higher than the $4.85 closing price of the common shares
on February 4, 2010 (the last trading day prior to the first date
in 2010 that the Icahn Group resumed purchasing Lions Gate common
shares), representing a premium of more than 23%.  The amended
Offer will not be subject to financing.

Mr. Icahn also announced that the Icahn Group intends to pursue
legal proceedings to set aside the poison pill adopted by Lions
Gate, which restricts the rights of Lions Gate shareholders to
accept the Offer.  The adoption of the poison pill represented a
failure of certain conditions to the Offer.  The Icahn Group
waived the breached conditions in this particular instance so as
to proceed with the amended Offer.

Mr. Icahn stated:

"Due to management's recent actions, I am now convinced that Lions
Gate shareholders will never have the right to make important
decisions.  I am dismayed that Lions Gate's board of directors
chose to implement a poison pill and thus deny their shareholders
the opportunity to participate in our Offer.  I believe these
tactics serve only to strip shareholders of an opportunity and
entrench management. Lions Gate previously criticized our tender
offer for being partial.  That is no longer the case.

I believe that Lions Gate's management should not further leverage
up the company to purchase a film library without allowing
shareholders the opportunity to decide whether increasing exposure
to this segment is wise.  I believe library values are currently
declining due to, in part, weak DVD sales.  Lions Gate already has
a major investment in a library -- its own.  It should be up to
the shareholders to determine if they wish to more than "double
down" on another library, especially in light of the company's
admitted "substantial degree of leverage".(1)  Lions Gate's latest
actions convince me that the current management and board will
never allow shareholders to make their own determination on this
extremely important decision.

We therefore intend, if our offer is successful, to replace Lions
Gate's board of directors with our nominees, several of whom would
be Canadian citizens.  I believe that the best course for Lions
Gate is to pursue a strategy aimed more at the consolidation of
film and television distributors, as opposed to the acquisition of
library assets.  Once in place, we are hopeful that our nominees
would guide Lions Gate in that strategic direction.  I also
believe that it may be desirable to replace top management with
several individuals who more closely share our vision for the
future of the company.  In addition, we expect to propose that the
new board form a committee to oversee the retention of a third
party consultant tasked with dramatically reducing Lions Gate's
overhead.

I understand that such a dramatic shift in management and growth
strategy may thrust Lions Gate into a potentially volatile period
of transition, but I believe the company will emerge much stronger
on the other end."

The Icahn Group looks forward to working productively with the
Canadian authorities to obtain approval for the amended Offer.  To
that end, the Icahn Group intends to discuss with the Minister of
Canadian Heritage various commitments it would be prepared to make
in order to ensure that any acquisition of control of Lions Gate
as a result of the amended Offer would be of net benefit to
Canada, which may include the divestiture of Lions Gate's shares
of Maple Pictures Corp. ("Maple") to one or more Canadians such
that the film distribution business currently carried on by Maple
in Canada will be operated independently from Lions Gate (as was
similarly undertaken by Lions Gate in 2005).  Lions Gate disclosed
in SEC filings made prior to the Offer that: (i) there is a risk
that the Minister of Canadian Heritage could determine that Lions
Gate is out of compliance with the Investment Canada Act, or that
events beyond Lions Gate's control could result in its ceasing to
be Canadian-controlled pursuant to the Investment Canada Act; (ii)
if Lions Gate ceases to be Canadian-controlled under the
Investment Canada Act, it and Maple may no longer qualify for or
be entitled to access refundable tax credits and other Canadian
government and private motion picture industry incentives that are
restricted to Canadian-controlled corporations; and (iii) such a
change in status could also cause Lions Gate to be required to
repay certain tax credits and other government incentives
previously received and default on certain distribution
obligations, thereby adversely affecting its financial results.
The Icahn Group believes that these risks could be substantially
reduced or eliminated through the agreements it will seek to reach
with the Minister of Canadian Heritage in connection with any
acquisition of control of Lions Gate as a result of the amended
Offer.  In addition, if the amended Offer is successful, the Icahn
Group intends to cause Lions Gate to remain a Canadian
incorporated entity for a period of not less than five years.

Lions Gate stated in its Schedule 14D-9 filed with the SEC on
March 12, 2010, that the Offer could result in the acceleration of
approximately $516 million of its indebtedness if lenders were to
elect to declare events of default relating to certain "change in
control" provisions contained in its debt documents.  If such
acceleration occurs (which will not be a condition allowing the
Icahn Group to withdraw the amended Offer), the Icahn Group
believes that Lions Gate should seek a replacement source of
funding in order to continue to operate its business in the
ordinary course.  The Icahn Group is prepared to begin discussions
with Lions Gate immediately regarding a bridge facility that the
Icahn Group would be willing to provide - without a commitment fee
-- at the expiration of the amended Offer, should these "change of
control" provisions be triggered as a result of the Icahn Group's
purchase of Lions Gate shares in the amended Offer.  The Icahn
Group expects that such bridge facility would be required to be
repaid through a combination of new debt and the proceeds of the
sale of Lions Gate equity through a rights offering in which all
Lions Gate shareholders would be invited to participate, thus de-
levering the company.  The Icahn Group would be willing to
backstop any such rights offering.

The terms and conditions of the amended Offer are set forth in the
Offer to Purchase dated March 1, 2010, as amended by the Notice of
Variation and Extension dated March 19, 2010, to be distributed to
holders of Lions Gate's common shares and filed with the SEC as
exhibits to the Icahn Group's amended Schedule TO and with the
Canadian securities authorities on SEDAR.

                        About Ichan

Icahn Enterprises L.P., a master limited partnership, is a
diversified holding company engaged in five primary business
segments: Investment Management, Automotive, Metals, Real Estate
and Home Fashion.

In January 2010, Moody's Investors Service affirmed the Ba3
Corporate Family Rating of Icahn Enterprises L.P. and assigned Ba3
ratings to $2 billion of new senior unsecured notes being issued
by the company.  The new debt is being offered in two tranches due
in 2016 and 2018.  The outlook on the ratings remains negative.


INFOR GLOBAL: Moody's Affirms 'B3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed Infor Global Solutions Holdings
Ltd.'s ratings, including its B3 corporate family rating and
assigned B1 ratings to the proposed maturity extended term loan.
Infor is in the process of amending and extending all or a portion
of its senior secured first lien term loans.  If successful, the
amendment will extend the maturity of approving lenders from July
2012 to December 2013 and if certain conditions are met, until
July 2015 but at cost of increased interest rates on the amended
debt.  While pushing out the maturity allows the company more time
to address their high leverage levels prior to the debt coming
due, it increases cash interest expenses by up to $50 million per
year at a time when cash flow is tight.  The ratings outlook
remains negative.

The B3 rating and negative outlook continues to be driven by the
very high leverage at Infor (approximately 9x including Moody's
standard adjustments as of November, 30, 2009) and modest interest
coverage.  While the company has made significant strides in
integrating its numerous acquisitions, the economic downturn has
adversely impacted new license sales and EBITDA, and as a result,
the company has not de-levered since the large slate of
acquisitions in 2006 and 2007.  The high leverage overshadows the
company's leading position in the global mid market ERP software
industry, favorable renewal rates and stable maintenance revenue
base.  While Moody's expect performance will likely benefit as the
economy recovers, high interest costs leave minimal cash flow to
pay down debt.

The increased interest expense should be offset somewhat by
recently rolled off high cost interest rate hedges provided rates
remain low.  Also EBITDA and free cash flow should benefit from
managements disciplined cost actions taken during the downturn if
revenues improve as expected over the next twelve months.  The
outlook could be returned to stable if the company demonstrates
sustainable improvements in free cash flow generation.

These ratings were affirmed:

* Corporate family rating, B3
* Probability of default, B3
* Senior Secured Revolving Credit Facility due 2012, B1, LGD2, 27%
* Senior Secured First Lien due 2012, to B1, LGD2, 27%
* Senior Secured Second Lien rated Caa2, LGD5, 79%

These ratings were assigned:

* Amended and Extended Senior Secured First Lien due 2015, to B1,
  LGD2, 27%

The ratings outlook is negative.

The most recent rating action was August 31, 2009, when Moody's
revised Infor's ratings outlook to negative.

Infor Global Solutions Holdings Ltd., headquartered in Alpharetta,
Georgia and a Cayman Islands exempted company, is a global
provider of financial and enterprise applications software with
$1.8 billion of revenues for the twelve month period ended
November 30, 2009.


INFOR GLOBAL: S&P Affirms Corporate Credit Rating at 'B-'
---------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its ratings,
including the 'B-' corporate credit rating, on Alpharetta, Ga.-
based Infor Global Solutions Holdings Ltd.  S&P also affirmed the
'B+' issue-level ratings on Infor's first-lien credit term loans
and kept the '1' recovery rating on the loans, indicating
expectations for very high (90%-100%) recovery of principal in the
event of default.  The outlook is stable.

"The affirmation incorporates S&P's view that the company's
proposed amendment of its first-lien term loans, which would,
among other things, extend the maturity on a portion of the loans
by three years until July 2015, does not materially change Infor's
business or financial risk profiles," explained Standard & Poor's
credit analyst Susan Madison.


JAMES KNOBLACH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: James W. Knoblach
                 aka James Knoblack
               Lizababbette Barbosa-Knoblach
                 aka Lizababbette Barbosa
                 aka Liza Barbosa
                 aka Liza Mora
               PO Box 2781
               Seal Beach, CA 90740

Bankruptcy Case No.: 10-13514

Chapter 11 Petition Date: March 21, 2010

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtors' Counsel: Alan L. Armstrong, Esq.
                  18652 Florida St., #225
                  Huntington Beach, CA 92648-6006
                  Tel: (714) 375-1147
                  Email: alan@alanarmstrong.com

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

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

According to the schedules, the Company has assets of $1,846,125
and total debts of $2,316,321.

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

            http://bankrupt.com/misc/cacb10-13514.pdf

The petition was signed by the Joint Debtors.


JAYEL CORP: Wants to Use Cash Collateral to Pay Bank of Rogers
--------------------------------------------------------------
Jayel Corp. has asked for authorization from the U.S. Bankruptcy
Court for the Western District of Arkansas to use the cash
collateral securing their obligation to their prepetition lenders.

Don Brady, Jr., Esq., at Blair And Brady, the attorney for the
Debtor, explains that the Debtor needs the money to pay interest
only payments to the Bank of Rogers and/or its successor in
interest First National Bank of Fort Smith.  The Debtor believes
this amount is approximately $39,000 per month.

The Debtor wants to pay James H. Lemmon $4,000 per month as the
manager of the investment properties.


The Debtor will also use the additional $16,000-$23,000 as needed
for utilities, insurance and general upkeep of the Debtor's
properties.  Any money not used will accumulate in a debtor-in-
possession operational account and distributed as directed by a
confirmed plan.

The Debtor proposes to account monthly for the collection and
expenditure of the cash collateral via a monthly operating report.

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


LEAR CORPORATION: Moody's Raises Corporate Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service raised the Corporate Family and
Probability of Default Ratings for Lear Corporation to B1 from B2.
In a related action the ratings of the senior secured first lien
term loan and senior secured second lien term loan, were raised to
Ba1 and Ba2, from Ba2 and Ba3, respectively.  The Speculative
Grade Liquidity rating was raised to SGL-2 from SGL-3.  The rating
outlook was changed to positive.

The raised Corporate Family Rating to B1 reflects Lear's stronger
than expected operating performance in 2009 following the
company's emergence from Chapter 11 in November.  This performance
resulted largely from higher than anticipated volumes in the
second half of 2009 and the impact of restructuring actions taken
earlier in the year.  Lear's gross margins improved to
approximately 6% for the fourth quarter of 2009 compared to about
2.4% in the prior year's fourth quarter.  Moody's expects this
improvement to further benefit performance in 2010 above the level
assumed upon the company's emergence from Chapter 11 in November.
Moody's continues to project automotive production in the U.S. to
strengthen, benefiting from a 15% improvement in retail unit sales
of automobiles and the positive impact of replenishing inventory
levels depleted in 2009.  Automobile production in Europe, as
earlier assumed, is still expected to decline slightly for the
full year 2010, resulting from the pull-ahead affect of government
sponsored scrappage programs in 2009.  Lear's improved operating
structure and good liquidity profile positions the company to take
advantage of the significant global unit expansion expected in
2011 (Moody's projects an 11% increase compared to 2% in 2010),
which should lead to a much stronger bottom line and cash flow
generation in the year.

The Corporate Family Rating benefits from the much reduced debt
burden with the elimination of about $3 billion of funded debt
upon emergence from Chapter 11, leaving the company with a much
stronger and flexible capital structure.  Lear will continue to be
faced with the challenges of high customer concentrations to the
Detroit-3 (GM 19% of 2009 net sales, Ford, 17%), and approximately
47% of 2009 net sales to Europe.  However, Lear's improved capital
structure is expected to help mitigate these competitive risks
more so than some of the company's peers with more debt laden
capital structures.  Limiting the company's ratings remain the
relatively weak operating margins and the operational risks around
the company's need to continue to implement restructuring actions
to adjust the company's manufacturing footprint to anticipated
demand.

The positive outlook considers Moody's expectation that the global
automotive industry conditions should continue to improve over the
intermediate term.  Moody's expects Lear's operating performance
to benefit from this growth and the ongoing benefit of
restructuring actions.  The continued growth in the global
automotive markets is expected to mitigate the potential for
market share losses and further restructuring actions at the
company's largest customers.

The Speculative Grade Liquidity rating of SGL-2 indicates the
expectation of a good liquidity profile over the next twelve
months.  As of December 31, 2009, Lear had about $1.6 billion of
cash on hand.  The large cash balance will continue to mitigate
the limited size risk of the new revolving credit facility,
expected to be in the range of $100-$125 million.  This facility
is a permitted incremental facility to the first lien term loan
and will share in rights of first lien term loan's security and
subsidiary guarantees.  Moody's expects the company's strong
results demonstrated in the second half of 2009 to support free
cash flow generation in 2010 inclusive of restructuring charges
and nominal amortization requirements under first lien term loan.
As a result of the strong performance in the fourth quarter of
2009, Lear should benefit from increased covenant compliance
cushion over the next four quarters, allowing for ample
flexibility.  Alternate liquidity is limited as essentially all of
the company's assets secure the credit facilities.

These ratings were raised:

Lear Corporation:

* Corporate Family Rating, to B1 from B2;

* Probability of Default, to B1 from B2;

* First lien term loan facility, to Ba1 (LGD1, 7%) from Ba2 (LGD1,
  7%);

* Second lien term loan facility; to Ba2 (LGD2, 27%) from Ba3
  (LGD2, 25%);

* Speculative Grade Liquidity Rating, to SGL-2 from SGL-3

The last rating action for reorganized Lear Corporation was on
December 21, 2009, when the B2 Corporate Family Rating was
affirmed.

Lear Corporation, headquartered in Southfield, MI, is focused on
providing complete seat systems, electrical distribution systems
and various electronic products to major automotive manufacturers
across the world.  The company had net sales of $9.7 billion in
2009 and had approximately 75,000 employees in 35 countries.


LIONS GATE: Icahn Now Wants All Shares, to Challenge Poison Pill
----------------------------------------------------------------
Carl C. Icahn on Friday said the offer by certain of his
affiliated entities to purchase up to 13,164,420 common shares of
Lions Gate Entertainment Corp. has been amended to provide that
the Icahn Group is now offering to purchase UP TO ALL of Lions
Gate's outstanding common shares.  In addition, the expiration
date of the Offer has been extended to April 30, 2010.

The amended Offer is conditioned on, among other things, there
having been validly tendered and not withdrawn a number of Lions
Gate common shares which, together with the common shares already
owned by the Icahn Group, would constitute at least 50.1% of Lions
Gate's common shares (taking into consideration options and
restricted stock).  The Icahn Group has the right to waive this
condition and any other condition, subject to applicable law.

In addition, the amended Offer is conditioned on: (i) all rights
issued or issuable under the poison pill adopted by Lions Gate's
board of directors on March 11, 2010, having been cease-traded,
found to be illegal or unenforceable, redeemed by the board, or
otherwise eliminated; and (ii) the receipt by the Icahn Group of
all government or regulatory approvals necessary to complete the
amended Offer (including Investment Canada Act approval) on terms
and conditions satisfactory to the Icahn Group in its reasonable
judgment.

The Icahn Group has determined not to increase the previously
announced Offer price of $6.00 per share in cash.  The Offer price
is $1.15 higher than the $4.85 closing price of the common shares
on February 4, 2010 (the last trading day prior to the first date
in 2010 that the Icahn Group resumed purchasing Lions Gate common
shares), representing a premium of more than 23%.  The amended
Offer will not be subject to financing.

Mr. Icahn also announced that the Icahn Group intends to pursue
legal proceedings to set aside the poison pill adopted by Lions
Gate, which restricts the rights of Lions Gate shareholders to
accept the Offer.  The adoption of the poison pill represented a
failure of certain conditions to the Offer.  The Icahn Group
waived the breached conditions in this particular instance so as
to proceed with the amended Offer.

Mr. Icahn stated, "Due to management's recent actions, I am now
convinced that Lions Gate shareholders will never have the right
to make important decisions.  I am dismayed that Lions Gate's
board of directors chose to implement a poison pill and thus deny
their shareholders the opportunity to participate in our Offer.  I
believe these tactics serve only to strip shareholders of an
opportunity and entrench management.  Lions Gate previously
criticized our tender offer for being partial.  That is no longer
the case.

"I believe that Lions Gate's management should not further
leverage up the company to purchase a film library without
allowing shareholders the opportunity to decide whether increasing
exposure to this segment is wise.  I believe library values are
currently declining due to, in part, weak DVD sales.  Lions Gate
already has a major investment in a library -- its own.  It should
be up to the shareholders to determine if they wish to more than
'double down' on another library, especially in light of the
company's admitted 'substantial degree of leverage.'  Lions Gate's
latest actions convince me that the current management and board
will never allow shareholders to make their own determination on
this extremely important decision.

"We therefore intend, if our offer is successful, to replace Lions
Gate's board of directors with our nominees, several of whom would
be Canadian citizens.  I believe that the best course for Lions
Gate is to pursue a strategy aimed more at the consolidation of
film and television distributors, as opposed to the acquisition of
library assets. Once in place, we are hopeful that our nominees
would guide Lions Gate in that strategic direction.  I also
believe that it may be desirable to replace top management with
several individuals who more closely share our vision for the
future of the company.  In addition, we expect to propose that the
new board form a committee to oversee the retention of a third
party consultant tasked with dramatically reducing Lions Gate's
overhead.

"I understand that such a dramatic shift in management and growth
strategy may thrust Lions Gate into a potentially volatile period
of transition, but I believe the company will emerge much stronger
on the other end."

The Icahn Group looks forward to working productively with the
Canadian authorities to obtain approval for the amended Offer.  To
that end, the Icahn Group intends to discuss with the Minister of
Canadian Heritage various commitments it would be prepared to make
to ensure that any acquisition of control of Lions Gate as a
result of the amended Offer would be of net benefit to Canada,
which may include the divestiture of Lions Gate's shares of Maple
Pictures Corp. to one or more Canadians such that the film
distribution business currently carried on by Maple in Canada will
be operated independently from Lions Gate (as was similarly
undertaken by Lions Gate in 2005).  Lions Gate disclosed in SEC
filings made prior to the Offer that: (i) there is a risk that the
Minister of Canadian Heritage could determine that Lions Gate is
out of compliance with the Investment Canada Act, or that events
beyond Lions Gate's control could result in its ceasing to be
Canadian-controlled pursuant to the Investment Canada Act; (ii) if
Lions Gate ceases to be Canadian-controlled under the Investment
Canada Act, it and Maple may no longer qualify for or be entitled
to access refundable tax credits and other Canadian government and
private motion picture industry incentives that are restricted to
Canadian-controlled corporations; and (iii) such a change in
status could also cause Lions Gate to be required to repay certain
tax credits and other government incentives previously received
and default on certain distribution obligations, thereby adversely
affecting its financial results.  The Icahn Group believes that
these risks could be substantially reduced or eliminated through
the agreements it will seek to reach with the Minister of Canadian
Heritage in connection with any acquisition of control of Lions
Gate as a result of the amended Offer.  In addition, if the
amended Offer is successful, the Icahn Group intends to cause
Lions Gate to remain a Canadian incorporated entity for a period
of not less than five years.

Lions Gate stated in its Schedule 14D-9 filed with the SEC on
March 12, 2010, that the Offer could result in the acceleration of
approximately $516 million of its indebtedness if lenders were to
elect to declare events of default relating to certain "change in
control" provisions contained in its debt documents.  If such
acceleration occurs (which will not be a condition allowing the
Icahn Group to withdraw the amended Offer), the Icahn Group
believes that Lions Gate should seek a replacement source of
funding to continue to operate its business in the ordinary
course.  The Icahn Group is prepared to begin discussions with
Lions Gate immediately regarding a bridge facility that the Icahn
Group would be willing to provide -- without a commitment fee --
at the expiration of the amended Offer, should these "change of
control" provisions be triggered as a result of the Icahn Group's
purchase of Lions Gate shares in the amended Offer.  The Icahn
Group expects that such bridge facility would be required to be
repaid through a combination of new debt and the proceeds of the
sale of Lions Gate equity through a rights offering in which all
Lions Gate shareholders would be invited to participate, thus de-
levering the company.  The Icahn Group would be willing to
backstop any such rights offering.

The terms and conditions of the amended Offer are set forth in the
Offer to Purchase dated March 1, 2010, as amended by the Notice of
Variation and Extension dated March 19, 2010, to be distributed to
holders of Lions Gate's common shares and filed with the SEC as
exhibits to the Icahn Group's amended Schedule TO and with the
Canadian securities authorities on SEDAR.

                         About Lions Gate

British Columbia-domiciled and Santa Monica, California-
headquartered Lions Gate is a leading, diversified independent
producer and distributor of motion pictures, home entertainment,
television programming and animation worldwide and holds a
majority interest in the pioneering CinemaNow VOD business.  The
Lions Gate brand name is synonymous with original, cutting edge,
quality entertainment in markets around the world.

As reported by the Troubled Company Reporter on March 10, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
Lions Gate to negative from stable.  At the same time, S&P
affirmed ratings on Lions Gate, including the 'B-' corporate
credit rating.

Lions Gate carries Moody's "B2" corporate family rating and
probability of default rating.


LODGENET INTERACTIVE: Inks Purchase Deal With Craig-Hallum
----------------------------------------------------------
LodgeNet Interactive Corporation entered into a purchase agreement
with Craig-Hallum Capital Group LLC.  Pursuant to the Purchase
Agreement, the Company agreed to sell and the Underwriter agreed
to purchase for resale to the public, subject to the terms and
conditions expressed therein, 2,160,000 shares of the Company's
common stock, par value $0.01 per share, at a price per share of
$6.00 to the public, less an underwriting discount of $0.36 per
share.

The Underwriter also has an option to purchase up to 324,000
additional shares of Common Stock at the same price per share to
cover over-allotments.  The Public Offering is expected to close
on March 22, 2010.

The Company intends to use 50% of the net proceeds from the
offering to accelerate deployment of its new high-definition
interactive system into select hotels; the Company is required to
apply 50% of the net proceeds against its Bank Credit Facility.

A full-text copy of the Form of Purchase Agreement is available
for free at http://ResearchArchives.com/t/s?5b63

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.
LodgeNet Interactive serves more than 1.9 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television Solutions, Broadband Internet Solutions, Content
Solutions, Professional Solutions and Advertising Media Solutions.
LodgeNet Interactive Corporation owns and operates businesses
under the industry leading brands: LodgeNet, LodgeNetRX, and The
Hotel Networks.

odgeNet Interactive Corporation's balance sheet at December 31,
2009, showed $508.3 million in total assets and $579.3 million in
total liabilities for a $70.9 million stockholders' deficit.

                          *     *     *

According to the Troubled Company Reporter on September 30, 2009,
Moody's Investors Service upgraded LodgeNet Interactive
Corporation's speculative grade liquidity rating to SGL-3
(indicating adequate liquidity) from SGL-4 (indicating poor
liquidity) while revising the outlook for all ratings to stable
from negative.  Concurrently, Moody's also affirmed LodgeNet's B3
corporate family rating and Caa1 probability of default rating.


MAGUIRE PROPERTIES: Six Property-Owning Units in Default
--------------------------------------------------------
Maguire Properties, Inc.'s six special purpose property-owning
subsidiaries are in default on their mortgage loans.  These
defaults occurred as result of the board of directors' approval of
management's plan to cease funding cash shortfalls at these
properties:

   -- Stadium Towers in Central Orange County,
   -- Park Place II in Irvine,
   -- 2600 Michelson in Irvine,
   -- Pacific Arts Plaza in Costa Mesa,
   -- 550 South Hope in Downtown Los Angeles, and
   -- 500 Orange Tower in Central Orange County.

Mortgage loans totaling $888.5 million are currently in default,
and the Company is accruing default interest at a rate of 5% per
annum on these loans.  The assets and liabilities of these
properties will be removed from our balance sheet upon ultimate
disposition of each asset.

A full text copy of the company's fourth quarter results is
available free at http://ResearchArchives.com/t/s?5b8f

                   About Maguire Properties, Inc.

Maguire Properties, Inc. (NYSE: MPG) --
http://www.maguireproperties.com/-- is the largest owner and
operator of Class A office properties in the Los Angeles central
business district and is primarily focused on owning and operating
high-quality office properties in the Southern California market.
Maguire Properties, Inc. is a full-service real estate company
with substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

Maguire posted a net loss of $48.58 million on total revenue of
$126.32 million for the quarter ended September 30, 2009, from a
net loss of $67.75 million on total revenue of $123.86 million for
the same period a year ago.  The Company posted a net loss of
$533.80 million on total revenue of $378.06 million for the
nine months ended September 30, 2009, from a net loss of
$231.79 million on total revenue of $379.24 million the prior
year.  At September 30, 2009, Maguire had $4.17 billion in total
assets against $4.69 billion in total liabilities.


MARSHALL EDWARDS: Receives Nasdaq Staff Determination
-----------------------------------------------------
Marshall Edwards, Inc., disclosed that on March 16, 2010, it
received written notification (the "Staff Determination") from The
Nasdaq Stock Market, Inc. ("Nasdaq") that, based upon the
Company's failure to regain compliance with the $1.00 per share
minimum bid price requirement set forth in Nasdaq Listing Rule
5450(a)(1) by March 15, 2010, the Company's common stock is
subject to delisting at the opening of business on March 25, 2010,
unless the Company requests a hearing before a Nasdaq Listing
Qualifications Panel on or before 4:00 p.m. Eastern Time on
March 23, 2010.  The Company intends to request a hearing before
the Nasdaq Listing Qualifications Panel to address the minimum bid
price deficiency before 4:00 p.m. Eastern Time on March 23, 2010,
which request will stay any action with respect to the Staff
Determination until the Nasdaq Listing Qualifications Panel
renders a decision subsequent to the hearing.  However, there can
be no assurance that Nasdaq will grant the Company's request for
continued listing.

As previously announced on September 22, 2009, by the Company, it
received a notice from Nasdaq on September 16, 2009, indicating
that the Company failed to comply with the minimum bid price
requirement because the bid price of its common stock closed under
$1.00 per share for 30 consecutive business days.  The notice also
stated that, in accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company would be provided 180 calendar days, or until
March 15, 2010, to regain compliance with the minimum bid price
requirement.  To regain compliance, the closing bid price of the
Company's common stock had to remain at or above $1.00 per share
for a minimum of 10 consecutive business days prior to the market
close on March 15, 2010.  The Company did not regain compliance
with the $1.00 minimum bid price requirement by such time, which
resulted in the issuance of the Staff Determination.

On February 9, 2010, the Company announced that its Board of
Directors has approved a reverse stock split of the Company's
common stock.  The Board's decision is intended to ensure that
Marshall Edwards is in full compliance with Nasdaq's listing
rules.  The reverse stock split is subject to stockholder approval
at the Special Meeting of the Stockholders scheduled to be held on
March 29, 2010.

                        About Marshall Edwards

Marshall Edwards, Inc., is a specialist oncology company focused
on the clinical development of novel anti-cancer therapeutics.
These derive from a flavonoid technology platform, which has
generated a number of novel compounds characterized by broad
ranging activity against a range of cancer cell types with few
side effects.  The combination of anti-tumor cell activity and low
toxicity is believed to be a result of the ability of these
compounds to target an enzyme present in the cell membrane of
cancer cells, thereby inhibiting the production of pro-survival
proteins within the cell.  Marshall Edwards has licensed rights
from Novogen Limited (ASX: NRT) (NVGN 2.00, -0.08, -3.85%) to
bring four oncology drugs -- phenoxodiol, triphendiol NV-143 and
NV-128 -- to market globally.

Marshall Edwards is majority owned by Novogen, an Australian
biotechnology company that is specializing in the development of
therapeutics based on a flavonoid technology platform.  Novogen is
developing a range of therapeutics across the fields of oncology,
cardiovascular disease and inflammatory diseases.


MSCI INC: S&P Removes 'BB' Corp. Credit Rating From CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it removed its 'BB'
corporate credit rating on New York City-based risk analytics
company MSCI Inc. from CreditWatch, where it was placed on
March 1, 2010, following the company's announcement that it would
acquire RiskMetrics Group Holdings LLC for about $1.6 billion in
cash and stock.  The outlook on MSCI is negative.

At the same time, S&P assigned a 'BB+' issue-level rating to the
new senior secured facility, along with a recovery rating of '2',
indicating the expectation of substantial (70%-90%) recovery of
principal in the event of payment default.

S&P will withdraw the current 'BBB-' senior secured issue-level
ratings on the existing loan, which will be repaid upon the close
of the transaction.

"The ratings reflect MSCI's leverage that is high for the rating,
pro forma for the transaction, and narrow business profile, even
after the RiskMetrics purchase," said Standard & Poor's credit
analyst Joseph Spence.  The company's high recurring revenue base
and good cash-flow generation partially offset those factors.


MEDIA SCIENCES: Subject to NASDAQ Delisting
-------------------------------------------
Media Sciences International, Inc., 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.  The Company
has requested a hearing before a Hearings Panel to review the
Staff Determination.  The request for a hearing will stay the
delisting pending the Panel's decision.  There can be no assurance
that the Panel will grant the Company's request for continued
listing.

Media Sciences International, Inc., is the leading independent
manufacturer of new build solid ink and color toner cartridges for
office color printers.  As the premium quality color toner and
solid ink alternative to the printer manufacturer's brand, Media
Sciences' 100% newly manufactured color toner and solid ink
products for use in Dell(R), Konica Minolta(R), OKI(R), Ricoh(R),
Samsung(R), and Xerox(R) and many other color printers deliver
significant savings when compared to the printer manufacturers
brand.


MEGA BRANDS: Gets Court OK for Recapitalization Transaction
-----------------------------------------------------------
MEGA Brands Inc. has received court approval in Canada for its
recapitalization transaction initiated on January 14, 2010.

The final order approving the plan of arrangement under the Canada
Business Corporations Act was granted today in the Superior Court
of Quebec.  This allows the Corporation to proceed with the
remaining steps towards the completion of the transaction, which
include recognition of the Canadian proceeding in the U.S. and the
satisfaction of customary closing conditions.  Subject to the
satisfaction or waiver of these remaining steps, the Corporation
expects to complete the transaction on or about March 31, 2010.

Under the transaction, which was previously approved by
overwhelming majorities of common shareholders and debtholders,
the Corporation will reduce its debt by approximately
US$286.6 million and its annual interest expenses by approximately
US$30.0 million.

                      About MEGA Brands Inc

MEGA Brands Inc. claims to be a trusted family of leading global
brands in construction toys, games & puzzles, arts & crafts and
stationery.  The Company employs from 1,300 to 1,500 people, more
than half of them in Canada.

Mega Brands has commenced a proposed recapitalization, which will
repay the secured lenders at 70 cents on the dollar (including the
cash and equity portions) and extinguish all of the current debt.


MESA AIR: Enters Into Six Rolls-Royce Engine Leases
---------------------------------------------------
Mesa Air Group Inc. and its units sought and obtained an order
from the Court authorizing them to (i) lease from Rolls-Royce
Corporation up to six aircraft engines on the terms contemplated
by the agreement dated February 26, 2010, and a letter agreement
dated February 24, 2010, and (ii) to enter into and perform under
new short-term aircraft engine lease agreements in the ordinary
course of business in accordance with the same practices and
procedures as in effect immediately before the Petition Date, and
perform all obligations contemplated in the agreements.

The Debtors will provide the Official Committee of Unsecured
Creditors' counsel (i) reasonable advance notice by electronic
mail of the Debtors' entry into the Rolls-Royce Agreements and
(ii) seven days' written notice by electronic mail of the
Debtors' entry into any Aircraft Engine Lease Agreement that is
not substantially in the form of the Rolls-Royce Agreements,
provided that the Debtors are not required to provide notice of
their entry into any renewals of Aircraft Engine Lease Agreements
entered into before March 2, 2010.

If counsel for the Creditors' Committee does not inform the
Debtors in writing by electronic mail of any objection to the
Debtors' entry into the Aircraft Engine Lease Agreements, the
Debtors will be deemed authorized to enter into the agreements
without further notice or order of the Court.  In the event
counsel for the Creditors' Committee timely objects to the
Debtors' entry into any agreement, and the objection is not
consensually resolved, the Debtors will schedule a hearing on the
matter as soon as practicable and, if necessary, on shortened
notice on a date and time that is convenient for the Court.

                  Rolls-Royce Engine Agreement

The Debtors and their advisors have explored and implemented
various strategies to rationalize both the Debtors' overall
flying operations and the size of their fleet of aircraft and
aircraft engines so as to maximize profitability and enhance
operational liquidity.

As part of their ongoing fleet rationalization, the Debtors have
assessed various aircraft engine lease and purchase options, and
have determined that entering into the Rolls-Royce Agreements and
other Aircraft Engine Lease Agreements meet their short-term
needs and is in their best interests.

According to Maria A. Bove, Esq., at Pachulski Stang Ziehl &
Jones LLP, in New York, the Rolls-Royce Agreement contemplates,
among other things, that the Debtors will lease one aircraft
engine from Rolls-Royce, bearing the manufacturer serial number
as set forth in the Rolls-Royce Agreement.  The Debtors intend to
lease up to five additional aircraft engines pursuant to
subsequent agreements.

The Aircraft Engines are scheduled to be delivered to the Debtors
beginning in early March 2010.  The lease term for the Aircraft
Engines will be three months from their respective delivery
dates.  The Debtors are required to make a security deposit upon
execution of the Rolls-Royce Agreements, and rent will be payable
monthly in advance commencing on the delivery date of each
Aircraft Engine, Ms. Bove relates.

A full-text copy of a Rolls-Royce Agreement is available for free
at http://bankrupt.com/misc/Mesa_RollsRoyceAgrmnt022610.pdf

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


NEW ENERGY SYSTEMS: Reaffirms $1.23 Per Share Guidance for 2010
---------------------------------------------------------------
New Energy Systems Group has reaffirmed its guidance of $1.23 per
share for calendar 2010, excluding acquisition-related expenses.

Fushun Li, the Company's Chief Executive Officer, commented, "We
are very well positioned for growth in 2010 with our two recent
acquisitions, Anytone and NewPower.  The integration has
progressed seamlessly and we are already benefitting from the
synergies of the combined companies.  We have also launched our
international expansion, including our recently announced
distribution agreement with A-Solar to act as exclusive selling
agent for our solar mobile iPhone and iPod chargers in the U.K.,
Germany, Belgium, the Netherlands and Luxembourg.  As such, we are
extremely confident in our prior guidance for 2010 projected net
income of at least $15.6 million, or $1.23 per share, excluding
non-cash charges related to the acquisitions.  Based on our
current EPS guidance, we are currently trading at approximately
six times our 2010 earnings estimate.  Moreover, we have a clean
capital structure, our balance sheet is very healthy, and we do
not anticipate issuing additional equity in the near future.
Finally, we have significant excess production capacity and can
achieve our 2010 growth targets without incurring meaningful
additional capital expenditures. We will be providing our fourth
quarter and calendar year 2009 financial results within the next
few weeks. In the meantime, we are working to facilitate expanded
access to our corporate presentation by making it available for
review at the Investor Roadshow Web site."

Earlier this month, New Energy Systems Group posted its investor
presentation along with an audio recording on the Investor
Roadshow Web site -- http://www.InvestorRoadshow.com/, an online
portal for connecting investors with executives of publicly traded
companies.

On January 12, 2010, New Energy Systems Group closed the
transactions contemplated by the share exchange agreement dated
December 11, 2009, with Shenzhen NewPower Technology Co., Ltd.
Pursuant to the Share Exchange Agreement, the Company acquired
NewPower.  The Company issued to the shareholders of NewPower,
proportionally among the NewPower Shareholders in accordance with
their ownership interests in NewPower immediately before the
closing of the Share Exchange, an aggregate of 1,823,346 shares of
the Company's Common Stock with a restrictive legend, and US
$3,000,000.  The Company paid US$3,000,000 in December 2009.

There were no material relationships between the Company or its
affiliates and any of the parties to the Share Exchange Agreement,
other than in respect of the Share Exchange Agreement.

Pursuant to the Share Exchange Agreement, on January 12, 2010, the
Company issued 1,823,346 shares of its Common Stock.

The Company has filed Shenzhen NewPower Technology Co., Ltd.
Financial Statements for the Years Ended December 31, 2008 and
2007.  A full-text copy of the Financial Statements is available
at no charge at http://ResearchArchives.com/t/s?5b8b

                About New Energy Systems Group

With offices in New York and Shenzhen, China, New Energy Systems
Group (OTCBB: NEWN) -- http://www.chinadigitalcommunication.com/
-- manufactures and distributes lithium ion batteries.  The
company assembles and distributes finished batteries through its
sales network and channel partners.  The company also sells high-
quality lithium-ion battery shell and cap products to major
lithium-ion battery cell manufacturers in China. The company's
products are used to power mobile phones, MP3 players, laptops,
digital cameras, PDAs, camera recorders and other consumer
electronic digital devices.

On November 17, 2009, China Digital obtained approval from FINRA
to change its name to New Energy Systems Group.  In conjunction
with the name change, the company's CUSIP number was changed to
643847106 and the stock began trading under the ticker symbol
"NEWN" on November 18.

At September 30, 2009, the Company had $17,622,130 in total assets
against $3,197,717 in total liabilities, all current.  At
September 30, 2009, the Company had accumulated deficit of
$4,660,858 and stockholders' equity of $14,424,413.

                         Going Concern

In its quarterly report on Form 10-Q, the Company said it believes
it has sufficient cash to continue its current business through
September 30, 2010, due to expected increased sales revenue and
net income from operations.  "However we have suffered recurring
losses in the past and have a large accumulated deficit.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern," the Company said.

The Company has taken certain restructuring steps to provide the
necessary capital to continue its operations. These steps included
1) acquire profitable operations through issuance of equity
instruments, and 2) to continue actively seeking additional
funding and restructure the acquired subsidiaries to increase
profits and minimize the liabilities.


NEXCEN BRANDS: Inks Default Waiver Deal with Unit
-------------------------------------------------
NexCen Brands Inc. amended its existing bank credit facility by
entering into a Waiver and Eighth Amendment by and among the
Company, NexCen Holding Corporation, a wholly owned subsidiary of
the Company, certain of the Issuer's subsidiaries and BTMU Capital
Corporation.

This Waiver and Eighth Amendment modified certain provisions of
the Facility to provide relief from certain requirements related
to free cash flow margin and to provide separate audited financial
statements for certain subsidiaries of the Company.  The Waiver
and Eighth Amendment also corrected an inadvertent change to the
principal repayment priorities under the Facility.  The material
terms of the Waiver and Eighth Amendment:

   * waived a default related to the Issuer and Subsidiary
     Borrowers' free cash flow margin for the twelve months ended
     February 28, 2010;

   * waived a default related to providing to BTMUCC by March 31,
     2010 audited financial statements of the Issuer, the Co-
     Issuers and any Managers for the fiscal year ended
     December 31, 2009, so long as and only if the Issuer and each
     Co-Issuer cause to be delivered to BTMUCC, no later than
     March 31, 2010, the financial statements of the Issuer and
     each Co-Issuer and Manager for the fiscal year ended
     December 31, 2009, prepared in accordance with U.S. generally
     accepted accounting principles and certified as being
     complete, true and correct by the Issuer and each Co-Issuer
     and Manager; and

   * reverted the payment priorities for any additional principal
     payments above and beyond the minimum principal payments
     under the Facility to the payment priorities which had been
     in effect immediately prior to an inadvertent change to the
     payment priorities by the Waiver and Sixth Amendment to the
     Facility, dated January 14, 2010, which provides for the
     following order of priority:

     -- to the Brand Notes;

     -- 60% to the Class A Franchise Notes, and then 40% to the
        Class B Franchise Note; and

     -- to the Deficiency Note.

A full-text copy of the Waiver and Eighth Amendment is available
for free at http://ResearchArchives.com/t/s?5b64

                        About NexCen Brands

Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) is a
strategic brand management company with a focus on franchising.
It owns a portfolio of franchise brands that includes two retail
franchise concepts: TAF(TM) and Shoebox New York(R) as well as
five quick service restaurant franchise concepts: Great American
Cookies(R), MaggieMoo's(R), Marble Slab Creamery(R),
Pretzelmaker(R) and Pretzel Time(R).  The brands are managed by
NexCen Franchise Management, Inc., a subsidiary of NexCen Brands.

At September 30, 2009, the Company had total assets of=20
$103,027,000 against total liabilities of $151,536,000, resulting
in stockholders' deficit of $48,509,000.  At September 30, 2009,
the Company's accumulated deficit was $2,732,199,000.

In its financial report on Form 10-Q for the quarter ended
September 30, 2009, the Company said its "financial condition and
liquidity raise substantial doubt about our ability to continue as
a going concern."  According to the Company, "We are highly
leveraged; we have no additional borrowing capacity under our
credit facility; and the [Credit Facility with BTMU Capital
Corporation] imposes restrictions on our ability to freely access
the capital markets.  In addition, the BTMUCC Credit Facility
imposes various restrictions on our use of cash generated by
operations."


NORANDA ALUMINUM: S&P Raises Corporate Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on Noranda Aluminum Holding Corp. and its subsidiary, Noranda
Aluminum Acquisition Corp.  S&P raised its corporate credit rating
on Noranda Aluminum Holding Corp. to 'B-' from 'CCC+'.  In
addition, the corporate credit rating was removed from
CreditWatch, where it was placed with positive implications on
Jan. 15, 2010.  The rating outlook is positive.

At the same time, S&P raised its issue-level ratings:

* The rating on Noranda Aluminum Acquisition Corp.'s senior
  secured credit facilities is raised to 'B' (one notch above the
  corporate credit rating) from 'D', while the recovery rating is
  revised to '2', indicating S&P's expectation of substantial (70%
  to 90%) recovery in the event of a payment default, from '3'.

* The rating on Noranda Aluminum Acquisition Corp.'s senior
  unsecured notes due 2015 is raised to 'CCC' (two notches below
  the corporate credit rating) from 'D', while the recovery rating
  remains at '6', indicating the expectation of negligible (0% to
  10%) recovery in the event of a payment default.

* The rating on Noranda Aluminum Holding Corp.'s senior unsecured
  notes due 2014 is raised to 'CCC' (two notches below the
  corporate credit rating) from 'D', while the recovery rating
  remains at '6', indicating S&P's expectation of negligible (0%
  to 10%) recovery in the event of a payment default.

"The upgrade reflects the company's improved capital structure, as
a result of more than $400 million of debt repurchases in 2009,
and the improvement in aluminum prices over the past several
quarters as a result of the combination of some strengthening in
end-market demand and reduced global capacity," said Standard &
Poor's credit analyst Sherwin Brandford.  "This is expected to
result in a meaningful improvement in profitability for the
company during 2010."

Specifically, given its assumption of an average London Metals
Exchange (LME) aluminum price of $0.90 per pound, S&P expects the
company to generate around $120 million of EBITDA this year.  In
addition, S&P expects the company to use internally generated cash
flow, as well as the cash it will receive from the locked in value
on its aluminum hedges, to further reduce debt this year.  Noranda
currently has $127 million of locked value on its aluminum hedges,
which will contribute to cash flows through 2011.


NORTEL NETWORKS: Completes Sale of Ethernet Business
----------------------------------------------------
Nortel Network Inc. and its affiliates completed the sale of
their Optical Networking and Carrier Ethernet business to Ciena
Corporation.

The sale was completed more than three months after the U.S.
Bankruptcy Court for the District of Delaware and the Ontario
Superior Court of Justice approved the deal.

Ciena elected, as permitted under the terms of the sale
agreement, to replace the $239 million principal amount of
convertible notes with cash consideration of $244 million, and
pay about $774 million in cash, subject to a working capital
adjustment estimated as a downward adjustment of about
$62 million.  Under the deal, Nortel will provide transitional
services to Ciena.

"This successful divestiture of another large-scale business
illustrates the significant progress on Nortel's plan to preserve
both our technology innovation and rich base of skilled
employees, while obtaining significant value through the sale of
our businesses," Pavi Binning, Nortel's chief restructuring
officer, said in a March 19 statement.

"The sale of our Optical and Carrier Ethernet businesses to Ciena
enables customers to continue to benefit from Nortel's rich
heritage of innovation in optical networking," Mr. Binning said.
"It also provides a path forward for 2,000 skilled employees who
will now take their expertise to Ciena."

                       Management Changes

In light of the sale of Nortel units' major businesses, Mr.
Binning will step down from his position as chief restructuring
officer, chief financial officer and executive vice-president
effective March 21, 2010.

John Doolittle will take over as CFO effective March 22, 2010.

"[Mr. Pavi] has played a key role in the company meeting its
restructuring objectives including maximizing the value of
Nortel's assets through the sale of the businesses in a very
difficult economic environment, with a focus on ensuring the best
outcome for Nortel's businesses and its creditors," David
Richardson, Nortel's chairman of the board, said in a March 19
statement.

In a related development, the Bankruptcy Court and the Ontario
Superior Court of Justice approved a side agreement between NNI
and its affiliates governing the collection and allocation of
proceeds from the sale of the Nortel Ethernet Business.  The
Canadian Court also approved an escrow agreement Nortel executed
with JPMorgan Chase Bank N.A., pursuant to which Nortel is
required to deposit in an escrow account the proceeds from the
sale of Ethernet Business.

Prior to the approval of the Side Agreement, the Official
Committee of Unsecured Creditors filed a statement in the
Bankruptcy Court to reserve its right to argue that the
designation of Nortel Networks S.A. as a seller under the 2009
Interim Funding and Settlement Agreement does not have effect on
and is not relevant in determining the allocation of the sale
proceeds to NNSA.

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTEL NETWORKS: Court OKs Sale of CVAS Biz. for $282MM
-------------------------------------------------------
Nortel Networks Inc. and its affiliates obtained approval from
the U.S. Bankruptcy Court for the District of Delaware to sell
their Carrier VoIP and Application Solutions business to Genband
Inc.

Genband will acquire the CVAS business for $282 million, subject
to balance sheet and other adjustments estimated at about
$100 million for a net price of about $182 million.

Nortel previously proposed to sell the CVAS business through an
auction that was supposed to be held in late February.  However,
no other qualified bidders emerged, prompting Nortel to cancel
the auction and work towards closing a sale agreement with
Genband.

Under the deal, Genband will acquire product platforms, patents
and other intellectual property used in the Nortel CVAS business.
Most of Nortel's employees in the business will also be offered
jobs with Genband, which is expected to be completed in the
second quarter of 2010.

The deal also provides for the transition of most of Nortel's
CVAS contracts to Genband except those contracts with parties
that objected to the transition, which include Motorola Inc.,
Open Systems Solutions Inc., SNMP Research International Inc.,
Oracle America Inc. and its affiliates.

The Bankruptcy Court has not yet ruled on the objections of
Verizon Communications Inc. and AT&T Services Inc. in connection
with the assumption and assignment of their contracts in relation
to the CVAS business sale.

NNI and its affiliates expect to close the sale of the CVAS
business in the second quarter of this year, subject to the
timing of regulatory approval.

In a related development, Canada-based Nortel Networks Corp. and
its affiliates sought and obtained approval from the Ontario
Superior Court of Justice to sell the CVAS business.

Ernst & Young Inc., the firm appointed to monitor the assets of
NNC and its affiliates, also filed its 40th monitor report,
supporting approval of the sale.

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTEL NETWORKS: Court Won't Certify Stay Order on UK Proceeding
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware denied
certification for its prior order that blocked the U.K. pension
authorities from participating in an administrative proceeding to
recover claims from Nortel Networks Inc.

Nortel Networks UK Pension Trust Ltd. and the Board of the
Pension Protection Fund earlier filed a motion, asking the
Bankruptcy Court to certify its February 26 order for immediate
appeal to the U.S. Court of Appeals.  The U.K. pension
authorities want the Court of Appeals to determine whether the
Bankruptcy Court erred in its decision to bar them from
participating in the administrative case on grounds that the case
would prejudice NNI.

The administrative proceeding seeks to recover as much as
GBP2.1 billion in connection with Nortel Networks UK Ltd.'s
pension plan that was allegedly left underfunded following NNUK's
bankruptcy filing.

In a March 18, 2010 order, Bankruptcy Judge Kevin Gross did not
agree with the U.K. pension authorities that the appeal would
advance the bankruptcy cases of NNI and its affiliated debtors.

"The logical and certain way to advance the bankruptcy case is to
permit the allocation process to proceed," Judge Gross said,
referring to the process of allocating proceeds from the sale of
Nortel's assets that would determine the amount available for
distribution to creditors.

Judge Gross earlier issued a memorandum opinion, explaining his
basis for barring the U.K. pension authorities from participating
in the administrative case.  He said the case is premature and
will prejudice the resolution of the Debtors' bankruptcy cases.

Judge Gross' stance echoes the position of NNI and the Official
Committee of Unsecured Creditors, both of which opposed the U.K.
pension authorities' move to seek certification of the
February 26 order.  NNI and the Creditors Committee argued that
no basis exists to support that the authorities' immediate direct
appeal would materially advance the progress of the bankruptcy
cases.

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTEL NETWORKS: Reports Earnings of $488MM for 2009
----------------------------------------------------
Nortel Networks Corporation announced its results for the fourth
quarter and full year 2009.  Results were prepared in accordance
with United States generally accepted accounting principles (GAAP)
in U.S. dollars.

As part of Nortel's ongoing cost reduction activities, on
March 11, 2010, Nortel Networks Corporation (NNC), Nortel Networks
Limited (NNL), Nortel Networks Inc. and Nortel Networks Capital
Corporation each filed a Form 15 related to their respective debt
securities and all related guarantees, as applicable, reflecting
the automatic suspension of reporting requirements under the U.S.
Securities Exchange Act of 1934 (Act) as there were less than 300
holders of each series of securities as of January 1, 2010.

NNL also intends to terminate the registration of its common stock
under the Act shortly and suspend its obligations to file
periodic reports with the SEC, including Forms 10-K, 10-Q and 8-
K.  Following the deregistration of its common shares, NNL will
continue to be a "reporting issuer" under Canadian securities
laws and, as a result, will remain subject to continuous
disclosure requirements, including the filing of annual and
quarterly financial statements and managements' discussion and
analysis of financial results under applicable Canadian
securities laws.  NNC will continue to be a "reporting issuer"
under both Canadian and U.S. securities laws and will continue to
remain subject to applicable continuous disclosure requirements.

                       Financial Summary

Nortel's overall financial performance in the fourth quarter of
2009 was impacted by continued ongoing negative economic
conditions and the uncertainty created by the Company's Creditor
Protection Proceedings which resulted in a decrease in customers'
spending levels, as well as the sale of the CDMA/LTE Access and
Enterprise, NGS and DiamondWare businesses in December 2009.

Revenues in the fourth quarter of $794 million, with declines year
over year in all segments and in all regions.  These revenues
exclude fourth quarter revenues related to Equity Investees of
$367 million and $300 million related to discontinued operations.
Full year revenues were $4.09 billion, with declines year over
year in all segments and in all regions.  These revenues exclude
full year revenues related to Equity Investees of $1.46 billion
and $1.37 billion related to discontinued operations.  Total
revenues were $2.07 billion in the fourth quarter of 2008 and
$7.62 billion for the full year 2008, excluding revenues related
to discontinued operations of $650 million in the fourth quarter
of 2008 and $2.80 billion for the full year 2008.

Gross margin of 38.3 percent in the fourth quarter, a decrease of
2.7 percentage points from the year ago quarter, and full year
gross margin of 42.4 percent, an increase of 1.0 percentage point
from full year 2008, includes charges related to workforce and
other cost reduction activities and pension curtailment losses
that historically would have been recorded in special charges.
Excluding these charges, gross margin would have been 39.4 percent
for the fourth quarter of 2009 and 43.5 percent for the full year
2009.

SG&A expense in the fourth quarter of $158 million, a decrease of
32.2 percent from the year ago quarter and SG&A expense for the
full year of $698 million, a decrease of 39.4 percent from 2008.
Excluding $13 million for the fourth quarter and $67 for the full
year related to workforce and other cost reduction activities and
pension curtailment losses that historically would have been
recorded in special charges, SG&A for the fourth quarter would
have decreased by 37.8 percent year over year and for the full
year would have decreased 45.2 percent from 2008.  SG&A expense in
the fourth quarter and full year excludes $112 million and
$511 million respectively related to Equity Investees.

R&D expense in the fourth quarter of $149 million, a decrease of
36.9 percent from the year ago quarter and R&D expense for the
full year of $757 million, a decrease of 33.7 percent from 2008.
Excluding $13 million for the fourth quarter and $41 for the full
year related to workforce and other cost reduction activities and
pension curtailment losses that historically would have been
recorded in special charges, SG&A for the fourth quarter would
have decreased by 43.2 percent year over year and for the full
year would have decreased 37.2 percent from 2008.  R&D expense in
the fourth quarter and full year excludes $16 million and
$118 million respectively related to Equity Investees.

Cash balance as of December 31, 2009, was $2.0 billion and
excluded Equity Investees cash of $815 million and restricted cash
of $1,928 related to divestiture proceeds.  The consolidated cash
balance exceeded the September 30, 2009 consolidated cash balance
of $1.81 billion, which excluded Equity Investees cash of
$798 million.

                       Segment Revenues

The financial information for Nortel's business segments includes
the results of the Equity Investees as if they were consolidated,
which is consistent with the way we manage our business segments,
but does not include the results of discontinued operations.
Commencing with the third quarter of 2009, Nortel began reporting
its CVAS business unit as a separate reportable segment.  Prior to
that time, the results of CVAS were included in the Wireless
Networks (WN) reportable segment, which prior to the third quarter
of 2009 was called the Carrier Networks (CN) reportable segment.

Segment revenues were $1.1 billion for the fourth quarter of 2009
compared to $2.07 billion for the fourth quarter of 2008,
reflecting a reduction of 49.2% percent due to declines across
all business segments.  The reduction was primarily a result of
the continuing economic downturn, the uncertainty created by the
Creditor Protection Proceedings, the recognition of previously
deferred revenue in the fourth quarter of 2008 not repeated to
the same extent in the fourth quarter of 2009 and the
divestitures of the CDMA/LTE Access and Enterprise businesses in
the fourth quarter of 2009.

                                       Segment Revenues B/(W)
                                      Q4 2009     YoY     QoQ
                                      -------    -----   -----
    Wireless Networks                    $375     (67%)   (43%)
    Carrier VoIP and Appl. Solutions     $194     (27%)    (7%)
    Metro Ethernet Networks              $327     (29%)    11%
    LGN                                  $154     (24%)    50%
    Other                                  $2     100%      0%
                                      -------    -----   -----
    Total Segment Revenues             $1,052     (49%)   (17%)
    Discontinued Operations              $410     (37%)   (14%)

WN revenues in the fourth quarter of 2009 were $375 million, a
decrease of 67% percent compared with the year ago quarter and a
decrease of 43% sequentially with declines in the GSM and UMTS
solutions business and the CDMA solutions business.  CDMA
solutions revenues were impacted by the divestiture of the CDMA
business in the fourth quarter of 2009.  The wireless segment was
also negatively impacted by a reduction in spending by certain
customers as a result of their change in technology migration
plans.

CVAS revenues in the fourth quarter of 2009 were $194 million, a
decrease of 27% percent compared with the year ago quarter and a
decrease of 7% sequentially primarily due to lower sales volumes.

Metro Ethernet Networks (MEN) revenues in the fourth quarter of
2009 were $327 million, a decrease of 29% percent compared with
the year ago quarter and an increase of 11% sequentially.  In
addition to the overall factors above, lower revenues from certain
customers also impacted the year over year decline.

LG-Nortel Co. Ltd. (LGN) revenues in the fourth quarter of 2009
were $154 million, a decrease of 24% percent compared with the
year ago quarter and an increase of 50% sequentially.  In addition
to the overall factors described above, a majority of the year
over year decline was in LGN Carrier, primarily due to higher
sales volumes related to 3G wireless products in the fourth
quarter of 2008.  The decrease was partially offset by network
upgrades related to certain customers in the fourth quarter of
2009, as well as the impact of foreign exchange fluctuations.

Discontinued operations revenues in the fourth quarter of
2009 were $410 million, a decrease of 37% percent compared with
the year ago quarter and a decrease of 14% sequentially.  These
reductions were primarily due to the divesture of the ES, NGS and
DiamondWare businesses in the fourth quarter of 2009.

                         Gross Margin

Gross margin was 38.3 percent of revenues in the fourth quarter of
2009.  Excluding charges related to workforce and other cost
reduction activities and pension curtailment losses that
historically would have been recorded in special charges, gross
margin in the fourth quarter of 2009 would have been 39.4 percent
of revenues.  This compared to gross margin of 41.0 percent for
the fourth quarter of 2008 and 45.0 percent for the third quarter
of 2009.  Compared to the fourth quarter of 2008, in addition to
the items already noted, gross margin decreased primarily as a
result of the unfavorable impacts of product mix, foreign exchange
fluctuations and price erosion.

                      Operating Expenses

                                 Operating Expenses B/(W)
                                 Q4 2009     YoY     QoQ
                                 -------    -----   -----
    SG&A                            $158      32%     (3%)
    R&D                             $149      37%     35%
                                 -------    -----   -----
    Total Operating Expenses        $307      35%      9%

A focus on reducing costs resulted in lower operating expenses
compared to the year ago quarter.  Operating expenses were
$307 million in the fourth quarter of 2009 and $339 million for
the third quarter of 2009.  This compares to operating expenses of
$469 million for the fourth quarter of 2008.

SG&A expenses were $158 million in the fourth quarter of 2009,
compared to $233 million for the fourth quarter of 2008 and
$155 million for the third quarter of 2009.  Excluding charges
related to workforce and other cost reduction activities and
pension curtailment losses that historically would have been
recorded in special charges, SG&A expenses for the fourth quarter
of 2009 would have been $145 million.  SG&A expense in the fourth
quarter of 2009 excludes $112 million related to Equity
Investees.  Compared to the fourth quarter of 2008, in addition
to the items already noted, SG&A was favorably impacted primarily
by headcount reductions and lower spending levels across all
categories including a reduction in sales and marketing
investment in maturing technologies.

R&D expenses were $149 million in the fourth quarter of 2009,
compared to $236 million for the fourth quarter of 2008 and
$184 million for the third quarter of 2009.  Excluding charges
related to workforce and other cost reduction activities and
pension curtailment losses that historically would have been
recorded in special charges, R&D expenses for the fourth quarter
of 2009 would have been $136 million.  R&D expense in the fourth
quarter of 2009 excludes $16 million related to Equity Investees.
Compared to the fourth quarter of 2008, in addition to the items
already noted, R&D was favorably impacted primarily by headcount
reductions and the cancellation of certain R&D programs.

                      Net Earnings (Loss)

The Company reported net earnings in the fourth quarter of 2009 of
$1.78 billion compared to a net loss of $2.14 billion in the
fourth quarter of 2008 and a net loss of $508 million in the third
quarter of 2009.

The net earnings in the fourth quarter of 2009 of $1.78 billion
included a gain from discontinued operations of $689 million
primarily related to the divestiture of the ES business to Avaya
of $756 million, reorganization items of $1,263 million primarily
related to the gain on the divestiture of the CDMA/LTE Access
assets to Ericsson of $1,202, interest expense of $74 million,
other charges of $59 million comprised in part by pension
curtailment expense, $75 million in income tax expense
and an expense of $1 million for earnings attributable to non-
controlling interests (formerly minority interests), partially
offset by other income -- net of $35 million, comprised in part
of a currency exchange gain of $18 million.

The net loss in the fourth quarter of 2008 of $2.14 billion
included $959 million in income tax expense primarily attributable
to the increase in valuation allowance against net deferred tax
assets, a goodwill impairment charge of $910, loss from
discontinued operations of $430, interest expense of $85 million,
special charges of $85 million for headcount and other cost
reduction activities, earnings of $2 million for earnings
attributable to non-controlling interests (formerly minority
interests) and other expense -- net of $43 million, comprised
primarily of a loss of $46 million due to changes in foreign
exchange rates.

                              Cash

Consolidated cash balance as of December 31, 2009, was
$2.0 billion and excluded Equity Investees cash of $815 million.
The consolidated cash balance exceeded the September 30, 2009
consolidated cash balance of $1.8 billion, which excluded Equity
Investees cash of $798 million.  The increase in the consolidated
cash balance was primarily due to: cash from operating activities
of $114 million; cash provided by investing activities of
$75 million mainly due to proceeds from sales of business offset
by changes in restricted cash including restricted cash of $1,928
related to divestiture proceeds; partially offset by cash used in
financing activities of $46 million primarily related to a
capital repayment and net unfavorable foreign exchange impacts of
$1 million.

                     Full Year 2009 Results

For 2009, revenues were $4.09 billion compared to $7.62 billion
for 2008.  Nortel reported net earnings for 2009 of $488 million,
compared to net loss of $5.80 billion for the year 2008.

Net loss for 2009 included the amortization of intangibles of
$13 million, reorganization items of $979 million primarily
related to the gain on the divestiture to Ericsson, income tax
expense of $75 million, a currency exchange gain of $38 million,
and net earnings from discontinued operations of $201 primarily
related to the gain on the divestiture to Avaya of $756 million.

Net loss for 2008 included the amortization of intangibles of
$21 million, special charges of $251 million, a gain on sale of
business and assets of $11 million, a litigation settlement
expense of $11 million, a currency exchange loss of $38 million,
M&A related costs of $9 million, an investment impairment of
$8 million, income tax expense of $3,193 million, a goodwill
write-down of $1,571 million and a net loss from discontinued
operations of $1,175.

As previously announced, Nortel does not expect that the Company's
common shareholders or the NNL preferred shareholders will receive
any value from the creditor protection proceedings and expects
that the proceedings will result in the cancellation of these
equity interests.

A full-text copy of Nortel Networks' Fourth Quarter 2009
Financial Results filed in Form 10-K is available at the U.S.
Securities and Exchange Commission at:

           http://ResearchArchives.com/t/s?5b8e


               NORTEL NETWORKS CORPORATION
           Unaudited Consolidated Balance Sheet
                 As of December 31, 2009

ASSETS
Current assets
Cash and cash equivalents                    $1,998,000,000
Short-term investments                           18,000,000
Restricted cash and cash equivalents             92,000,000
Accounts receivable,net                         625,000,000
Inventories,net                                 183,000,000
Deferred income taxes,net                        24,000,000
Other current assets                            348,000,000
Assets held for sale                            272,000,000
Assets of discontinued operations               148,000,000
                                             ---------------
Total current assets                          3,708,000,000

Restricted cash                               1,928,000,000
Investments                                     117,000,000
Plant and equipment,net                         688,000,000
Goodwill                                          9,000,000
Intangible assets,net                            51,000,000
Deferred income taxes,net                        10,000,000
Other assets                                    177,000,000
                                             ---------------
Total assets                                 $6,688,000,000
                                             ===============

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Trade and other accounts payable               $294,000,000
Payroll and benefit-related liabilities         128,000,000
Contractual liabilities                          93,000,000
Restructuring liabilities                         4,000,000
Other accrued liabilities                       660,000,000
Long-term debt due within one year                        -
Liabilities held for sale                       205,000,000
Liabilities of discontinued operations          182,000,000
                                             ---------------
Total current liabilities                     1,566,000,000

Long-term liabilities
Long-term debt                                   41,000,000
Net liability in Equity Investee                534,000,000
Deferred income taxes,net                         7,000,000
Other liabilities                               226,000,000
                                             ---------------
Total long-term liabilities                     808,000,000

Liabilities subject to compromise             7,358,000,000
                                             ---------------
Total liabilities                              9,732,000,000

SHAREHOLDERS' DEFICIT
Common shares, without par value              35,604,000,000
Additional paid-in capital                     3,623,000,000
Accumulated deficit                          (41,876,000,000)
Accumulated other comprehensive income        (1,124,000,000)
                                             ---------------
Total Nortel Networks Corp.
shareholders' deficit                        (3,773,000,000)
                                             ---------------
Non-controlling interest                         729,000,000
                                             ---------------
Total shareholders' deficit                   (3,044,000,000)
                                             ---------------
Total liabilities and shareholders' deficit   $6,688,000,000
                                             ===============

                 NORTEL NETWORKS CORPORATION
       Unaudited Consolidated Statements of Operations
        For the Three Months Ended December 31, 2009

Revenues:
Products                                       $698,000,000
Services                                         96,000,000
                                             ---------------
                                                794,000,000

Cost of revenues:
Products                                        468,000,000
Services                                         22,000,000
                                             ---------------
                                                 490,000,000
                                             ---------------
Gross profit                                     304,000,000

Selling, general and administrative expense      158,000,000
Research and development expense                 149,000,000
                                             ---------------
Management operating margin                       (3,000,000)

Amortization of intangible assets                  4,000,000
Special charges                                            -
Gain on sale of businesses and assets              1,000,000
Goodwill impairment                                        -
Other operating expense (income), net             59,000,000
                                             ---------------
Total operating expenses                         371,000,000
                                             ---------------
Operating earnings (loss)                        (67,000,000)

Other income (expense), net                       35,000,000
Interest and dividend income                               -
Interest expense
Long-term debt                                  (74,000,000)
Other                                                     -
                                             ---------------
Earnings (loss) from operations
before reorganization items, income taxes,
equity in net earnings of associated
companies and Equity Investees                 (106,000,000)

Reorganization items, net                      1,263,000,000
                                             ---------------
Earnings (loss) from operations before
income taxes and equity in net earnings
of associated companies and Equity
Investees                                     1,157,000,000
Income tax expense                               (75,000,000)
                                             ---------------
Earnings (loss) from continuing operations
before equity in net earnings of
associated companies and Equity
Investees                                     1,082,000,000

Equity in net earnings (loss) of
associated companies, net of tax                  1,000,000

Equity in net earnings (loss) of
Equity Investee                                   3,000,000
                                             ---------------
Net earnings (loss) from
continuing operations                         1,086,000,000

Net earnings (loss) from
discontinued operations, net of tax             689,000,000
                                             ---------------
Net earnings (loss)                            1,775,000,000
                                             ---------------
Income attributable to
non-controlling interests                         2,000,000
                                             ---------------
Net earnings (loss) attributable
to Nortel Networks Corporation               $1,777,000,000
                                             ===============

                 NORTEL NETWORKS CORPORATION
       Unaudited Consolidated Statements of Operations
        For the Twelve Months Ended December 31, 2009

Revenues:
Products                                     $3,758,000,000
Services                                        330,000,000
                                             ---------------
Total revenues                                4,088,000,000

Cost of revenues:
Products                                      2,253,000,000
Services                                        103,000,000
                                             ---------------
Total cost of revenues                         2,356,000,000
                                             ---------------
Gross profit                                   1,732,000,000

Selling, general and administrative expense      698,000,000
Research and development expense                 757,000,000
Amortization of intangible assets                 13,000,000
Goodwill impairment                                        -
Special charges                                            -
Gain on sales of businesses and sales
and impairments of assets                                 -
Shareholder litigation settlement recovery                 -
Regulatory investigation expense                           -
Other operating expense (income), net            105,000,000
                                             ---------------
Operating earnings (loss)                        159,000,000

Other income (expense) - net                      48,000,000
Interest and dividend income                               -
Interest expense
Long-term debt                                 (298,000,000)
Other                                            (1,000,000)
                                             ---------------
Earnings (loss) from continuing operations
before reorganization items, income taxes
and equity in net earnings of associated
companies and Equity Investees                  (92,000,000)

Reorganization items, net                        979,000,000
                                             ---------------
Earnings (loss) from continuing operations
before income taxes, and equity in net
loss of associated companies and
Equity Investees                                887,000,000

Income tax expense                              (122,000,000)
                                             ---------------
Earnings (loss) from continuing operations
before equity in net loss of associated
companies and Equity Investees                  765,000,000

Equity in net earnings of associated
companies, net of tax                                     -

Equity in net loss of Equity Investees          (445,000,000)
                                             ---------------
Net earnings (loss) from continuing operations   320,000,000

Net earnings (loss) from discontinued
operations, net of tax                          201,000,000
                                             ---------------
Net earnings (loss)                              521,000,000
                                             ---------------
Income attributable to
non-controlling interests                       (33,000,000)
                                             ---------------
Net earnings (loss) attributable to
Nortel Networks Corporation                    $488,000,000
                                             ===============

                 NORTEL NETWORKS CORPORATION
       Unaudited Consolidated Statements of Cash Flows
         For the Three Months Ended December 31, 2009

Cash flows from (used in) operating activities:
Net loss                                    $1,777,000,000
Net loss from discontinued operations         (689,000,000)
Adjustments to reconcile net earnings (loss)
  to net cash from (used in) operating
  activities, net of effects from acquisitions
  and divestitures of businesses:
   Amortization and depreciation                 34,000,000
   Goodwill impairment                                    -
   Non-cash portion of cost reduction activities          -
   Equity in net earnings of associated
    Companies,net of tax                         (1,000,000)
   Equity in net earnings of Equity Investee     (3,000,000)
   Share-based compensation expense             (30,000,000)
   Deferred income taxes                         (6,000,000)
   Pension and other accruals                   107,000,000
   Loss (gain) on sales or write downs of
    investments, businesses and assets,net                -
   Non-controlling interests                     (2,000,000)
   Reorganization items                      (1,323,000,000)
   Other,net                                    876,000,000
   Change in operating assets and
    liabilities, excluding Global Class
    Action Settlement, net                      297,000,000
                                            ---------------
Net cash from (used in) operating
activities of continuing operations          1,037,000,000

Net cash from (used in) operating
activities of discontinued operations         (923,000,000)
                                            ---------------
Net cash from (used in) operating activities   114,000,000

Cash flows from (used in) investing activities:
Expenditures for plant & equipment              (8,000,000)
Proceeds on disposals of plant & equipment       9,000,000
Change in restricted cash &
  cash equivalents                           (1,901,000,000)
Decrease (increase) in short-term and
  long-term investments                           6,000,000
Acquisitions of investments & businesses,
  net of cash acquired                           (1,000,000)
Proceeds from sales of investments &
  businesses and assets, net                  1,085,000,000
                                            ---------------
Net cash from (used in) investing
activities of continuing operations           (810,000,000)

Net cash from (used in) investing
activities of discontinued operations          885,000,000
                                            ---------------
Net cash from (used in) investing activities    75,000,000

Cash flows from (used in) financing activities:
Dividends paid by subsidiaries to
  non-controlling interests                               -
Capital repayment to minority owners           (42,000,000)
Increase in notes payable                       15,000,000
Decrease in notes payable                      (17,000,000)
Proceeds from issuance of long term debt                 -
Repayment of long term debt                              -
Debt issuance Cost                                       -
Decrease in capital leases payable              (2,000,000)
Other financing activities                               -
                                            ---------------
Net cash from (used in) financing
activities of continuing operations            (46,000,000)

Net cash from (used in) financing activities
of discontinued operations                               -
                                            ---------------
Net cash from (used in) financing activities   (46,000,000)
                                            ---------------
Effect of foreign exchange rate changes
on cash and cash equivalents                     (1,000,000)
                                            ---------------
Net cash from (used in) continuing
operations                                     180,000,000
                                            ---------------
Net cash from (used in) discontinued
operations                                     (38,000,000)
                                            ---------------
Net increase (decrease) in cash and
cash equivalents                               142,000,000


Cash and cash equivalents at beginning
of period, net                               1,856,000,000
Less: Cash and cash equivalents of
Equity Investees                                          -
                                            ---------------
Cash and cash equivalents, beginning          1,856,000,000
                                            ---------------

Cash and cash equivalents, end of period, net 1,998,000,000
Less: Cash and cash equivalents at end of
period of discontinued operations                         -
                                            ---------------
Cash and cash equivalents at end of period   $1,998,000,000
                                            ===============

                 NORTEL NETWORKS CORPORATION
       Unaudited Consolidated Statements of Cash Flows
        For the Twelve Months Ended December 31, 2009

Cash flows from (used in) operating activities:
Net loss                                      $488,000,000
Net loss from discontinued operations         (201,000,000)
Adjustments to reconcile net earnings
(loss) to net cash from (used in) operating
activities, net of effects from acquisitions
and divestitures of businesses:
   Amortization and depreciation                191,000,000
   Goodwill impairment                                    -
   Non-cash portion of cost reduction
     activities                                  18,000,000
   Equity in net earnings of associated
    companies, net of tax                                 -
  Equity in net earnings of Equity Investee     445,000,000
  Share-based compensation expense               56,000,000
  Deferred income taxes                          16,000,000
  Pension and other accruals                    264,000,000
  Loss (gain) on sales or write downs of
   investments, businesses and assets, net        1,000,000
  Non-controlling interests                      33,000,000
  Reorganization items                       (1,058,000,000)
  Other,net                                     347,000,000
  Change in operating assets and
   liabilities, excluding Global Class
   Action Settlement, net                       676,000,000
                                            ---------------

Net cash from (used in) operating
activities of continuing operations          1,276,000,000

Net cash from (used in) operating
activities of discontinued operations         (941,000,000)
                                            ---------------
Net cash from (used in) operating activities   335,000,000

Cash flows from (used in) investing activities:
Expenditures for plant & equipment             (40,000,000)
Proceeds on disposals of plant & equipment      96,000,000
Change in restricted cash &
   cash equivalents                          (1,983,000,000)
Decrease (increase) in short-term &
  long-term investments                          46,000,000
Acquisitions of investments & businesses, net
  of cash acquired                               (2,000,000)
Proceeds from sales of investments &
  businesses and assets,net                   1,091,000,000
                                            ---------------

Net cash from (used in) investing
  activities of continuing operations          (792,000,000)
Net cash from (used in) investing
  activities of discontinued operations         898,000,000
                                            ---------------
Net cash from (used in) investing activities   106,000,000

Cash flows from (used in) financing activities:
Dividends paid by subsidiaries to
  non-controlling interests                      (6,000,000)
Capital repayment to minority owners           (71,000,000)
Increase in notes payable                       51,000,000
Decrease in notes payable                      (93,000,000)
Proceeds from issuance of long-term debt                 -
Repayment of long-term debt                              -
Debt issuance Cost                                       -
Decrease in capital leases payable              (9,000,000)
Other financing activities                               -
                                            ---------------
Net cash from (used in) financing
activities of continuing operations           (128,000,000)

Net cash from (used in) financing activities
of discontinued operations                      (1,000,000)
                                            ---------------
Net cash from (used in) financing activities  (129,000,000)
                                            ---------------

Effect of foreign exchange rate changes
on cash and cash equivalents                     50,000,000
                                            ---------------
Net cash from (used in) continuing operations   406,000,000

Net cash from (used in) discontinued operations (44,000,000)
                                            ---------------
Net increase (decrease) in cash &
cash equivalents                               362,000,000

Cash and cash equivalents at beginning
of period, net                                2,397,000,000
Less: Cash and cash equivalents of
Equity Investees                              (761,000,000)
                                            ---------------
Cash and cash equivalents, beginning          1,636,000,000
                                            ---------------

Cash and cash equivalents, end or period, net 1,998,000,000
Less: Cash and cash equivalents at end of
period of discontinued operations                        -
                                            ---------------
Cash and cash equivalents, end               $1,998,000,000
                                            ===============

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTH AMERICAN TECHNOLOGIES: Files for Chapter 11 in Texas
----------------------------------------------------------
North American Technologies Group Inc. and its operating unit
TieTek LLC filed for Chapter 11 on March 18 in Plano, Texas
(Bankr. E.D. Tex. Case No. 10-20071).

TieTek LLC is a manufacturer of composite railroad ties from
Marshall, Texas.  The Company says that its products, made from
recycled plastic and automobile tires, last up to 40 years.

TieTek listed assets of $10.15 million against debt
totaling $61.59 million, including $16.2 million owing to secured
creditor Opus 5949 LLC.

North American Technologies listed $2.1 million in assets and
$23 million in debt, including the same secured claim.  According
to Bloomberg's Bill Rochelle, North American's financial
statements showed a $3.9 million net loss for nine months ended
June 28 on net sales of $19.2 million.

The secured creditor is consenting to the use of cash, according
to the Bloomberg report.

Michael R. Rochelle, Esq., at Rochelle McCullough L.L.P.,
represents the Debtor in their Chapter 11 effort.


OCEANAIRE INC: Landry's to Buy Assets Through Chapter 11 Plan
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Oceanaire Inc. has an
approved disclosure statement telling unsecured creditors with
$4.3 million in claims how they should recover 80 percent.
The reorganization plan, developed alongside the Official
Committee of Unsecured Creditors, calls for selling the equity to
Landry's Restaurants Inc.  The buyer will pay $16.8 million of
secured debt in full, plus $6.6 million for distribution to
unsecured creditors and others.

According to the report, there will be an opportunity for other
buyers to submit competing offers.  If the price goes high enough,
there could be a dividend for Oceanaire's stockholders.

The confirmation hearing for approval of the plan is scheduled for
April.

The Oceanaire Inc. is a seafood restaurant chain founded by Edina,
Minneapolis-based Parasole Restaurant Holdings Inc. in 1999.
Parasole spun off the concept two years later.  It operates a
downtown Denver eatery.

The Oceanaire Texas Restaurant Company, L.P., dba The Oceanaire
Seafood Room, and five affiliates, including Oceanaire Inc., filed
for Chapter 11 on July 5, 2009 (Bankr. N.D. Tex. Lead Case No. 09-
34262). Mark Joseph Elmore, Esq., and Robert Dew Albergotti, Esq.,
at Haynes and Boone, LLP, represent the Debtor in their Chapter 11
effort.  Oceanaire's petition estimated assets of $1,000,001 to
$10,000,000 against debts of $10,000,001 to $50,000,000 as of the
filing.


OPTI CANADA: Sets Annual Shareholders' Meeting for April 29
-----------------------------------------------------------
OPTI Canada Inc. said the annual meeting of the shareholders will
be held at The Metropolitan Centre, 333 Fourth Avenue S.W.,
Calgary, Alberta at 9:30 a.m., on April 29, 2010.

The meeting will have the following purposes:

   * to receive the financial statements of the Corporation for
     the financial year ended December 31, 2009, together with the
     report of the auditors;

   * to elect directors of the Corporation;

   * to appoint the auditors of the Corporation; and

   * to transact such other business as may properly come before
     the meeting or any continuation of the meeting after an
     adjournment.

Shareholders who are unable to attend the meeting in person and
who wish to ensure that their shares will be voted are requested
to submit a proxy in accordance with the instructions set out in
the form of proxy and in the Proxy Circular accompanying this
notice.  Also, the Proxy Circular contains detailed information
relating to the matters to be addressed at the meeting.

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  The first project, Phase 1 of
Long Lake, consists of 72,000 barrels per day of SAGD (steam
assisted gravity drainage) oil production integrated with an
upgrading facility.  The upgrader uses the OrCrude(TM) process
combined with commercially available hydrocracking and
gasification.  Through gasification, this configuration
substantially reduces the exposure to and the need to purchase
natural gas.  On a 100% basis, the Project is expected to produce
58,500 bbl/d of products, primarily 39 degree API Premium Sweet
Crude with low sulphur content, making it a highly desirable
refinery feedstock.  Due to its premium characteristics, the
Company expects PSC(TM) to sell at a price similar to West Texas
Intermediate (WTI) crude oil.  The Long Lake Project is being
operated in a joint venture with Nexen Inc.  OPTI holds a 35%
working interest in the joint venture. OPTI's common shares trade
on the Toronto Stock Exchange under the symbol OPC.

                            *     *     *

As reported by the Troubled Company Reporter on November 18, 2009,
Moody's Investors Service lowered OPTI Canada's Caa1 Corporate
Family Rating to Caa2, and Caa1 $1.75 billion second lien notes
rating to Caa3.  Moody's also assigned a B1 rating to OPTI's
proposed C$150 million secured revolver and a B2 rating to its
proposed secured notes issue.  The rating outlook remains
negative.  The ratings on the existing C$350 million revolver will
be withdrawn when the new C$150 million revolver closes.

The TCR also said November 18, 2009, Standard & Poor's Ratings
Services assigned its 'B+' debt rating to OPTI Canada Inc.'s
proposed US$425 million senior secured notes due 2012, and its
C$150 million secured revolving credit facility.  (The closing of
the new credit facility is subject to the notes' sale.)  S&P will
withdraw the ratings on OPTI's existing C$350 million credit
facility when the proposed credit facility closes.  S&P also
assigned a '1' recovery rating to the notes and credit facility,
indicating S&P's expectations of very high (90%-100%) recovery in
the event of a default.  S&P views the sale of the proposed notes
as neutral to OPTI's credit profile.


ORLEANS HOMEBUILDERS: Board Retains PMCM as Fin'l Advisor
---------------------------------------------------------
Orleans Homebuilders, Inc.'s Board of Directors approved the
retention of PMCM, LLC, an affiliate of Phoenix Management
Services, Inc., on March 16, 2010, but retroactive to March 4,
2010, to act as the Company's restructuring financial advisor as
the Company seeks a restructuring plan that focuses on maximizing
enterprise value for all constituents after filing for Chapter 11
Bankruptcy protection on March 1, 2010.  The retention of Phoenix
Management is subject to Bankruptcy Court approval.

In connection with the retention of Phoenix Management, the
Company's Board also appointed Mr. Mitchell B. Arden, Managing
Director and Shareholder of Phoenix Management, as the Company's
Chief Restructuring Officer pursuant to the terms of Company's
interim debtor-in-possession financing approved by the Bankruptcy
Court and subject to Bankruptcy Court approval.  Mr. Arden will
report to the Board of Directors.  Specifically, the Chief
Restructuring Officer, and his additional temporary staff from
Phoenix Management will provide certain services, including but
not limited to: the implementation of the restructuring plan,
including assisting in consummating the sale of the Company to
maximize enterprise value; communications and negotiations with
Orleans' bank lenders and their advisors; communications and
coordination with the U.S. Trustee, the unsecured creditors
committee, as well as other parties of interest; overseeing the
preparation, monitoring, modifying of the Company's cash flow
forecasts, as well as the disbursements of cash; and overseeing
the preparation, monitoring and modification of all bankruptcy
reporting.

Working collaboratively with Mr. Arden is Mr. Vince J. Colistra,
also of Phoenix Management, who will, in conjunction with Orleans'
investment banking professionals, BMO Capital Markets Corp., its
mergers and acquisitions consultant, Lieutenant Island Partners
LLC, its existing senior management and other interested parties,
explore a sale of all or substantially all of the Company's assets
subject to an auction process pursuant to the Bankruptcy Code.

                            About PMCM, LLC

Phoenix Management Services is an operationally-focused advisory
firm based in Chadds Ford, PA, which provides turnaround, crisis
and interim management and capital advisory services to middle
market companies in transition.  Since 1985, Phoenix Management
has aggressively advocated on behalf of their clients in more than
950 assignments nationwide by providing tangible operating
solutions, effecting real change and performance improvement.

                    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.


OVERSEAS SHIPHOLDING: Moody's Affirms 'Ba2' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed its Ba2 Corporate Family and
Ba2 Probability of Default ratings of Overseas Shipholding Group,
Inc.  In a related action, Moody's downgraded the rating for the
company's senior unsecured debt to Ba3 from Ba2 and changed the
ratings outlook to negative.  Moody's also assigned an SGL-2
Speculative Grade Liquidity Rating, reflecting OSG's good
liquidity profile.

The affirmation of the corporate family and probability of default
ratings looks through the weak credit metrics at year end 2009
that resulted from the year's exceptionally low freight rates and
considers the prospects for some improvement in metrics in coming
periods.  OSG has effectively managed its fleet and operations
through the trough.  Its leading market position, good liquidity
and the high operating leverage of the VLCC fleet help to mitigate
ratings pressure of credit metrics that have been indicative of
lower rated corporate families.

OSG operates in a highly cyclical business, and Moody's seeks to
position its ratings to balance trough periods when credit metrics
might be weak for the assigned rating against peak periods when
credit metrics might be suggestive of a higher rating.  The change
in outlook to negative considers that despite improving trends OSG
could be challenged to restore credit metrics to levels that the
company had achieved in prior upturns.  "Moody's believes that
OSG's fleet diversification strategy has had the unintended
consequence of weakening its credit profile." said Moody's Senior
Analyst, Jonathan Root.  "This strategy has increased exposure to
the international product carrier and U.S. Jones Act markets, each
of which typically produces margins and returns on assets that are
weaker as compared to those generated by OSG's traditional crude
vessels trading spot," continued Root.  Notwithstanding this
shift, Moody's believes that OSG's default probability has not
meaningfully increased.  Moody's expects tanker market
fundamentals to strengthen in 2010 and again in 2011.  However,
Moody's does not expect annual average spot freight rates to reach
their long-run averages in 2010, levels needed to shorten the time
required to restore credit metrics to levels more supportive of
the Ba2 rating level.  For example, Very Large Crude Carriers have
earned about $55,000 per day, on average, over the last 10 to 15
years; average VLCC rates are likely to approach but fall short of
the $50,000 level in 2010.

The downgrade of the senior unsecured rating results from Moody's
application of its Loss Given Default Rating Methodology and is a
consequence of a shift in the composition of OSG's debt capital,
to one with a higher proportion of senior secured debt.

The assignment of the SGL-2 Speculative Grade Liquidity rating
reflects OSG's good liquidity.  Moody's expects unrestricted cash
to remain above $200 million and availability under the two
revolvers to remain above $900 million.  Capital expenditures for
fleet expansion are expected to moderate after 2010, which should
relieve pressure on OSG's free cash flow profile, although the
pace and scope of future fleet expansion will help dictate the
longer term path of free cash flow generation.

The Ba2 rating considers OSG's position as a market leader in the
majority of its trades, the employment of the majority of its spot
rate vessels in tanker pools, and its good liquidity.  Supportive
long-term fundamentals of the marine transportation sectors that
OSG serves and the high operating leverage of the crude fleet
further support the Ba2 ratings.  Pool trading results in OSG's
vessels earning relatively higher freight rates throughout the
shipping cycle because this increases the number of backhauls each
vessel obtains in a given period.  The Ba2 rating also recognizes
OSG's chartering policy that provides a meaningful level of
coverage of its commitments under charters-in from charters-out.
Its charter-out book helps support cash flow from operations at
levels that reduce the freight rates its spot rate vessels require
for it to comfortably service its debt.

The inability to achieve and sustain a stronger credit metrics
profile could adversely affect the ratings.  The current ratings
anticipate that over the next 12 to 18 months OSG will demonstrate
meaningful improvement in its credit metrics to levels that are
more supportive of the assigned ratings.  Absent such improvement
ratings would be subject to downward pressure as reflected by the
negative outlook.  Debt to EBITDA that remains above 5.5 times,
FFO + Interest to Interest that remains below 3.5 times or
Retained Cash Flow to Net Debt sustained below 15% beyond 2010
could confirm the structural shift in the credit profile towards
that of lower rated corporate families.  Since OSG's good
liquidity is an important supportive factor, the ratings could be
downgraded if it sustains unrestricted cash below $200 million.
Further increases in debt, either from acquisitions, vessel
purchases or additional charters-in that do not produce offsetting
improvement in operating results could also result in a downgrade
as could a share repurchase program.

Demonstrated improvement in credit metrics would be required
before Moody's would consider stabilizing the outlook.  For
example, Moody's would look for Debt to EBITDA to approach 4.5
times, FFO + Interest to Interest to approach 4.0 times and
Retained Cash Flow to Net Debt to approach 18%.  The adoption of a
more conservative capital structure that sustains a lower
proportion of debt could help to restore the credit metrics
profile and could also lead to the stabilization of the outlook.

The last rating action was on August 3, 2009, when Moody's
downgraded the ratings to Ba2 from Ba1 and stabilized the ratings
outlook.

Downgrades:

Issuer: Overseas Shipholding Group, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to a
     range of Ba3, LGD5, 76% from a range of Ba2, LGD4, 60%

Assignments:

Issuer: Overseas Shipholding Group, Inc.

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

Issuer: Overseas Shipholding Group, Inc.

  -- Outlook, Changed To Negative From Stable

Overseas Shipholding Group, Inc., headquartered in New York City,
NY, is one of the largest publicly traded tanker companies in the
world, engaged primarily in the ocean transportation of crude oil
and petroleum products.


PALM INC: Financial Woes May Boost Takeover Bids by Rivals
----------------------------------------------------------
Palm Inc.'s financial woes may present a takeover opportunity for
its rivals.  Paul R. La Monica at CNNMoney.com says Palm's market
value has sunk to under $1 billion and it is possible that a
suitor might finally think the price is right.

According to Mr. La Monica, analysts say there's still some value
in Palm, even if you look beyond its slumping hardware sales.  The
company's patents and mobile operating system webOS could make it
an attractive fit for a rival.

Mr. La Monica relates that Dell and Hewlett-Packard have been
mentioned as potential acquirers, since neither of them has a
significant presence in the mobile device world.  Nokia,
Microsoft, Apple and Google have been cited as possible buyers,
according to CNNMoney.com.

According to Reuters, Palm Chief Executive Jon Rubinstein has
downplayed talk that has been swirling around the company for
months about an acquisition of Palm.

Reuters reports Avian Securities analyst Matt Thornton expects
Palm to be acquired or taken private.  "The window is closing,
there's no question.  They've got cash burn going against them and
they've got competition going against them," said Mr. Thornton,
Reuters relates.  "I just don't see what changes here."

Palm, Inc., last week reported a net loss of $18.529 million for
the fiscal third quarter ended February 28, 2010, from a net loss
of $95.023 million for the same period ended February 28, 2009.
Palm posted a net loss of $108.281 million for the nine months
ended February 28, 2010, from a net loss of $640.670 million for
the same period a year ago.

Palm said total revenues on a GAAP basis in the third quarter of
fiscal year 2010 were $349.9 million.  Gross profit and gross
margin on a GAAP basis were $47.0 million and 13.4%, respectively.

"Our recent underperformance has been very disappointing, but the
potential for Palm remains strong," said Mr. Rubinstein.  "The
work we're doing to improve sales is having an impact, we're
making great progress on future products, and we're looking
forward to upcoming launches with new carrier partners.  Most
importantly, we have built a unique and highly differentiated
platform in webOS, which will provide us with a considerable --
and growing -- advantage as we move forward."

The company shipped a total of 960,000 smartphone units during the
quarter, representing a 23% increase from the second quarter of
fiscal year 2010 and an almost 300% increase versus the third
quarter of fiscal year 2009.  Smartphone sell-through for the
third quarter was 408,000 units, down 29% from the second quarter
of fiscal year 2010 and down 15% year-over-year.

As of February 28, 2010, Palm had total assets of $1.007 billion;
total current liabilities of $601.133 million; Long-term debt of
$387.000 million; Non-current deferred revenues of
$19.001 million; Non-current tax liabilities of $6.286 million;
Series B redeemable convertible preferred stock of
$272.961 million; and Series C redeemable convertible preferred
stock of $18.782 million; resulting in stockholders' deficit of
$297.926 million.

The company's cash, cash equivalents and short-term investments
balance was $591.9 million at the end of the third quarter of
fiscal year 2010.  Cash used from operations for the third quarter
of fiscal year 2010 was $(0.5) million.

A full-text copy of Palm's earnings release is available at no
charge at http://ResearchArchives.com/t/s?5b61

                        About Palm Inc.

Sunnyvale, California-based Palm, Inc. (NASDAQ: PALM) creates
intuitive and powerful mobile experiences that enable consumers
and businesses to connect to their information in more useful and
usable ways.  Palm products are sold through select Internet,
retail, reseller and wireless operator channels, and at the Palm
online store at http://www.palm.com/store

                          *     *     *

As reported by the Troubled Company Reporter on March 5, 2010,
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating and other ratings on Palm Inc. and revised the
ratings outlook to negative from positive.  "The action reflects
the company's announcement that revenues in the February 2010
quarter and fiscal year ending May 2010 will be well below earlier
expectations," said Standard & Poor's credit analyst Bruce Hyman.


PANOCHE VALLEY: Court Denies Dismissal of Reorganization Case
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
denied the U.S. Trustee's motion to dismiss Panoche Valley, LLC's
Chapter 11 case.

The U.S. Trustee for Region 15 sought for the dismissal of the
Debtor's Chapter 11 case due to the Debtor's failure to appear at
the Section 341(a) meeting.

San Diego, California-based Panoche Valley, LLC, filed for Chapter
11 bankruptcy protection on December 23, 2009 (Bankr. S.D. Calif.
Case No. 09-19670).  Thomas C. Nelson, Esq., who has an office in
San Diego, California, 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.


PANOCHE VALLEY: U.S. Trustee Unable to Form Creditors Committee
---------------------------------------------------------------
Tiffany L. Carroll, the U.S. for Region 15, notified the U.S.
Bankruptcy Court for the Southern District of California that she
was unable to appoint an official committee of unsecured creditors
in the Chapter 11 case of Panoche Valley, LLC.

The U.S. Trustee related that there were insufficient indications
of willingness from the unsecured creditors to serve in the
committee.

San Diego, California-based Panoche Valley, LLC, filed for Chapter
11 bankruptcy protection on December 23, 2009 (Bankr. S.D. Calif.
Case No. 09-19670).  Thomas C. Nelson, Esq., who has an office in
San Diego, California, 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.


PET DRX: Receives NASDAQ Delisting Determination Notice
-------------------------------------------------------
Pet DRx Corporation received a letter from The NASDAQ Stock Market
indicating that the Company is not in compliance with the minimum
bid price requirement for continued listing set forth in NASDAQ
Marketplace Rule 5550(a)(2) (the "Minimum Bid Price Rule"), and as
a result the Company's common stock is subject to suspension from
trading and delisting from The NASDAQ Capital Market at the
opening of business on March 25, 2010, unless the Company requests
a hearing by March 23, 2010 in accordance with the NASDAQ
Marketplace Rules.  The Minimum Bid Price Rule requires that the
bid price of the Company's common stock remain above $1.00 for
continued inclusion in The NASDAQ Capital Market.

The Company initially received notification from the NASDAQ Staff
of its noncompliance with the minimum bid price rule on September
15, 2009 and in accordance with Marketplace Rule 5810(c)(3)(A) had
180 calendar days to regain compliance.  The Company was unable to
regain compliance prior to March 15, 2010.

The Company plans to request a hearing before the NASDAQ Listing
Qualifications Panel to appeal the Staff determination to delist
the Company's common stock.  The hearing date will be determined
by NASDAQ and should occur within 45 days from the date the
Company requests the hearing.  The request for a hearing will stay
the Staff determination to delist the Company's common stock until
the NASDAQ Listing Qualification Panel renders a determination
following the hearing.

Mr. Gene Burleson, Chairman and Chief Executive Officer of Pet
DRx, commented, "We value our NASDAQ listing and will submit a
plan to the Panel which will likely include consummation of a
reverse stock split that was previously approved by the
stockholders of the Company, subject to approval by the Company's
board, during its annual meeting held in July 2009.  While there
can be no assurance that NASDAQ will grant the Company its request
for continued listing, we are optimistic that we will regain
compliance with the NASDAQ minimum bid price requirement and
expect that NASDAQ will grant the Company its request for
continued listing."

                           About Pet DRx

Pet DRx Corporation provides veterinary primary care and
specialized services to companion animals through a network of
fully-owned veterinary hospitals.  The Company currently owns and
operates 23 leading veterinary hospitals in the state of
California, which it has organized into unique, regional 'hub-and-
spoke' networks.  Pet DRx provides a full range of general medical
treatments for companion animals, including (i) preventive care,
such as examinations, vaccinations, spaying/neutering and dental
care and (ii) a broad range of specialized diagnostic and medical
services, such as internal medicine, surgery, cardiology,
ophthalmology, dermatology, oncology, neurology, x-ray, ultrasound
and other services.


PHEASANT RUN: Asks for OK to Use Republic Bank's Cash Collateral
----------------------------------------------------------------
Pheasant Run Apartments, L.P., has sought authorization from the
U.S. Bankruptcy Court for the Southern District of Indiana to use
the cash collateral of Republic Bank, through April 10, 2010.

The Bank may be asserting an interest in the Debtor's rent
receivables as cash collateral.  The Bank asserts claims, also
purportedly secured by all moneys, credits or other property now
or hereafter held by the Bank on deposit or otherwise belonging to
the Debtor and by all proceeds or rents derived from the Debtor's
184-unit apartment complex, pursuant to a certain note from the
Debtor in favor of the Bank in the original principal amount of
$9,920,000 and Commercial Mortgage, Security Agreement and
Assignment of Leases and Rents each dated March 3, 2008.  As of
the commencement of the Debtor's Chapter 11 case, the Debtor had
approximately $44,409 in cash deposited in an account at the Bank.
The monthly rents the Debtor collects from its tenants are
routinely deposited in the account at the Bank.

Scott N. Schreiber, Esq., at Stahl Cowen Crowley Addis, LLC, the
attorney for the Debtor, explains that the Debtor needs the money
to fund its Chapter 11 case, pay suppliers and other parties.  The
Debtor will use the collateral pursuant to a budget, a copy of
which is available for free at:

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

In exchange for using the cash collateral, the Debtors propose to
grant the Bank valid, perfected, enforceable security interests in
and to the Debtor's post-petition assets which aren't or hereafter
become property of the estate, to the extent of its alleged
prepetition liens, if valid, and to the extent of the Debtor's use
of cash collateral.

The Bank has objected to the Debtor's request to use the cash
collateral, saying that the Debtor's attached budget doesn't
indicate that it can adequately protect the Bank's interest in the
cash collateral proposed to be utilized by the Debtor in its
ongoing operations.  The Bank asks that it be granted replacement
liens.

The Bank is represented by Kroger, Gardis & Regas, LLP

Indianapolis, Indiana-based Pheasant Run Apartments, L.P.,
operates a 20-acre, 184-unit apartment complex.  The Company filed
for Chapter 11 bankruptcy protection on March 11, 2010 (Bankr.
S.D. Ind. Case No. 10-03060).  Scott N. Schreiber, Esq., at Stahl
Cowen Crowley, LLC, assists the Company in its restructuring
effort.  According to the schedules, the Company has assets of
$10,711,300, and total debts of $10,463,300.


PHILADELPHIA NEWSPAPERS: Appeals Court Bars Credit Bids at Auction
------------------------------------------------------------------
The United States Court of Appeals for the Third Circuit, in a 96-
page opinion, has allowed Philadelphia Newspapers LLC to pursue a
sale process that would bar credit bidding by secured lenders.

"Because subsection (iii) of Section 1129(b)(2)(A) unambiguously
permits a debtor to proceed with any plan that provides secured
lenders with the 'indubitable equivalent' of their secured
interest in the assets and contains no statutory right to credit
bidding, we will affirm the District Court's approval of the
proposed bid procedures," Circuit Judge D. Michael Fisher wrote in
the Opinion.  Two of three circuit judges entered a ruling in
favor of barring the lenders from credit bidding.  One dissented.

A copy of the Third Circuit Ruling is available for free at:

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

"This is not the death of credit bidding," Lawrence McMichael, a
lawyer for the publisher, said of the ruling in a phone interview
with Bloomberg.  "What this decision means to the lending industry
is that there is more flexibility for debtors in tailoring the
sales process to get the highest value in their circumstance."

"This ruling will create a fair and level playing field for all
potential bidders and ensure that the true value of the company
will be established by the market," Brian Tierney, chief executive
officer of Philadelphia Newspapers, said in a statement.

Last week, U.S. Bankruptcy Judge Stephen Raslavich set an auction
date for April 27.

             Bankruptcy Court & District Court Rulings

Philadelphia Newspapers took an appeal to the District Court from
the Bankruptcy Court's ruling that gives secured lenders the right
to use debt they are owed as part of their bid to acquire the
Company.  In an opinion entered November 10, 2009, District Judge
Eduardo C. Robreno reversed the October 8 ruling by the Bankruptcy
Court.  As a result, Philadelphia Newspapers can hold an auction
where the secured lenders must bid cash and cannot submit a credit
bid ifintends to participate in the auction.

Citizens Bank of Pennsylvania and a Steering Group of Prepetition
Secured Lenders appealed the District Court's ruling to the Third
Circuit, which stayed the auction pending the appeal.  The Lenders
had asked the appeals court to determine what rights a secured
lender has when its collateral is sold pursuant to Section
1123(a)(5)(D).

The Company is contemplating on selling its business to a group of
local investors, including Bruce E. Toll, absent higher and better
bids for the assets.  The investor group Philly Papers LLC is
offering $30 million cash plus a combination of payment of certain
expenses and assumption of liabilities that will yield gross
proceeds to the estates of $41 million.  The Debtor opposed a
credit bid by lenders owed more than $400 million, saying that it
would have a "chilling effect" on competing bidders.  A credit bid
would easily top the offer by Mr. Toll.

                        The Chapter 11 Plan

Philadelphia Newspapers has already obtained approval of the
disclosure statement explaining the Plan and is now soliciting
votes on the Plan.

The Plan is based upon a sale of all of the Debtors' business to
Bruce E. Toll-led Philly Papers LLC, subject to higher and better
offers.  According to the disclosure statement explaining the
Plan, with the sale of the Debtors' business to Bruce Toll,
holders of secured claims, including $66 million, senior secured
claims, will recover 100 cents on the dollar.  Holders of
$350 million prepetition unsecured debt claims will recover less
than 1% of their claims.  Holders of prepetition unsecured trade
claims will recover up to 6%.  The Plan allocates $750,000
liquidating trust in favor of general unsecured trade creditors
and a 3% distribution of equity interests in Philly Papers to
holders of unsecured prepetition claims other than general trade
creditors.

A copy of the Debtors' Disclosure Statement is available for free
at http://bankrupt.com/misc/PhillyNews_DiscStatement.pdf

A copy of the Debtors' Insider Chapter 11 Plan is available for
free at http://bankrupt.com/misc/PhillyNews_Ch11Plan.pdf

                   About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Mark K. Thomas, Esq., and Paul V.
Possinger, Esq., at Proskauer Rose LLP in Chicago, Illinois; and
Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq.,
and Anne M. Aaronson, Esq., at Dilworth Paxson LLP, in
Philadelphia, Pennsylvania, serve as bankruptcy counsel.  The
Debtors' financial advisor is Jefferies & Company Inc.  The Garden
City Group, Inc., serves as claims and notice agent.

Ben Logan, Esq., at O'Melveny & Myers LLP in Los Angeles,
California; and Gary Schildhorn, Esq., at Eckert Seamans Cherin &
Mellott, LLC in Philadelphia, represent the Official Committee of
Unsecured Creditors.  Fred S. Hodara, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP in
New York, represent the Steering Group of Prepetition Secured
Lenders.

Philadelphia Newspapers listed assets and debts of $100 million to
$500 million in its bankruptcy petition.


PINNACLE GAS: Receives Non-Compliance Notification From Nasdaq
--------------------------------------------------------------
Pinnacle Gas Resources, Inc., received written notice from The
Nasdaq Stock Market, Inc., that because the Company has not
regained compliance with the $1.00 minimum bid price requirement
in Listing Rule 5450(a)(1) by the March 16, 2010 expiration of the
180-day compliance period for this requirement, the Company's
common stock would be delisted from The Nasdaq Global Market
unless the Company requests an appeal of this determination to a
Nasdaq Hearings Panel (the "Panel") no later than 4:00 p.m.
Eastern Time on March 23, 2010.

On March 22, 2010, the Company requested such an appeal, which
request automatically delayed the delisting of the Company's
common stock at least until the Panel issues a decision.  The
Panel has the discretion to grant the Company up to 180 additional
calendar days from its March 16, 2010 notice in which to satisfy
the $1.00 per share bid price requirement.  There can be no
assurance that the Panel will grant an extension or that the
Company will be able to comply with the conditions of any
extension by the Panel's decision date or by the expiration of any
extension the Panel grants.

                          About Pinnacle

Pinnacle Gas Resources, Inc., is an independent energy company
engaged in the acquisition, exploration and development of
domestic onshore natural gas reserves.  It focuses on the
development of coalbed methane (CBM) properties located in the
Rocky Mountain region.  Pinnacle holds CBM acreage in the Powder
River Basin in northeastern Wyoming and southern Montana as well
as in the Green River Basin in southern Wyoming.  Pinnacle Gas
Resources was founded in 2003 and is headquartered in Sheridan,
Wyoming.


PLAINS EXPLORATION: S&P Cuts Senior Unsec. Debt Rating to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Plains Exploration & Production Co.'s senior unsecured debt to
'BB-' from 'BB'.  At the same time, S&P revised the recovery
rating on this debt to '5', which indicates S&P's expectation of
modest (10%-30%) recovery in the event of a payment default, from
'4'.  The 'BB' corporate credit rating on PXP remains unchanged.
The outlook is negative.

"S&P lowered the ratings on PXP's senior unsecured debt to reflect
its view of the debt's diminished recovery prospects," said
Standard & Poor's credit analyst Lawrence Wilkinson.  S&P based
the revision on its review of anticipated default recoveries
utilizing its standard oil and gas pricing assumptions.  The size
and composition of the company's reserve base (a critical
component of its default recovery estimates) have grown at a pace
that has trailed increases in the company's unsecured
indebtedness.  Consequently, S&P believes the intrinsic recovery
prospects for bondholders to be lower than previously assumed.

                            Rating List

                Plains Exploration & Production Co.

        Corporate Credit Rating             BB/Negative/--

             Ratings Lowered; Recovery Rating Revised

                Plains Exploration & Production Co.

                                            To           From
                                            --           ----
       Senior Unsecured                     BB-          BB
         Recovery Rating                    5            4


PMI MORTGAGE: S&P Affirms Counterparty Credit Ratings at 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
counterparty credit and financial strength ratings and negative
outlook on PMI Mortgage Insurance Co. Ltd. and its 'B+' financial
strength rating and negative outlook on PMI Insurance Co.

Standard & Poor's subsequently withdrew the ratings on PIC and PMI
Europe at the company's request.

These actions have no impact on the ratings on PMI Group Inc. or
PMI Mortgage Insurance Co.

"The outlook on both companies, consistent with the outlook on
PMI, was negative," said Standard & Poor's credit analyst Ron
Joas.  "The negative outlook reflected the potential for ongoing
and increased losses because of the macroeconomic environment."
If the economy both here in the U.S. and overseas were to
experience another setback, delaying the recovery from the
recession, delinquencies and resulting losses could place ever
increasing strain on PMI's capital.  If this were to happen, PMI
and its core entities could experience further downgrades as PMI's
capital erodes more quickly, in an extreme case potentially
threatening the viability of these companies as going concerns.
Conversely, if macroeconomic conditions improve, resulting in
decreased notices of new delinquencies and expected losses, S&P
could affirm the ratings on PMI.


PRESERVE LLC: Ch. 11 Case Transferred to Los Angeles Division
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
closed the Chapter 11 case of The Preserve, LLC, due to transfer
of district from the Riverside Division to the Los Angeles
Division.

The new case number assigned is 10-18429.

Riverside, California-based The Preserve, LLC, is in the business
of acquiring and making real estate investments.  The Company
filed for Chapter 11 relief on Sept. 25, 2008 (Bankr. C.D. Calif.
No. 08-23006).  Jeffrey W. Broker, Esq., at Broker & Associates
Professional Corporation represents the company as counsel.  The
company listed assets of $100 million to $500 million and debts of
$10 million to $50 million.


RATHGIBSON INC: U.S. Trustee Opposes Sale Break-Up Fees
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the U.S. Trustee in
Delaware is complaining that RathGibson Inc. is proposing break-up
fees and expenses that are too high.  RathGibson intends to hold a
May 19 auction to test whether there is a better offer to underlay
a Chapter 11 plan.  The U.S. Trustee says that the proposed
break-up fee and expense reimbursement, $5.54 million, equals 5.9%
of the sale price, or more than Delaware bankruptcy courts
ordinarily allow.

As reported by the TCR on March 12, 2010, RathGibson Inc. and its
affiliates filed a modified Chapter 11 plan on March 8
incorporating a settlement with creditor groups and calling for a
sale of the business for $93 million cash to noteholders, absent
higher and better bids.

The sale of the assets is an integral part of the Second Amended
Plan and consummation of the Plan is dependent upon consummation
of the sale.  The asset purchase agreement with RathGibson
Acquisition Co., LLC, the entity formed by secured lenders and
holders of unsecured notes, requires confirmation of the Plan by
June 1.

Under the Plan, the Debtors intend to sell substantially all of
their assets, make distributions to holders of allowed claims and
certain equity interests, and effect the wind down of the estates.

A copy of the Second Amended Plan is available for free at:

    http://bankrupt.com/misc/RathGibson_2nd_Plan.pdf

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

    http://bankrupt.com/misc/RathGibson_2nd_DiscStatement.pdf

The Debtors initially anticipated exiting chapter 11 in the fourth
quarter of 2009.  Debtors RathGibson Inc. and Greenville Tube
Company filed a Joint Chapter 11 Plan and Disclosure Statement on
the Petition Date.  An amended version of the disclosure statement
explaining the plan was approved by the Court in August 2009.

Following the solicitation of votes with respect to the Plan, the
Debtors determined it was appropriate to amend the Plan to, among
other things, provide for the inclusion of RG Tube Holdings LLC
and RGCH Holdings Corp. in the Plan, implement a more tax
efficient restructuring, and settle and compromise certain
potential intercompany and intercreditor disputes.

                         About RathGibson

Headquartered in Lincolnshire, Illinois, RathGibson Inc. --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/
and http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line).  In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel.  Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors.  Kelley Drye & Warren LLP serves as special corporate
counsel.  Garden City Group is claims and notice agent.  The
petition says that Rathgibson has assets and debts of $100 million
to $500 million.

Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T.
Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington
Trust FSB, as administrative agent, and an ad hoc committee of
certain holders of Senior Notes.  Attorneys at Richards, Layton &
Finger P.A., also represent the ad hoc noteholders committee.


REGENT COMMUNICATIONS: U.S. Trustee Objects to Proposed Plan
------------------------------------------------------------
Santosh Nadgir at Reuters says a U.S. trustee protested the
request to waive a shareholder vote on the proposed reorganization
plan filed by Regent Communications Inc., arguing that
shareholders have the right to receive the disclosure statement
and vote on the Company's plan.

According to the report, Regent's plan will cut its debt by $87
million.  Present shareholders are entitled get a pro rata portion
of $5.5 million in cash under the Plan.  The Plan proposes to
transfer ownership of the company to its lender and pay unsecured
creditors in full.

Reuters adds that Resilient Partners LP is planning to object to
the company' plan and may file a competing plan.

Headquartered in Cincinnati, Ohio, Regent Communications, Inc., is
a radio broadcasting company that acquires, develops, and operates
radio stations.  There are 47 subsidiary entities with 62 radio
stations in markets in Colorado, Illinois, Indiana, Kentucky,
Louisiana, Michigan, Minnesota, New York, and Texas.  Regent
Communications focuses on radio stations in mid-sized market that
are diversified in terms of geographic location, target
demographics and format in order to minimize the effects of
downturns in specific markets and changes in format preferences.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Delaware Case No. 10-10632).  Michael R. Nestor,
Esq., at Young Conaway Stargatt & Taylor, assists the Company in
its restructuring effort.  As of January 31, 2010, the Company had
$166,506,000 in assets and $211,282,000 in liabilities.


RIO VISTA ENERGY: Delisted at Nasdaq Effective March 1
------------------------------------------------------
The Nasdaq Stock Market, Inc., determined to remove from listing
the common stock of Rio Vista Energy Partners, L.P., effective at
the opening of the trading session on March 1, 2010.  Based on
review of information provided by the Company, Nasdaq Staff
determined that the Company no longer qualified for listing on the
Exchange pursuant to Listing Rules 5100 and 5250(c)(1).  The
Company was notified of the Staff's determination on September 28,
2009.

Upon review of the information provided by the Company, the Panel
issued a decision dated October 21, 2009, granting the Company
continued listing pursuant to an exception through December 18,
2009, by which date the Company was required to regain compliance
with Listing Rules 5100 and 5250(c)(1).  However, the Company did
not regain compliance by that date. On December 15, 2009, the
Panel notified the Company that trading in the Company's
securities would be suspended on December 17, 2009.  The Company
did not request a review of the Panel's decision by the Nasdaq
Listing and Hearing Review Council.  The Listing Council did not
call the matter for review.  The Panel's Determination to delist
the Company became final on January 29, 2010.


RIVER WEST: Case Dismissal Hearing Continued to March 30
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until March 30, 2010, at 10:30 a.m., the hearing on
the dismissal of River West Plaza-Chicago, LLC's Chapter 11 case.
The hearing will be held at Courtroom 744 219 South Dearborn,
Chicago, Illinois.

Bank of America, N.A., successor by merger to La Salle Bank
National Association, sought dismissal of the Debtor's case, or in
the alternative, lift BofA's automatic stay.

BofA related that it must not be subjected to additional delay in
seeking to foreclose on its collateral when reorganization is
unrealistic.  While the Debtor filed its amended Plan of
Reorganization, the Debtor shows no prospect for reorganization.

River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois
limited liability company, with its principal office located at 5
Revere Drive, Suite 200, Northbrook, Illinois 60062.  The Company
filed for Chapter 11 bankruptcy protection on December 7, 2009
(Bankr. N.D. Ill. Case No. 09-46258).  Forrest B. Lammiman, Esq.,
at Meltzer, Purtill & Stelle LLC assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


RIVER WEST: Court OKs Use of Joffco Rental Income Until March 31
----------------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois, in a fifth interim order,
authorized River West Plaza-Chicago, LLC, dba Joffco Square to:

   -- use cash collateral of Bank of America, N.A., including but
      not limited to the rental income of Joffco Square until
      March 31, 2010; and

   -- grant adequate protection to BofA.

A continued hearing, if necessary, on the Debtor's use of cash
collateral will be held on March 30, 2010, at 10:30 a.m.

The Debtor would use the cash collateral to pay operating and
overhead expenses of Joffco Square.

As adequate protection, the Debtor will continue operating Joffco
Square.  In addition, the Debtor will continue to make interest
payments to the lender.

River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois
limited liability company, with its principal office located at 5
Revere Drive, Suite 200, Northbrook, Illinois 60062.  The Company
filed for Chapter 11 bankruptcy protection on December 7, 2009
(Bankr. N.D. Ill. Case No. 09-46258).  Forrest B. Lammiman, Esq.,
at Meltzer, Purtill & Stelle LLC assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


RIVER WEST: Files Schedules of Assets and Liabilities
-----------------------------------------------------
River West Plaza-Chicago, LLC, dba Joffco Square, filed with the
U.S. Bankruptcy Court for the Northern District of Illinois
amended schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $28,500,000
  B. Personal Property              $584,466
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $26,158,002
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $6,353,034
                                 -----------      -----------
        TOTAL                    $29,084,466      $32,511,036

River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois
limited liability company, with its principal office located at 5
Revere Drive, Suite 200, Northbrook, Illinois 60062.  The Company
filed for Chapter 11 bankruptcy protection on December 7, 2009
(Bankr. N.D. Ill. Case No. 09-46258).  Forrest B. Lammiman, Esq.,
at Meltzer, Purtill & Stelle LLC assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


ROB WHITTLE: Files for Chapter 11 to Restructure Mortgage
---------------------------------------------------------
Rob Whittle filed for Chapter 11 protection to restructure a
development's mortgage to lower rents for retailers, says Richard
Abshire at The Dallas Morning News.

Mr. Whittle listed $42.9 million in assets and $29 million in
liabilities, Mr. Abshire citing papers filed with the court.
Mr. Whittle was allowed to use some of his cash collateral to
cover operating expenses mostly off-duty deputy sheriffs working
security and maintenance workers, he notes.

Rob Whittle is the developer and majority owner of The Harbor in
Rockwall.


RVL TEXAS: Gets Court Approval to Hire Bankruptcy Counsel
---------------------------------------------------------
RVL Texas Properties, LLC, obtained permission from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Joyce W. Lindauer, Nicholas Inman and Kerry Simmons as counsels.

The three attorneys will represent the Debtor in the Chapter 11
proceedings.

To the best of the Debtor's knowledge, the three attorneys are
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Ms. Lindauer can be reached at:

     8140 Walnut Hill Lane, Ste 301
     Dallas, TX 75231
     Tel: (972) 503-4033

Addison, Texas-based RVL Texas Properties, LLC, filed for Chapter
11 bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas
Case No. 10-20009).  The Company listed $10,000,001 to $50,000,000
in assets and $1,000,001 to $10,000,000 in liabilities.


SAVERS INC: Moody's Upgrades Corporate Family Rating to 'B1'
------------------------------------------------------------
Moody's Investors Service upgraded Savers, Inc.'s Corporate Family
Rating to B1.  The ratings outlook is stable.  The rating action
follows the completion of the company's refinancing transaction,
and concludes the review for possible upgrade that began on
February 17, 2010.

The B1 rating and stable outlook reflect the company's recent
operating improvement and demonstrated resilience through economic
downturns, as well as Moody's expectation for continued further
operating improvement through moderate revenue and same store
sales growth, and profitability improvement through ongoing cost
containment actions and operating efficiencies.  The rating also
reflects the expectation that the company will continue to
conservatively manage its fiscal policy and liquidity, and will
continue to pay down debt and reduce leverage.  Use of cash that
is outside these expectations could lead to downward rating
pressure.

The company's relatively small scale and modest store base remain
significant rating constraints.  Upward rating pressure is also
limited by the company's highly seasonal cash flow, as most of its
cash flow from operations is generated in the fourth quarter of
the year, and sizeable debt load.

These rating actions were taken:

  -- Corporate family rating, upgraded to B1 from B2;

  -- Probability of default rating, confirmed at B2;

  -- Senior secured revolving credit facility due 2015, affirmed
     at Ba3 (LGD2, 27%);

  -- Senior secured term loan due 2016, affirmed at Ba3 (LGD2,
27%)

These ratings were confirmed and will be withdrawn:

  -- Senior secured revolving credit facility due 2012 at Ba3
     (LGD2, 27%);

  -- Senior secured term loan due 2012 at Ba3 (LGD2, 27%);

  -- Senior subordinated notes due 2014 at Caa1 (LGD5, 80%);

The last rating action on Savers was on February 17, 2010, when
Moody's placed the company's B2 CFR on review for possible
upgrade.

Savers is the largest for-profit thrift store chain in the world.
The company operates 238 stores (121 stores in the United States,
111 stores in Canada, and 6 stores in Australia), with fiscal 2009
revenue of $663 million.


SEA LAUNCH: Can Access $12 Million Financing From Space Launch
--------------------------------------------------------------
The U.S. Bankruptcy Court in Delaware approved a request by Sea
Launch Company LLC to obtain secured financing of up to
$12 million from Space Launch Services LLC, reports space-
travel.com.

The Debtor related that the amount committed by the DIP lender in
their first DIP Facility was not sufficient to provide necessary
liquidity to carry them through a plan of reorganization.  The DIP
lender committed to lend only $12.5 million of their requested
$25 million loan.

The Debtor continued to explore the availability of other
financing with the DIP lender and with other potential lenders.
The DIP lender agreed to lend the Debtors an additional
$12 million, on substantially the same terms and conditions as the
first DIP Facility, subject to certain conditions.

The Debtor will use the additional financing, to, among other
things: (i) satisfy working capital and operational needs; (ii)
maintain their relationships with vendors, suppliers and
customers; and (iii) fund payroll and capital expenditures.

As adequate protection for any diminution in value of Space
Launch's collateral, the Debtors relate that Space Launch's
superpriority claims in the first DIP loan will be applicable in
the second DIP loan.  The Debtor also proposed to grant
replacement liens on all prepetition and postpetition property of
the Debtor's estates.

Sea Launch Company, L.L.C., is a satellite-launch services
provider that offers commercial space launch capabilities from the
Baikonur Space Center in Kazakhstan.  Its owners include Boeing
Co., RSC Energia, and Aker ASA.

Sea Launch filed for Chapter 11 on June 22, 2009 (Bankr. D. Del.
Case No. 09-12153).  Joel A. Waite, Esq., and Kenneth J. Enos,
Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington,
Delaware, serve as the Debtor's counsel.  At the time of the
filing, the Company said its assets range from $100 million to
$500 million and debts are at least $1 billion.


SENSATA TECHNOLOGIES: Tender Offer for Notes Extended to March 25
-----------------------------------------------------------------
Sensata Technologies B.V. has further extended the Early
Participation Date to 11:59 p.m., New York City time, on March 25,
2010, with respect to its previously announced cash tender offer
to purchase the maximum aggregate principal amount of its Notes
that it can purchase for $350,000,000.  The Early Participation
Date was previously scheduled for 5:00 p.m., New York City time,
on March 18, 2010.  As of that time, Sensata had received tenders
of approximately $98,700,000 (or the equivalent amount in euros)
aggregate principal amount of its outstanding 8% Senior Notes due
2014 (the "Dollar Notes"), its 9% Senior Subordinated Notes due
2016 (the "9% Notes") and its 11.25% Senior Subordinated Notes due
2014 (the "11.25% Notes" and, together with the 9% Notes, the
"Euro Notes"). The Dollar Notes and the Euro Notes are
collectively referred to herein as the "Notes."

The Tender Offer is scheduled to expire at 11:59 p.m., New York
City time, on March 25, 2010, unless such time and date is
extended or earlier terminated by Sensata.  As a result of the
extension of the Early Participation Date, each Holder who validly
tenders (and does not withdraw) his or her Notes prior to the
Expiration Date, and whose Notes are accepted for purchase in the
Tender Offer, will receive an early participation payment of
$30.00 per $1,000 principal amount of Dollar Notes or EUR30.00 per
EUR1,000 principal amount of Euro Notes tendered in the Tender
Offer (the "Early Participation Payment").  Sensata has also
determined to extend the Withdrawal Date relating to the Tender
Offer to the Expiration Date.

Sensata is extending the Early Participation Date to permit
Holders of the Notes more time to consider and tender their Notes
into the Tender Offer and still receive the Early Participation
Payment.  Sensata does not intend to further amend the terms of
the Tender Offer.

Sensata is continuing to evaluate its alternatives with respect to
the Notes in light of the principal amount of the Notes that have
been tendered into the Tender Offer as of the Early Participation
Date.  In the event that additional Notes are not tendered into
the Tender Offer prior to the Expiration Date, Sensata expects to
issue a redemption notice with respect to its outstanding 11.25%
Notes at a redemption price equal to 105.625% of the principal
amount thereof pursuant to the indenture governing the 11.25%
Notes following the completion of the Tender Offer.  In addition,
Sensata may in that event also elect to redeem a portion of the
Dollar Notes pursuant to the indenture governing such Dollar
Notes, or purchase the Dollar Notes or the 9% Notes, or a
combination of both, through open market purchases or in privately
negotiated transactions, or commence one or more additional tender
offers for the Dollar Notes or 9% Notes, or a combination of both,
in each case at prices which may be more or less than the prices
it offered in the Tender Offer, or any combination of the
foregoing.  At this time, Sensata has not determined which, if
any, of these alternatives (or combinations thereof) it will
pursue after the completion of the Tender Offer.  In making this
determination, Sensata will consider a number of factors,
including the relative interest rates, maturity dates and
redemption premiums or repurchase prices of each series of the
Notes as well as the cost and time required to effect such
repurchase or redemption of such series of Notes.

The Tender Offer continues to be conditioned upon the satisfaction
or waiver of certain conditions as described in the Offer to
Purchase.  The Financing Condition, which related to Sensata's
ultimate parent company having received sufficient net proceeds to
make the payments contemplated by the Tender Offer, has been
satisfied.  The Tender Offer is not conditioned on any minimum
amount of Notes being tendered in the Tender Offer.  Subject to
applicable law, Sensata may also terminate the Tender Offer at any
time prior to the applicable Expiration Date in its reasonable
discretion in the event that one or more of the conditions to the
Tender Offer are not satisfied or waived by Sensata.

Except as set forth herein, the terms of the Tender Offer remain
the same as those set forth in the Offer to Purchase and related
documents.  Capitalized terms used herein and not otherwise
defined shall have the meaning assigned to them in the Offer to
Purchase.

                         Additional Information

Sensata has retained Goldman, Sachs & Co. and Goldman Sachs
International to act as the dealer managers for the Tender Offer.
With respect to the Dollar Notes, Global Bondholder Services
Corporation is the Information Agent and Depositary for the Tender
Offer.  With respect to the Euro Notes, Lucid Issuer Services
Limited is the Information Agent and Tender Agent for the Tender
Offer.  Questions regarding the Tender Offer should be directed to
Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 902-
5183 (collect).  Requests for documentation relating to the Tender
Offer with respect to the Dollar Notes should be directed to
Global Bondholder Services Corporation at (866) 387-1500 (toll-
free) or (212) 430-3774 (banks and brokers only).  Requests for
documentation relating to the Tender Offer with respect to the
Euro Notes should be directed to Lucid Issuer Services Limited at
+44 (20) 7704-0880.

                      About Sensata Technologies

Almelo, Netherlands-based Sensata Technologies B.V. --
http://www.sensata.com/-- supplies sensing, electrical
protection, control and power management solutions.  Owned by
affiliates of Bain Capital Partners, LLC, a global private
investment firm, and its co-investors, Sensata employs
approximately 9,500 people in nine countries.  Sensata's products
improve safety, efficiency and comfort for millions of people
every day in automotive, appliance, aircraft, industrial,
military, heavy vehicle, heating, air-conditioning, data,
telecommunications, recreational vehicle and marine applications.

                           *     *     *

As reported by the Troubled Company Reporter on December 7, 2009,
Moody's Investors Service has upgraded Sensata Technologies B.V.'s
Corporate Family and Probability of Default ratings to Caa1 from
Caa2, as well as the company's senior secured credit facility to
B2, senior unsecured notes to Caa2, and senior subordinated notes
to Caa3.  In a related rating action, Moody's affirmed the
company's Speculative Grade Liquidity rating at SGL-3.  The
outlook is positive.


SIMMONS BEDDING: Moody's Assigns 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and a B2 probability of default rating to Simmons Bedding Company
following its emergence from bankruptcy.  Moody's also assigned a
B2 rating to Simmons' $425 million senior secured notes.  The
outlook is stable.

On November 16, 2009, Simmons Bedding Company filed for a pre-
packaged bankruptcy plan and emerged from bankruptcy protection on
January 20, 2010.  As part of the prepackaged bankruptcy plan,
Simmons agreed to be acquired by certain affiliates of Ares
Management LLC and Ontario Teachers Private Capital.  The
$760 million acquisition was financed with the $425 million senior
secured notes and new equity from Ares and Teachers.

Simmons' B2 corporate family rating reflects the volatility in
revenue, profitability and cash flow exhibited during the
recession (most notably in 2008) amid a severe decrease in
discretionary consumer spending.  "In response to the severe
decline in demand, Simmons significantly reduced its cost
structure, which resulted in profitability approaching pre-
recession levels when demand started to stabilize," said Kevin
Cassidy, Senior Credit Officer at Moody's Investors Service.  The
combination of higher earnings and low debt levels post bankruptcy
has resulted in a significant improvement in credit metrics, with
financial leverage around 4x.  Also supporting Simmons' B2 rating
is its strong market position and brand names.  The rating further
benefits from Simmons' good liquidity profile, highlighted by no
debt maturities until 2015, cash balances of around $40 million
and access to an undrawn $75 million ABL.

A key element to the stable outlook is Simmons' improved capital
structure and improved financial flexibility.  The stable outlook
incorporates Moody's view that demand will gradually improve
throughout 2010.  However, if demand were to unexpectedly fall
again, Moody's believe that Simmons has shown the willingness and
ability to reduce costs further.

These ratings were assigned:

* Corporate family rating at B2;
* Probability of default rating at B2;
* $425 million senior secured notes at B2 (LGD 4, 57%)

The last rating action was on December 22, 2009, where Moody's
withdrew Simmons' rating following its bankruptcy filing.

Simmons Bedding Company, a wholly-owned subsidiary of Simmons
Company, is headquartered in Atlanta, Georgia.  Net sales for the
twelve months ended December 2009 approximated $890 million.


SIMMONS BEDDING: S&P Assigns Corporate Credit Rating at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Atlanta, Ga.-based Simmons Bedding Co.
The outlook is stable.

In addition, Standard & Poor's assigned its issue-level and
recovery ratings to Simmons' $425 million 11.25% senior secured
notes due 2015.  The notes are rated 'BB-', two notches higher
than the corporate credit rating.  The recovery rating is '1',
indicating S&P's expectation that lenders will have very high
recovery (90%-100%) in the event of a payment default.

Proceeds from the company's $425 million of senior secured notes
were used to partially repay existing debt obligations as part of
the company's recent bankruptcy reorganization.

"The ratings on Simmons reflect a narrow business focus, leveraged
yet improved financial profile, exposure to raw material cost
volatility, and vulnerability to reduced discretionary spending in
an economic downturn," said Standard & Poor's credit analyst Rick
Joy.  "Simmons benefits from its well-recognized brands and a
strong market position in the North American mattress industry."
S&P's ratings also consider the company's relatively short post-
bankruptcy operating tenure following its emergence from Chapter
11 in January 2010.

Simmons manufactures and distributes bedding products and
mattresses in the U.S.  The company sells a broad range of
mattresses and foundations under well-recognized brands, including
Beautyrest and ComforPedic by Simmons.  The estimated $5.6 billion
(wholesale sales) U.S. bedding industry is highly competitive,
with three companies dominating about half of the market.  Simmons
is ranked No. 2, with a share of about 16%, behind market leader
Sealy Corp. (more than 20% share) and ahead of AOT Bedding
Holdings Corp. (B/Stable/--) (about 14% share), according to
third-party sources.  The rest of the industry is far more
fragmented, with an additional 12 companies comprising the next
30% of market share.  Numerous small companies make up the
balance.  Although the industry has historically demonstrated
stability in various economic environments, the weak economy and
housing market downturn resulted in significant sales declines
during 2008 and 2009.  S&P believes bedding market is now
beginning to improve, and that the industry is likely to return to
growth in 2010.

The stable outlook reflects S&P's expectations that the company
will maintain its adequate liquidity position, continue to improve
near-term operating performance and cash flows as industry demand
begins to recover, and that it will maintain credit measures that
are better than the medians for the ratings.  S&P could lower the
ratings over the near term if the company experiences operating
difficulties such that credit measures substantially deteriorate,
the company's liquidity is materially pressured, and/or the
company pursues a more aggressive financial policy.  The current
ratings and outlook do not incorporate any debt-financed dividends
or acquisitions.  Alternatively, S&P could consider raising the
ratings if the company is able to further strengthen operating
performance and sustain improved credit measures with leverage in
the 3.5x to 4x area.  S&P believes the company will be able to
keep leverage below 4x if it can grow sales more than 5% despite
some potential margin erosion over the next year.


SOUTH BAY EXPRESSWAY: Files for Chapter 11 Bankruptcy
-----------------------------------------------------
Macquarie Atlas Roads said in a filing with the Australian Stock
Exchange that South Bay Expressway has filed for bankruptcy by
making a voluntary petition for relief under Chapter 11 of the
U.S. Bankruptcy Code.  This was foreshadowed as a possible outcome
for SBC in MQA's December 2009 prospectus.

MQA owns 50% of SBX, which has been valued at zero since June 30,
2009.

"Other than a US$3.6 million letter of credit regarding
environmental obligations, which is not expected to be called, MQA
has no further contingent or other funding obligations with regard
to SBX," the statement said.


STEELCLOUD INC: Delisted at Nasdaq Effective March 19
-----------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock of SteelCloud Inc., effective at the
opening of the trading session on March 19, 2010.  Based on review
of information provided by the Company, Nasdaq Staff determined
that the Company no longer qualified for listing on the Exchange
pursuant to Listing Rule 5550(b)(1).  The Company was notified of
the Staff's determination on July 8, 2009.

Upon review of the information provided by the Company, the Panel
issued a decision dated October 5, 2009, granting the Company
continued listing pursuant to an exception through January 4,
2010, by which date the Company was required to regain compliance
with Listing Rule 5550(b)(1).

However, the Company did not regain compliance by that date. On
January 5, 2010, the Panel notified the Company that trading in
the Company's securities would be suspended on January 7, 2010.
The Company did not request a review of the Panel's decision by
the Nasdaq Listing and Hearing Review Council.  The Listing
Council did not call the matter for review.  The Panel's
Determination to delist the Company became final on February 19,
2010.

                          About SteelCloud

SteelCloud Inc. -- http://www.steelcloud.com/-- is a developer of
mobility computing appliance solutions.  SteelCloud designs and
architects specialized appliance solutions for mobile computing
technologies including BlackBerry(R) Enterprise Server.
SteelCloud delivers integrated hardware/software appliance
solutions, to commercial and government enterprises that focus on
ease of deployment, policy compliance, and high availability.
Additionally, SteelCloud distributes BlackBerry software licensing
to companies worldwide that provided BlackBerry hosting services.
Over its 20-year history, SteelCloud has won numerous awards for
technical excellence and customer satisfaction.  SteelCloud can be
reached at (703) 674-5500.


STERLING MINING: To Auction 100% of Common Stock on April 21
------------------------------------------------------------
The Hon. Terry L. Myers amended the schedule in connection with
the solicitation of votes on, and the confirmation of Sterling
Mining Company's Plan of Reorganization.

The Court approved the revised second amended Disclosure Statement
and addendum to Disclosure Statement dated January 22, 2010, and
February 12, 2010.

Plan materials and ballots were scheduled for mailing by March 22.

A hearing on the confirmation of the Plan is set for May 3, 2010,
at 10:00 a.m.  The hearing will be held at the U.S. Courthouse,
6450 N. Mineral Drive, Coeur d'Alene, Idaho.  Objections, if any,
to the confirmation of the Plan are due on April 22.

According to the revised Plan, the Plan provides for sale of all
of its remaining authorized, but un-issued, common stock in
Sterling Mining Company.  The sale will be made through bid
procedures.  The key dates for the sale process are:

   April 19, at 5:00 p.m. (PST)   Due Date for Bids
   April 21, at 8:00 a.m. (PST)   Auction
   May 3, at 10:00 a.m. (PST)     Sale Approval Hearing
   May 14                         Sale Closing Date

As of the date of the filing of the Plan, the Debtor has a minimum
bid of $11,750,000 by Alberta Star, and an overbid of $12,500,000
by Minco Silver Corporation, the Debtor's largest secured
creditor.

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

                      About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company. Sterling is engaged
in the business of acquiring, exploring, developing and mining
mineral properties primarily those containing silver and
associated base and precious metals. Sterling operates the
Sunshine Silver Mine in Idaho and has exploration projects in
Idaho, U.S.A. Sterling was incorporated under the laws of the
State of Idaho on February 3, 1903 and its common shares are
currently listed on the OTCBB: SRLMQ and Frankfurt Stock Exchange:
SMX.

Sterling is currently a debtor-in-possession in Chapter 11
Bankruptcy in the District of Idaho, U.S.A. Sterling Mining filed
for bankruptcy protection on March 3, 2009 (Bankr. D. Idaho Case
No. 09-20178).  Bruce A. Anderson, Esq., at Elsaesser Jarzabek
Anderson Marks Elliott & McHugh, Chartered represents the Debtor
as counsel.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.  In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.


S-TRAN HOLDINGS: Case Converted to Chapter 7 Liquidation
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware converted
S-Tran Holdings, Inc., et al.'s Chapter 11 cases into Chapter 7 of
the Bankruptcy Code.

The Debtors say they do not have the ability to fund the Chapter
11 cases going forward.  Among other things, the Debtors do not
have the ability to pay the administrative expenses that would
continue to accrue on account of the U.S. Trustee fees or services
of professionals of the estates.

The Court also directed all professionals retained in the
Chapter 11 cases to file their final fee applications by March 26,
2010, at 4:00 p.m. (Eastern Time.)  A hearing to consider final
fee applications will be held on April 27, 2010, at 10:00 a.m.
(Eastern Time.)

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.

The company and its debtor-affiliates filed for Chapter 11 relief
on May 13, 2005 (Bankr. D. Del. Case No. 05-11391).  Bruce
Grohsgal, Esq., Laura Davis Jones, Esq., Michael Seidl, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski Stang Ziehl Young & Jones
LLP represent the Debtors as counsel.  Christopher A. Ward, Esq.,
at Polsinelli Shalton Flanigan Suelthaus, Mary E. Augustine, Esq.,
at Ciardi, Ciardi & Astin, P.C., and Steven M. Yoder, Esq., at
Potter Anderson & Corroon LLP, represent the Official Committee of
Unsecured Creditors as counsel.  When the Debtors filed for
protection from their creditors, they listed total assets of
$22,508,000 and total debts of $30,891,000.


SWOOZIE'S INC: Bidding Procedures OK'd; Landlords Object to Sale
----------------------------------------------------------------
The Hon. C. Ray Mullins of the U.S. Bankruptcy Court for the
Northern District of Georgia has approved Swoozie's, Inc.'s sale
procedures and bidding protections for the sale of its assets to
Hudson Capital Partners, LLC (the Stalking Horse Bidder) or to
other purchaser(s) providing a higher or better offer.

The Stalking Horse Bidder would provide cash consideration of
$5,430,000.  The Stalking Horse Bidder has provided Debtor a
deposit in the amount of $543,000, which is 10% of the estimated
amount of the Guaranteed Amount.

In the event that the Debtor chooses another bidder to acquire its
assets, the Stalking Horse Bidder will be paid a breakup fee of
$75,000, which represents approximately 1.4% of the Guaranteed
Amount.

The initial minimum bid at the auction for the assets must provide
for a Guaranteed Amount equal to at least (i) the Guaranteed
Amount stated in the Stalking Horse Bidder's bid; (ii) the Breakup
Fee; and (iii) an initial overbid equal to $20,000 (the Initial
Minimum Overbid).  Subsequent Bids after the Initial Minimum
Overbid must be in increments of no less than $100,000 (a
Subsequent Overbid).  The Debtor and CTG may alter the bidding
increments for any subsequent overbid at any time.

Competing bids for the acquisition of the Debtor's assets must be
submitted by 12:00 noon on March 23, 2010.  If one or more
qualified bids are received by the bidding deadline, an auction
will be conducted on 10:00 a.m. on March 25, 2010.

The deadline for objections to the sale of the Debtor's assets is
on March 26, 2010, at 5:00 p.m.

A hearing to consider the results of the auction, including any
proposed augmentation of inventory to occur after the auction,
will be held on March 29, 2010, at 9:30 a.m.

The Debtor retained Clear Thinking Group, LLC, to assist in an
analysis of a sale as well as a proposed plan for either a sale to
a going concern purchaser or the hiring of a liquidator to
liquidate Debtor's remaining assets.

A copy of the sale procedures is available for free at:

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

A copy of the Debtor's asset purchase agreement with the Stalking
Horse Bidder is available for free at:

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

                       Sale Faces Objection

Cousins Properties, Incorporated, and RREEF Management Company, as
the landlord or agent for the landlord (collectively, the
Landlords) for five shopping centers (the Centers) where the
Debtor is a tenant, have filed an objection to the sale of the
Debtor's assets, saying that the manner in which the sale is
conducted must be subject to reasonable controls so as to minimize
the disruption of business of the other tenants at the shopping
centers and protect the Landlords' rights, while providing the
Debtor a fair opportunity to realize value on the sale of its
assets.

The Landlords are the owners of or managing agents for the Centers
where the Debtor is a lessee under a lease of nonresidential real
property for retail sales space.  The Debtor's sale motion seeks
authority to sell substantially all of the Debtor's assets,
conduct going-out-of-business (GOB) sales, sell designation rights
for the Leases, and possibly assume and assign the Leases.  The
Landlords object to the proposed timeline for the sale of the
assets, the proposed GOB sale guidelines, and reserves its rights
to object to any proposed assignees of the Leases or to any of the
relief sought in the sale motion at a later time.  "The timeline
proposed by the sale motion deprives the Landlords of a meaningful
opportunity to be heard on certain provisions of the Bankruptcy
Code that are intended to protect the Landlords.  In light of
these shortcomings, the procedures setting forth the timeline for
the sale of the assets in the sale motion should not be approved
as proposed," the Landlords say.

The Landlords state that they must have an opportunity to object
the successful bidder, but under the Debtor's timeline there is no
such opportunity.  The Landlords say that if there is an auction,
the Landlords will have one business day to object to the
successful bidder, any evidence of adequate assurance of future
performance, GOB sale guidelines, and (possibly) a lease
designation rights agreement, but the proposed timeline hardly
provides the Landlords with a meaningful opportunity to be heard.

The Landlords are represented by Katten Muchin Rosenman LLP.

                        About Swoozie's Inc.

Swoozie's Inc. is a luxury gift and paper retail chain, operating
in 15 states with 43 locations.  It was founded in 2001 in
Atlanta, Georgia, by Kelly Plank Dworkin and the late David
Dworkin.

Swoozie's filed for Chapter 11 bankruptcy on March 2, 2010 (Bankr.
N.D. Ga. Case. No. 10-66316).  Judge C. Ray Mullins presides over
the case.  Dennis Connolly, Esq., and Wendy R. Reiss, at Alston &
Bird, LLP, in Atlanta, Georgia, serves as bankruptcy counsel.  Lee
Diercks at Clear Thinking Group LLC serves as the Debtor's
financial advisor.  In its petition, the Debtor listed estimated
assets of $1,000,001 to $10,000,000, and estimated debts of
$10,000,001 to $50,000,000.


SYMBIO SOLUTIONS: Gets Court Okay to Sell Assets to Broadlane
-------------------------------------------------------------
Symbio Solutions, Inc., sought and obtained authorization from the
U.S. Bankruptcy Court for the Northern District of Texas to sell
assets, free and clear of liens, claims and encumbrances to
Broadlane, Inc.

Broadlane came out as the successful bidder in an auction held on
February 19, 2010.

The deadline for the bids was on February 17, 2010, at 4:00 p.m.
(CST).


The Debtor will retain all proceeds of sale of the purchased
assets and the Debtor won't disburse or utilize the proceeds in
any manner pending further order of the Court; provided, however,
$53,308.68 of the proceeds will be used to pay ad valorem taxes
for 2009 at the sale closing and $53,308.68 of the proceeds will
be held by the Debtor pending final determination of the amount
owed to Dallas County for ad valorem business personal property
taxes for 2010 (which liability will be allocated between Debtor
and the Purchaser) as adequate protection of Dallas County's liens
that secure the assets.

Dallas, Texas-based Symbio Solutions, Inc., filed for Chapter 11
bankruptcy protection on 10-30134 (Bankr. N.D. Texas Case No. 10-
30134).  Joseph F. Postnikoff, Esq., at Goodrich Postnikoff &
Albertson, LLP, assists the Company in its restructuring effort.
The Company listed $1,000,001 to $10,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


TARAZ KOOH: Court Extends Schedules Filing Deadline Until April 8
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended, at the behest of Taraz Kooh, LLC, the filing of
schedules of assets and liabilities, schedules of current income
and expenditures, statement of financial affairs, and schedules of
executory contracts and unexpired leases until April 8, 2010.

The Debtor asked the Court to extend the 14-day deadline by an
additional 10 days.  The Debtor said that it may not be able to
complete the schedules and statement by the original deadline
because the Debtor's workforce has been greatly reduced and the
remaining employees have been performing numerous tasks.
Collection of the information necessary to complete the schedules
and statement will require an expenditure of substantial time and
effort on the part of the Debtor's management.

Richardson, Texas-based Taraz Kooh, LLC, filed for Chapter 11
bankruptcy protection on March 14, 2010 (Bankr. N.D. Texas Case
No. 10-31814).  John Mark Chevallier, Esq., at McGuire, Craddock &
Strother, P.C., assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


TARAZ KOOH: Gets Interim Nod to Use Cash Collateral
---------------------------------------------------
Taraz Kooh, LLC, sought and obtained interim authorization from
the U.S. Bankruptcy Court for the Northern District of Texas to
use the cash collateral securing their obligation to their
prepetition lenders.

In February 2008, the Debtor executed a promissory note in the
original amount of $16,785,000 payable to the order of Column
Financial, Inc.  The Note is purportedly secured by a first
priority, properly perfected deed of trust lien on and security
interest in a certain Doubletree Hotel in Richardson, Texas.

In November 2008, Column Financial, as assignor, executed an
assignment of the Note and Deed of Trust to Wells Fargo Bank,
N.A., as trustee for the registered Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2008-C1 (the Trustee).  In May 2009, Column
Financial, as assignor, executed an assignment of the Assignment
of Rents in favor of the Trustee.

The Trustee contends that the Debtor's cash, deposit and checking
account balances, and the income generated from the operations of
the Doubletree Hotel Richardson, constitute the Trustee's cash
collateral.  As of the Petition Date, the Debtor is purportedly
indebted to the Trustee in the principal amount of approximately
$16,503,721.21.

J. Mark Chevallier, Esq., at McGuire, Craddock & Strother, P.C.,
the attorney for the Debtor, explains that the Debtor needs the
money to fund its Chapter 11 case, pay suppliers and other
parties.  The Debtor will use the collateral pursuant to a budget,
a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtors propose to
grant the Trustee replacement liens and security interests in and
upon all of the Debtor's assets.  To the extent that the adequate
protection granted is insufficient to adequately protect the
Trustee's interest in the cash collateral, the Debtor agrees to
allow the Trustee a superpriority administrative expense claim and
all other benefits and protections.

The Court has set a final hearing for April 2, 2010, at 9:00 a.m.,
on the Debtor's request to use cash collateral.

Richardson, Texas-based Taraz Kooh, LLC, filed for Chapter 11
bankruptcy protection on March 14, 2010 (Bankr. N.D. Texas Case
No. 10-31814).  John Mark Chevallier, Esq., at McGuire, Craddock &
Strother, P.C., assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


TARAZ KOOH: Section 341(a) Meeting Scheduled for April 13
---------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in Taraz Kooh, LLC's Chapter 11 case on April 13, 2010, at
9:15 a.m.  The meeting will be held at Office of the U.S. Trustee,
1100 Commerce Street, Room 976, Dallas, TX 75242.

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

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

Richardson, Texas-based Taraz Kooh, LLC, filed for Chapter 11
bankruptcy protection on March 14, 2010 (Bankr. N.D. Texas Case
No. 10-31814).  John Mark Chevallier, Esq., at McGuire, Craddock &
Strother, P.C., assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


THOMAS GROUP: Receives NASDAQ Notice of Non-compliance
------------------------------------------------------
Thomas Group, Inc., was notified by the NASDAQ Staff that it does
not comply with the minimum $1.00 bid price requirement set forth
in Listing Rule 5550(a)(2) (the "Rule").  As a result, the
Company's common stock is subject to delisting from The NASDAQ
Stock Market unless the Company requests a hearing before a NASDAQ
Listing Qualifications Panel (the "Panel").

Thomas Group intends to timely request a hearing before a Panel,
which will automatically stay the delisting of the Company's
common stock pending the issuance of the Panel's decision after a
hearing.  Under NASDAQ's Listing Rules, the Panel may, in its
discretion, determine to continue the Company's listing pursuant
to an exception to the Rule for a maximum of 180 calendar days
from the date of the Staff's notification or through September 13,
2010.  However, there can be no assurances that the Panel will do
so.

                             About Thomas Group

Thomas Group, Inc. -- http://www.thomasgroup.com.-- is an
international, publicly-traded professional services firm
specializing in operational improvements. Thomas Group's unique
brand of process improvement and performance management services
enable businesses to enhance operations, improve productivity and
quality, reduce costs, generate cash and drive higher
profitability.  Known for Breakthrough Process Performance, Thomas
Group creates and implements customized improvement strategies for
sustained performance improvements in all facets of the business
enterprise.  Thomas Group has offices in Dallas and Detroit.


TRILOGY DEVELOPMENT: Court to Hold Trial on Mechanic's Liens
------------------------------------------------------------
Business Journal of Kansas City reports that a federal court said
it is considering a trial on May 6, 2010, to determine the
validity and priority in Trilogy Development Co. LLC's case.

According to the report, the trial would come as the result of an
adversary lawsuit filed by the company's lawyers to see which
creditors indeed have mechanic's liens, whether the amount
creditors claim is valid and what priority they should receive.

Kansas City, Missouri-based Trilogy Development Company, LLC, was
founded by advertising magnate Bob Bernstein to build his west
edge project.  The Company filed for Chapter 11 on May 15, 2009
(Bankr. W.D. Mo. Case No. 09-42219).  Jonathan A. Margolies, Esq.,
and R. Pete Smith, Esq., at McDowell, Rice, Smith & Buchanan
represent the Debtor in its restructuring efforts.  In its
petition, the Debtor disclosed assets and debts ranging from
$100 million to $500 million.


TRONOX INC: Creditors Committee Drops Suit vs. Credit Suisse
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Tronox
Incorporated and Credit Suisse AG, formerly known as Credit
Suisse, as Administrative Agent for defendants and acting at the
instruction of the Required Lenders, have entered into a
stipulation wherein the parties have agreed to dismiss the
Adversary Proceeding with prejudice and without costs pursuant to
a Settlement Agreement entered into by and between the Debtors,
the Creditors Committee, and the Administrative Agent.

As previously reported, Tronox Incorporated and its affiliated
Debtors have entered into a settlement agreement with the Official
Committee of Unsecured Creditors and Credit Suisse AG, as
administrative agent under the Credit Agreement dated
November 28, 2005, concerning the term loan facility under the
Credit Agreement and certain litigation related to the facility
brought on behalf of Tronox by the Creditors Committee.

Under the Settlement Agreement, the Debtors will receive
$5 million from the Replacement DIP Facility, comprised of a
waiver of accrued but unpaid default interest in the amount of
$2,044,745 and a reduction of principal in the amount of
$2,955,254, in exchange for the dismissal, with prejudice, of the
Committee Litigation.

The Debtors and the Creditors' Committee will forever release the
Agent and the lenders under the Term Loan Facility from all
claims, including the claims set forth in the Committee
Litigation.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has US$1.6 billion in total assets, including
US$646.9 million in current assets, as at September 30, 2008.  The
Company has US$881.6 million in current debts and US$355.9 million
in total noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Delays Filing of 2009 Financial Results
---------------------------------------------------
Tronox Incorporated filed with the U.S. Securities and Exchange
Commission a Form NT 10-K stating it needs additional time to file
its annual financial report on Form 10-K for the year ended
December 31, 2009, and its quarterly financial reports on Form 10-
Q for the quarters ended March 31, 2009, June 30, 2009, and
September 30, 2009.

Michael J. Foster, vice president, general counsel and secretary
of Tronox Incorporated, says the delay in filing the Reports is
necessary in part because, following the filing of the Chapter 11
cases, Tronox is continuing to review certain of its environmental
and other contingent liability reserves.

Due to the further work being done on the environmental reserves,
accrued liabilities, environmental remediation or restoration,
total current liabilities and total liabilities not subject to
compromise will be impacted.

The Company, according to Mr. Foster, expects to report net sales
of $1.072 billion for the year-ended December 31, 2009, compared
to net sales of $1.246 billion for the year-ended December 31,
2008.  In addition, the Company expects to report a gross margin
of $131 million for 2009 compared to a gross margin of $77 million
in 2008.  Pending the completion of the final analysis, Tronox is
unable to provide an estimate of net income (loss) at this time,
Mr. Foster relates.

The amounts to be reported include classification of the operating
results associated with Tronox's German subsidiaries as
discontinued operations for 2009 and 2008, which were
deconsolidated in the first quarter of 2009.  "The foregoing
amounts have not been audited," Mr. Foster says.

On December 20, 2009, Tronox announced that it had negotiated an
agreed-upon framework for a plan of reorganization, built around a
new debt facility, new equity financing and the establishment of
certain environmental remediation trusts and a litigation trust
under a comprehensive settlement of Tronox's legacy environmental
liabilities with the United States government.

The terms of the Plan are set forth in a Plan Support Agreement
pursuant to which Tronox has agreed to work with key stakeholders
to draft.  Tronox has also agreed to file and seek confirmation of
a plan of reorganization that is consistent with the term sheet
and pursuant to a timeline that is set forth in the Plan Support
Agreement.

To fund its ongoing operations through the effective date of the
Plan, Tronox has entered into a credit agreement for a
$425 million debtor-in-possession financing facility with a
syndicate of lenders led by Goldman Sachs Lending Partners LLC.
In addition, Tronox has entered into an equity commitment
agreement pursuant to which the Bondholders committed to provide,
subject to certain conditions set forth in the Equity Commitment
Agreement, a $105 million equity infusion on the effective date of
the Plan through a backstopped rights offering that will be made
available to unsecured creditors that are "accredited investors."

Proceeds from the financings on the effective date of the Plan
would be used in part to provide $115 million to fund an
environmental remediation trust and litigation trust that form
part of a comprehensive settlement of Tronox's legacy
environmental liabilities with the United States and certain state
governments.

Under the terms of the Plan, all government claims related to
Tronox's legacy environmental sites will be settled with the
United States and certain state governments through creation of
the environmental remediation trust and the litigation trust, to
which Tronox will contribute $115 million in cash and 88% of its
interest in the litigation against Anadarko Petroleum Corporation
and Kerr-McGee Corporation.

Furthermore, under the terms of the Plan, the holders of claims
related to potential asbestos, benzene and creosote liabilities
against Tronox will receive their pro rata share of $7 million in
cash and 12% of Tronox's interest in the Anadarko Litigation.

Mr. Foster says there is no assurance that the transactions
contemplated by the Plan and Support Agreement will be
consummated.  The consummation of the Plan will be subject to
numerous conditions, including, approval by the U.S. Bankruptcy
Court for the Southern District of New York.

The Bankruptcy Court approved the Plan Support Agreement and the
Equity Commitment Agreement on December 23, 2009, and approved the
Replacement DIP Agreement on a final basis on January 15, 2010.

Mr. Foster avers that no adjustments to the carrying value of the
Business' assets, based upon the plan of reorganization, have been
reflected in these combined financial statements.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has US$1.6 billion in total assets, including
US$646.9 million in current assets, as at September 30, 2008.  The
Company has US$881.6 million in current debts and US$355.9 million
in total noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Plan Exclusivity Hearing Adjourned Until April 14
-------------------------------------------------------------
Tronox Inc.'s request to extend their exclusive periods to propose
a plan has been adjourned from March 25, 2010, to April 14, 2010,
at 11:00 a.m. (Eastern Time).

The Debtors have asked the Court to extend their exclusive plan
filing period through July 12, 2010, and their exclusive
solicitation period through September 13, 2010.

The State of Nevada Department of Conservation and Natural
Resources, Division of Environmental Protection; the Southern
Nevada Water Authority; the Metropolitan Water District of
Southern California; and the Central Arizona Project/Central
Arizona Water Conservation District -- the "Colorado River
Authorities" -- complain that the Debtors' statement that they
have met with representatives of the Colorado River Authorities to
explain the terms of the Plan and the Debtors' view that those
terms are beneficial to the Colorado River Authorities are
inaccurate and incomplete.

The Colorado River Authorities also complain that the Debtors'
assertion that they have made significant progress in negotiations
with certain creditor constituencies concerning their proposed
plan of reorganization and that their alleged meeting with the
Colorado River Authorities would support their Plan are inaccurate
and incomplete.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has US$1.6 billion in total assets, including
US$646.9 million in current assets, as at September 30, 2008.  The
Company has US$881.6 million in current debts and US$355.9 million
in total noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


UAL CORP: Court Dismisses GSA Suit After Settlement Reached
-----------------------------------------------------------
The General Services Administration and United Air Lines, Inc.,
inform Judge Eugene R. Wedoff of the United States Bankruptcy
Court for the Northern District of Illinois that they have reached
a settlement agreement resolving all issues raised in (i) the
GSA's Claim No. 44651 and (ii) the adversary proceeding initiated
by the GSA against United.

In light of this development, the Parties jointly ask the Court to
dismiss the Adversary Proceeding.

Accordingly, Judge Wedoff dismisses the Adversary Proceeding with
each party bearing its own costs.  Judge Wedoff also orders that
the trial date in the Adversary Proceeding scheduled for April 9,
2010, be stricken.

Judge Wedoff formally closed the Adversary Proceeding on March 4,
2010.

                       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.


UAL CORP: Expects 2010 ASM to be Down 3.4% Year-Over-Year
---------------------------------------------------------
UAL Corp, the holding company of United Air Lines, Inc., filed
with the U.S. Securities and Exchange Commission on March 17,
2010, an investor update related to its financial and operational
outlook for the first quarter of 2010.

To recall, UAL filed with the SEC an investor update related to
its financial outlook for the first quarter and full year of 2010
on January 27, 2010.

                         Capacity

Kathryn A. Mikells, senior vice president and chief financial
officer of UAL, says that first quarter 2010 consolidated
available seat miles are estimated to be down 3.4% year-over-year.
Storm-related cancellations in February along the East Coast
account for 1.0 percentage point of the year-over-year decline in
consolidated ASMs for the first quarter, she notes.  First quarter
2010 consolidated revenue passenger miles are estimated to be up
1.7% to 2.7% year-over-year, she adds.

                           Revenue

UAL estimates consolidated passenger unit revenue to be up 16.0%
to 17.0% year-over-year for the first quarter, and mainline PRASM
to be up 16.5% to 17.5% year-over-year.  The decreased revenue
associated with the February storms along the East Coast offset by
the reduced ASMs resulted in 1.5 percentage points of the year-
over-year increase in consolidated PRASM for the month of February
and 0.4% point of the first quarter 2010, Ms. Mikells explains.

                      Non-Fuel Expense

UAL expects first quarter 2010 consolidated non-fuel unit cost per
ASM, excluding profit sharing and certain accounting charges to be
up 4.0% to 5.0% year-over-year.  UAL also estimates first quarter
2010 mainline non-fuel unit cost per ASM, excluding profit sharing
and certain accounting charges, to be up 4.5% to 5.5%.  The
reduced ASMs and increased costs associated with the
February storms along the East Coast resulted in 1.0 percentage
point of the year-over-year increase in consolidated non-fuel CASM
for the first quarter, Ms. Mikells relates.

                          Fuel Expense

UAL estimates mainline fuel price, including the impact of cash
settled hedges, to be $2.22 per gallon for the first quarter.

                   Non-Operating Income/Expense

Ms. Mikells discloses that non-operating expense is estimated to
be $150 million to $160 million for the first quarter.

                          Income Taxes

In light of its net operating loss carry-forwards, UAL expects to
pay minimal cash taxes for the foreseeable future and is not
recording incremental tax benefits at this time, Ms. Mikells
notes. Thus, UAL expects an effective tax rate of 0% for the first
quarter of 2010.

                 Unrestricted and Restricted Cash

UAL expects to end the first quarter with an unrestricted cash
balance of about $3.4 billion to $3.5 billion.  The cash balance
does not include about $700 million in net proceeds that will be
received in April 2010 from the senior secured notes and senior
second lien notes that were issued in the first quarter, Ms.
Mikells points out.  UAL also expects to end the first quarter
with a restricted cash balance of about $310 million.

     Credit Facility Fixed Charge Coverage Ratio Covenant

UAL expects to be in full compliance with its credit facility
covenants in the first quarter.

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

               http://ResearchArchives.com/t/s?59fc

                       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.


UAL CORP: Liquidity Among Strongest in Airline Industry
-------------------------------------------------------
UAL Corp. filed with the Securities and Exchange Commission on
March 9, 2010, a copy of slides presented by Kathryn A. Mikells,
executive vice president and chief financial officer of UAL and
United Air Lines, Inc., at a JP Morgan Aviation and Transportation
Conference held on March 9, 2010.

Specifically, Ms. Mikells notes that UAL made the right decisions
during the downturn, including reducing premium seats, making
strategic capacity reductions and maintaining network breadth.
Among others, UAL has grounded six 747's, down-gauged flights to
areas like London and China and redeployed aircraft to new markets
like Dubai, Zurich and Moscow.  United has also served 20 more
destinations than in 2006.

Ms. Mikells emphasizes that maximizing UAL's alliance
opportunities is critical to attracting corporate contracts.  For
one, UAL has expanded its international joint ventures by adding
Continental Airlines Inc. and Air Canada to existing trans-
Atlantic joint venture, applying to the U.S. Department of
Transportation for trans-Pacific joint venture with Continental
and All Nippon Airways Co., Ltd. adding Brussels Airlines to Star
Alliance and starting a joint venture with Aer Lingus, Ltd., on
Washington to Madrid Route, she relates.  She adds that UAL has
extended its long-term partnership with Skywest and Atlantic
Southeast Asia, Inc., with the addition of 14 aircraft; added a
quality regional partner in Express Jet; and reduced exposure to
Mesa Airlines, Inc.

Ms. Mikells also emphasizes that United has generated $13 per
passenger -- the highest of any U.S. airline.  She notes that
United was first to introduce second bag fee and United provides
customers with choice which presents a growing opportunity.  She
further states that UAL has narrowed the cost gap to the industry
leader, recording a non-fuel unit costs up less than 1% from 2007
to 2009.  She says that UAL is committed to reduce costs across
the company.  UAL intends to, among others, retire older 737s
aircraft and improve real estate utilization.  Moreover, UAL aims
to decrease outside service costs, including crew hotels,
catering, and commission rates.  UAL also intends to increase
overhead efficiency and productivity by, among others, nearly 25%
reduction in management overhead since 2008, she notes.

Ms. Mikells says that UAL's liquidity is among the strongest in
the airline industry.  She relates that UAL has more than
$3 billion in unrestricted cash at the end of 2009 and have raised
additional $950 million in early 2010.  UAL has also reduced
principal payments in their fixed obligations by more than
$700 million over the two-year period 2010-2011, she points out.
UAL has continued to maintain a strong hedge book with
conservative instruments, and uses future operating cash flow to
improve balance sheet, she adds.

A full-text copy of the March 9 Slide Presentation is available
for free at http://ResearchArchives.com/t/s?590e

            United is Open to Mergers, Says CFO

Ms. Mikells said that United is open to merging with U.S. or
foreign carriers as the industry is "poised for consolidation,
Reuters reports.

"UAL has been supportive of consolidation for a long time," Ms.
Mikells was quoted as saying at the Reuters Travel and Leisure
Summit.  Ms. Mikells did not elaborate on whether UAL was in talks
with other carriers but noted that United is seeking more
alliances especially in regions like South America and Brazil,
Reuters discloses.

In other matters, Ms. Mikells commented about protectionism in the
airline industry and how barriers preventing foreign airlines from
entering the U.S. market were blocking global consolidation at a
time when airlines needed a scale, Reuters says.

"Regulatory barriers prevent capital flows intentionally and
domestically," according to Ms. Mikells.

Capt. John Prater of the Air Line Pilots Association commented at
the Reuters Travel and Leisure Summit that a merger between UAL
and Continental made more sense under current circumstances
because these carriers have little route overlap, Reuters notes.
Mr. Prater, however, said that he is not aware of any merger
discussions between UAL and Continental, adding that his union
would support mergers that save jobs, Reuters relates.

United Chairman and Chief Executive Officer Glenn Tilton
previously hinted in his interview with the Financial Times UK the
benefits of renewing merger talks with Continental, citing that
the market favored Delta Air Lines, Inc.' takeover of Northwest
Air Lines Corp.

                       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.


UAL CORP: Liquidity Initiatives Generated More Than $1.5BB in 2009
------------------------------------------------------------------
UAL Corporation filed with the Securities and Exchange Commission
its annual report for the year ended Dec. 31, 2009.

The report notes that UAL took certain actions to enhance its
liquidity and minimize its financing costs during a challenging
economic environment in 2009.  In this light, UAL's liquidity
initiatives generated restricted cash of more than $1.5 billion in
2009 primarily from the issuance of UAL common stock, proceeds
from new debt issuances and aircraft asset sale-leaseback
transactions.

The increase in UAL's cash and cash equivalents and restricted
cash balances was primarily due to a $2.2 billion improvement in
cash flows from operations in 2009, as compared to 2008.  As of
December 31, 2009, about 25% of UAL's cash and cash equivalents
were invested in money market funds that primarily invest in U.S.
Treasury securities and the remainder was invested in AAA-rated
money market funds.  UAL's cash from operations increased by
$2.2 billion in 2009 as compared to 2008, partly due to decreased
cash required for aircraft fuel purchases as consolidated fuel
purchase costs decreased by $4.1 billion in 2009, as compared to
2008.  Decreases in UAL's fuel hedge collateral requirements also
provided operating cash of about $955 million in 2009, as compared
to a use of cash of $965 million in 2008.

In addition, UAL received $160 million during 2009 related to the
future relocation of its O'Hare cargo facility.  These operating
cash flow benefits were partially offset by a decrease in
operating cash flow due to lower sales, which decreased by
$3.9 billion in 2009, and about $730 million of payments to
counterparties for fuel derivative contract settlements and
premiums.  In addition, UAL did not have a significant advance
sale of miles in 2009 resulting in an unfavorable variance as
compared to 2008, during which the company received $600 million
from its advanced sale of miles and license agreement with its co-
branded credit card partner.

UAL's decline in PRASM was driven by a precipitous decline in
worldwide travel demand as a result of the severe global
recession.  In 2009, revenues for both Mainline and Regional
Affiliates were negatively impacted by yield decreases of 15%
and 13%, as compared to 2008.  Partially offsetting Regional
Affiliates' decrease in yield was a 13% increase in RPMs,
driven by an 11% increase in capacity.  Regional Affiliates
capacity increased as UAL adjusted the size of its aircraft and
capacity across United's total network to conform to market
demand and fulfill prior contractual commitments.  Cargo revenues
declined by $318 million, or 37%, in 2009 as compared to 2008.
In 2009, Mainline and Regional Affiliate revenues benefited from
an increase in ancillary revenues, which includes bag fees and
other unbundled services, of about $141 million, compared to 2008.
For the full year of 2009, ancillary revenues totaled about
$1.1 billion.  While fourth quarter 2009 consolidated passenger
unit revenues were down 5.2% year-over-year, this performance was
a vast improvement from the double digit declines in prior
quarters, UAL notes.

A full-text copy of UAL's Annual Report on Form 10-K is available
for free at: http://ResearchArchives.com/t/s?590a


             UAL Corporation and Subsidiary Companies
          Statement of Consolidated Financial Position
                    At December 31, 2009
                       (In Millions)

Current Assets:
Cash and cash equivalents                              $3,042
Restricted cash                                           128
Receivables, less allowance for doubtful accounts         743
Aircraft lease deposits maturing within one year          293
Prepaid fuel                                              275
Aircraft fuel                                             197
Deferred income taxes                                      63
Fuel hedge collateral deposits                             10
Prepaid expenses and other                                354
                                                   -----------
Total current assets                                     5,105
                                                   -----------
Operating property and equipment:
Owned
    Flight equipment                                     8,303
    Other property and equipment                         1,745
                                                   -----------
                                                        10,048
Less -- accumulated depreciation and amortization      (2,010)
                                                   -----------
Total owned                                             8,038
                                                   -----------

Capital leases
    Flight equipment                                     2,096
    Other property and equipment                            51
                                                   -----------
                                                         2,147
Less -- accumulated amortization                         (345)
                                                   -----------
Total capital leases                                    1,802
                                                   -----------
Total operating property and equipment                   9,840
                                                   -----------
Other assets:
Intangibles, net                                        2,455
Restricted cash                                           213
Investments                                                88
Aircraft lease deposits                                    33
Others                                                    950
                                                   -----------
Total other assets                                       3,739
                                                   -----------
TOTAL ASSETS                                           $18,684
                                                   ===========

Liabilities and Stockholders' Equity
Current liabilities:
Mileage Plus deferred revenue                           1,515
Advance ticket sales                                    1,492
Accounts payable                                          803
Accrued salaries, wages and benefits                      701
Long-term debt maturing within one year                   545
Current obligations under capital leases                  426
Fuel purchase commitments                                 275
Fuel derivative instruments                                 5
Other                                                     711
                                                   -----------
Total current liabilities                                6,473

Long-term debt                                           6,378
                                                   -----------
Long-term obligations under capital leases               1,194
                                                   -----------
Other liabilities and deferred credits:
Mileage Plus deferred revenue                           2,720
Postretirement benefit liability                        1,928
Advanced purchase of miles                              1,157
Deferred income taxes                                     551
Other                                                   1,094
                                                   -----------
Total other liabilities and deferred credits             7,450
                                                   -----------

Stockholders' equity:
Preferred stock                                             -
Common stock                                                2
Additional capital invested                             3,136
Retained deficit                                       (5,956)
Stock held in treasury                                    (28)
Accumulated other comprehensive income                     35
                                                   -----------
                                                        (2,811)
                                                   -----------
TOTAL LIABILITIES                                      $18,684
                                                   ===========

                       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: Amends Financing Agreement with Victor Park
-----------------------------------------------------------------
Unigene Laboratories Inc. entered into an Amended and Restated
Financing Agreement, by and among the Company, Victory Park
Management, LLC, as administrative agent and collateral agent, and
the Lender party thereto.

The Restated Financing Agreement amends and restates in its
entirety and replaces, the Financing Agreement dated as of
September 30, 2008, by and among the Company, Victory Park, as
administrative agent and collateral agent, and the Lenders party
thereto.

The Company and the VPC Parties have executed a Master
Reaffirmation and Amendment to Transaction Documents to
acknowledge and reaffirm that the transaction documents entered
into, and the liens and security interests granted in connection
with, the Original Financing Agreement, secure the Obligations of
the Company under the Original Financing Agreement, as amended and
restated and increased, pursuant to the Restated Financing
Agreement.  These original transaction documents include, without
limitation, the Original Financing Agreement, a pledge and
security agreement, related intellectual property security
agreements, a deposit account control agreement and a mortgage.

Under the terms of the Restated Financing Agreement, at the First
Closing, the Company will issue to the Lender, and the Lender will
purchase, $33,000,000 aggregate principal amount of three-year,
senior secured convertible notes, by way of surrender of the
three-year, senior secured non-convertible notes that the Company
previously issued and sold to the Lenders pursuant to the Original
Financing Agreement, in the aggregate principal amount of
approximately $19,360,000, and by way of cash payment of
approximately $13,640,000 for the balance.

In addition, under certain circumstances, the Company may request
that the Lender issue up to an additional $3 million aggregate
principal amount of Convertible Notes at one subsequent closing,
which shall be no later than the second anniversary of the First
Closing.  No Lender, however, shall be required to purchase
Convertible Notes at the Subsequent Closing unless such Lender
has, in its sole discretion, agreed in writing, in response to the
Company's written request for a Subsequent Closing, to such
purchase.  The maturity date of the Convertible Notes has been
extended to March 17, 2013 from September 30, 2011 under the
Original Notes. Under the terms of the Restated Financing
Agreement, the Master Reaffirmation and related security
agreements and mortgage, the Convertible Notes are secured by a
first priority lien on all current and future assets of the
Company. The Convertible Notes will accrue interest at a rate per
annum equal to the greater of (x) the Prime Rate plus 5% and (y)
15%, which, in the absence of an Event of Default, shall be
capitalized and added to the outstanding principal balance of the
Convertible Note on each anniversary of the date of issuance other
than the maturity date.

The Convertible Notes are convertible into shares of common stock
of the Company, par value $0.01 per share, at the Lender's option
at the earliest of (w) the first anniversary of the date of
issuance, (x) the occurrence of a Fundamental Transaction (as
defined in the Convertible Notes), (y) Lender's receipt of a
Permitted Redemption Notice (as defined in the Restated Financing
Agreement), and (z) an Event of Default. The initial conversion
rate, which is subject to adjustment as set forth in the
Convertible Notes, is calculated by dividing the sum of the
principal to be converted plus all accrued and unpaid interest
thereon by $0.70 per share.

The Company is subject to certain cash damages, as set forth in
the Convertible Notes, in the case of a failure to timely convert
the notes and a failure to timely convert is also an Event of
Default, subject to additional remedies described in the Restated
Financing Agreement.  As of the First Closing, the Company lacked
sufficient shares of Common Stock to deliver all of the Conversion
Shares and the Company is required to obtain stockholder approval
to amend its certificate of incorporation to increase the number
of authorized shares.  After the first anniversary of the First
Closing, under certain circumstance, the Company has the right to
prepay up to $13,642,472 of the Convertible Notes at a price equal
to 110% of the Convertible Notes being repaid plus accrued and
unpaid interest, subject to customary conditions.

The Convertible Notes also are subject to certain mandatory
prepayment events set forth in the Restated Financing Agreement,
such as upon receipt of certain proceeds from asset sales, equity
issuances, milestone payments under the Company's material license
agreements or certain other receipts of cash outside the ordinary
course of business.  At the First Closing, the Company will make a
payment of $660,000 to the Lender with the proceeds from the sale
of the Convertible Notes in respect of an issuance fee and a
payment of approximately $714,000 to RBC Capital Markets in
connection with investment advisory services rendered.

At the First Closing, the Company will also enter into an Amended
and Restated Registration Rights Agreement with the Lender which
provides them with certain rights to require the Company to file
with the SEC a registration statement covering the resale of all
shares held by the Lenders and their affiliates, including (i) the
1,800,000 shares of Common Stock that the Company previously
issued to the Lenders, and (ii) the shares of Common Stock which
will be issued to the Lender upon conversion of the Convertible
Notes.  Assuming that the Convertible Notes were convertible in
full on the First Closing Date, then, together with the Shares and
other securities owned by them, Victory Park and its affiliates
would beneficially own in the aggregate approximately 38.7% of the
Company's outstanding Common Stock as of the First Closing Date.

                           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.


UNIVERSITY SHOPPES: Wants Until March 30 to File Ch. 11 Plan
------------------------------------------------------------
University Shoppes, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Florida to extend its exclusive period to
propose a Chapter 11 Plan until March 30, 2010.

The Debtor relates that it is still working with creditor - Bank
of America, and a third party investor towards a workable
resolution that would include either a consensual plan or a
dismissal of the case.

As reported by the TCR on January 21, 2010, BOfA asked the Court
to dismiss the Chapter 11 proceeding; grant BofA complete relief
from the automatic stay to complete the foreclosure case through
sale and exercise all of its rights and remedies under the loan
documents and applicable law; and grant BofA limited stay relief
to proceed in the foreclosure case through the entry of a final
judgment of foreclosure and any post-judgment proceedings except
for a sale of the property.

The Court will continue the hearing on BofA's dismissal motion on
March 31, 2010, at 1:30 p.m.

Miami Lakes, Florida-based University Shoppes, LLC, has filed for
Chapter 11 bankruptcy protection on November 19, 2009 (Bankr. S.D.
Fla. Case No. 09-35544).  Paul DeCailly, Esq., who has an office
in Tampa, Florida, assists the Company in its restructuring
effort.  The Debtor did not file a list of its 20 largest
unsecured creditors when it filed its petition.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


VAN HUNTER: Can Hire Singer & Levick as Bankruptcy Counsel
----------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized Van Hunter Development, Ltd.,
to employ Singer & Levick, P.C., as general bankruptcy counsel.

Singer & Levick is expected to represent the Debtor in the
Chapter 11 proceedings.

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

The firm can be reached at:

   Singer & Levick, P.C.
   16200 Addison Rd., Suite 140
   Addison, TX 75001
   Tel: (972) 380-5533
   Fax: (972) 380-5748

Dallas, Texas-based Van Hunter Development, Ltd, filed for Chapter
11 bankruptcy protection on January 4, 2010 (Bankr. E.D. Texas
Case No. 10-40052). The Company listed $10,000,001 to $50,000,000
in assets and $10,000,001 to $50,000,000 in liabilities.


VANGUARD HEALTH: DMC Deal Won't Affect Moody's 'B2' Rating
----------------------------------------------------------
Moody's Investors Service commented that Vanguard Health Systems,
Inc.'s announcement that it has signed a letter of intent for The
Detroit Medical Center (Ba3 long-term bond rating, stable outlook)
to become part of the Vanguard system has no immediate impact on
the ratings, including Vanguard's B2 Corporate Family Rating.  The
agreement is non-binding and will remain open until June 1, 2010.
Moody's had previously cited that Vanguard's current rating
incorporated an expectation of the risk of increased acquisition
activity.  Therefore, should a transaction transpire with DMC,
Moody's assessment of the impact on Vanguard's Corporate Family
Rating or the rating on any of the company's debt instruments will
focus on issues around terms of any financing plan and pro forma
operating expectations.

The last rating action on Vanguard was on January 20, 2010, when
Moody's assigned a assigned a (P)Ba2 (LGD2, 18%) rating to
Vanguard Health Holding Company II (Vanguard) proposed credit
facility and a (P)B3(LGD5, 74%) rating to the company's proposed
offering of senior unsecured notes.  Moody's also affirmed the
existing ratings of Vanguard, including the B2 Corporate Family
and Probability of Default ratings.  The provisional ratings were
subsequently finalized at the close of the transaction.  Moody's
also assigned a Speculative Grade Liquidity Rating of SGL-2.

Headquartered in Nashville, Tennessee, Vanguard owns and operates
acute care hospitals and complementary outpatient facilities
principally located in urban and suburban markets.  As of
December 31, 2009, Vanguard operated 15 acute care hospitals in
four states.  For the twelve months ended December 31, 2010, the
company generated approximately $3.3 billion in net revenue.


VERAZ NETWORKS: Gets NASDAQ Minimum Bid Price Notice
----------------------------------------------------
Veraz Networks, Inc., disclosed that on March 16, 2010, it
received a Staff Determination Notice from the NASDAQ Stock Market
("NASDAQ"), indicating that Veraz has not regained compliance with
the $1.00 minimum bid price requirement for continued listing set
forth in Nasdaq Marketplace Rule 5450(a)(1), and that Veraz'
common stock is, therefore, subject to delisting from The Nasdaq
Global Market.  NASDAQ rules permit a company that has received a
delisting notification to request a hearing with the NASDAQ
Listing Qualifications Panel (the "Panel") to appeal the staff's
determination to delist its stock.  Veraz intends to request a
hearing before the Panel to present the Company's plan for
regaining compliance with Rule 5450(a)(1). The NASDAQ Notice
states that the submission of a hearing request that is made no
later than 4:00 p.m. Eastern Time on March 23, 2010, will stay the
suspension of trading of Veraz' common stock and the delisting of
Veraz' securities pending the Panel's decision.  The Company has
submitted such hearing request.  There can be no assurance that
the Panel will grant the Company's request for continued listing.

                      About Veraz Networks

Veraz Networks, Inc. (NASDAQ: VRAZ - News), is the leading
provider of application, control, and bandwidth optimization
products that enable the evolution to the Multimedia Generation
Network (MGN 2.75, -0.12, -4.18%).  Service providers worldwide
use the Veraz MGN portfolio to extend their current application
suite and rapidly add customized multimedia services that drive
revenue and ensure customer retention.  The Veraz MGN separates
the control, media, and application layers while unifying
management of the network, thereby increasing service provider
operating efficiency.  Wireline and wireless service providers in
over 60 countries have deployed products from the Veraz MGN
portfolio, which includes the ControlSwitch(TM), Network-adaptive
Border Controller, I-Gate 4000 Media Gateways, the VerazView
Management System, and a set of prepackaged applications.


VIA PHARMACEUTICALS: Delisted at Nasdaq Effective March 8
---------------------------------------------------------
The Nasdaq Stock Market, Inc., determined to remove from listing
the common stock of VIA Pharmaceuticals, Inc., effective at the
opening of the trading session on March 8, 2010.  Based on review
of information provided by the Company, Nasdaq Staff determined
that the Company no longer qualified for listing on the Exchange
pursuant to Listing Rule 5550(b)(1).  The Company was notified of
the Staff's determination on July 15, 2009.

Upon review of the information provided by the Company, the Panel
issued a decision dated October 9, 2009, granting the Company
continued listing pursuant to an exception through December 31,
2009, by which date the Company was required to regain compliance
with Listing Rules 5550(b)(1), 5605(b)(1) and 5605(c)(2).

However, the Company did not regain compliance by that date.  On
December 29, 2009, the Panel notified the Company that trading in
the Company's securities would be suspended on January 4, 2010.
The Company did not request a review of the Panel's decision by
the Nasdaq Listing and Hearing Review Council. The Listing Council
did not call the matter for review.  The Panel's Determination to
delist the Company became final on February 12, 2010.

                 About VIA Pharmaceuticals, Inc.

VIA Pharmaceuticals, Inc. -- http://www.viapharmaceuticals.com/--
is a biotechnology company focused on the development of compounds
for the treatment of cardiovascular and metabolic disease.  VIA's
lead candidate, VIA-2291, targets a significant unmet medical
need: reducing inflammation in plaque, which is an underlying
cause of atherosclerosis and its complications, including heart
attack and stroke.  In addition, VIA's pipeline of drug candidates
includes other compounds to address other underlying causes of
cardiovascular disease: high cholesterol, diabetes and
inflammation.


VISTEON CORP: Expecting Improved Proposal From Noteholders
----------------------------------------------------------
Contemporaneous with the filing of their First Amended Plan of
Reorganization and Disclosure Statement, Visteon Corporation and
its debtor affiliates delivered to the Court a general update on
the status of their reorganization efforts on March 15, 2010.

The Debtors reported in February 2010 that they were working on
parallel tracks toward a successful conclusion to their
bankruptcy cases.  On the one hand, the Debtors have been
accommodating and responding to expansive diligence requests from
a subset of holders of Visteon's unsecured notes, who have
expressed interest in supporting an alternative plan of
reorganization predicated on a large, backstopped rights
offering.  On the other hand, the Debtors maintain that they have
continued constructive negotiations with the steering committee
for the lenders under Visteon's prepetition term loan facility
regarding potential revisions to the original plan filed last
December 17, 2009.

According to the Debtors, while the discussions with the
Noteholders have not yet generated a formal proposal, the Term
Lender discussions have proved fruitful.

The Debtors worked actively with the Term Lenders for the
finalization of the terms of a revised plan of reorganization
that will allow them to accomplish their primary goals in these
Chapter 11 cases.  The revised plan specifically will allow the
Debtors to accomplish to:

  -- emerge from Chapter 11 with an almost completely
     deleveraged balance sheet;

  -- continue to honor its obligations with respect to their
     various pension plans;

  -- provide a significant distribution to general unsecured
     creditors; and

  -- preserve Visteon's status as a top tier supplier to its OEM
     customers.

Indeed, the Debtors filed with the Court an Amended Plan and
Disclosure Statement dated March 15, 2010.  The revised plan,
among others, entitles Term Lenders to 85% of reorganized
Visteon's common stock; holders of Visteon's 12.25% Senior Notes
their pro rata share of 6% of the common stock; and holders of
other unsecured notes and non-trade claims their pro rata share
of 9% of the common stock.

Simultaneously with engaging in negotiation with the Term
Lenders, the Debtors relay that they also worked assiduously to
accommodate and respond to the extensive diligence requests
from the Noteholders.  Since entering into confidentiality
agreements with certain of the Noteholders on February 8, 2010,
the Debtors have provided the Noteholders' advisors access to the
comprehensive data room maintained by the Debtors, which contains
more than 6,000 documents.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, says the Debtors have yet to receive a
definitive proposal from the Noteholders.  However, in
furtherance of the Debtors' long stated desire to move their
cases forward, to preserve their business, and to increase their
ability to win new business, the Debtors have decided to proceed
toward plan confirmation with the fully confirmable revised plan
supported by the Term Lenders.

According to Ms. Jones, the Debtors considered and respectfully
declined a request by the Noteholders to delay the filing of the
revised plan.  Nonetheless, the Debtors maintain that the filing
of the revised plan will in no way end their efforts to
accommodate the requests of the Noteholders.  She adds that the
Debtors fully intend to maintain their ongoing dialogue with the
Noteholders and will remain receptive to any bona fide proposal
that improves upon the current plan.

                Bondholders' Alternative Plan

In a related development, The Wall Street Journal's Peg Brickley
noted in a March 17, 2010 report that Visteon's bondholders "have
been putting together a $950 million financing package to fund an
alternative Chapter 11 plan."

                    About Visteon Corporation

Visteon Corporation is a leading global automotive supplier that
designs, engineers and manufactures innovative climate, interior,
electronic and lighting products for vehicle manufacturers. With
corporate offices in Van Buren Township, Mich. (U.S.); Shanghai,
China; and Chelmsford, UK; the company has facilities in 25
countries and employs approximately 29,500 people.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Now Offering Stock to Unsecured Creditors
-------------------------------------------------------
Visteon Corporation and its debtor affiliates delivered to the
U.S. Bankruptcy Court for the District of Delaware their First
Amended Joint Plan of Reorganization and accompanying Disclosure
Statement on March 15, 2010.

The Amended Plan reflects the Company's improved operating and
financial performance as well as recovering industry and market
conditions.

Under the Amended Plan, Visteon would retain their U.S.
defined benefit pension plans and provide recoveries to unsecured
creditors, including bondholders and trade creditors.

Specifically, the Amended Plan provides that:

  (a) The term lenders will receive 85% of the common stock in
      reorganized Visteon.

  (b) Each holder of an allowed 12.25% Senior Notes Claim will
      receive its pro rata portion of approximately 6% of the
      reorganized Visteon common stock, which represents a
      recovery of more than 50% of the face value of those
      claims.  The 12.25% Senior Note Claims are estimated to be
      allowed in the aggregate amount of $216.65 million.

  (c) The 7.00% Senior Note Claims, a component of the Class G
      General Unsecured Claim Claims, is estimated to be allowed
      in the aggregate amount of $457.54 million, and the 8.25%
      Senior Note Claims is estimated to be allowed in the
      aggregate amount of $211.48 million.

  (d) Holders of Visteon's Other General Unsecured and Non-Trade
      Claims will receive its pro rata portion of approximately
      9% of the reorganized Visteon common stock.  Class G is
      impaired and holders of Allowed Class G Claims are
      entitled to vote on the Plan.

  (d) Each holder of an Allowed Trade Claim will receive its pro
      rata share of $23.9 million, an approximately 50%
      recovery.  Class H is impaired and holders of Allowed
      Class H Claims are entitled to vote on the Plan.

Visteon notes that the proposed distributions under the Amended
Plan are a significant improvement over the proposed
distributions in the originally filed plan of reorganization.
Nevertheless, the Amended Plan still leaves the bondholders and
other general unsecured creditors substantially impaired.  The
Amended Plan does not provide for any recovery to holders of
Visteon's equity securities.

The Amended Plan also provides that the Management Equity
Incentive Program, the Incentive Program, as amended, the Key
Employee Incentive Plan, the Deferred Compensation Plan for Non-
Employee Directors, and the Severance Program will be adopted,
approved, and authorized without further action of reorganized
Visteon or the New Board.

Visteon will, however, reject the Pension Parity Plan, the
Executive Separation Allowance Plan, the Supplemental Executive
Retirement Plan, and the Visteon Corporation Deferred
Compensation Plan.  Without further action of the New Board,
reorganized Visteon will establish a new supplemental executive
retirement plan and a new pension parity plan and will provide
benefits to eligible active employees of reorganized Visteon
under those plans that are at least equal to the benefits accrued
by those active employees under the Supplemental Executive
Retirement Plan and the Pension Parity Plan as of one business
day prior to the date of any further amendment of that plan.
Those active employees will be deemed to have waived any and all
Claims arising under the Supplemental Executive Retirement Plan
and the Pension Parity Plan.

Consistent with Rule 3003(c) of the Federal Rules of Bankruptcy
Procedure, reorganized Visteon will recognize a Proof of Claim
filed by the Notes Trustee in respect of the 7.00% Senior Notes
Claim, 8.25% Senior Notes Claim, and 12.25% Senior Notes Claim.
Accordingly, any Claim, proof of which is by the registered or
beneficial holder of a Claim, may be disallowed as duplicative of
a Claim of the Notes Trustee, without need for any further action
or Bankruptcy Court order.

Moreover, a condition precedent to consummation of the Plan has
been added under the Amended Plan, which provides that Visteon
will have entered into an exit financing facility with an
aggregate commitment and availability of no more than
$300 million as of the Plan Effective Date.

The Amended Plan has the express and unanimous support of the ad
hoc committee of term loan holders, as well as the support of
other significant term lenders with aggregate holdings of
approximately 74% of the term lenders' secured claim, Visteon
related in a press release.  Under the Amended Plan, the term
lenders' entire $1.629 billion secured claim will be converted to
equity, which would leave the reorganized company virtually free
of debt in the U.S.  Visteon believes that its pro forma balance
sheet will position it to enhance customer relationships and
participate in a rapidly changing global market.

Visteon avers that it has been having ongoing discussions with an
ad hoc group of its prepetition bondholders regarding an
alternative plan of reorganization that would be predicated on a
backstopped rights offering for the equity of the reorganized
company.  As of March 15, 2010, however, Visteon has not received
a proposal that it considers acceptable.  Nonetheless, Visteon
has not terminated those discussions and has advised the ad hoc
group it is receptive to reviewing any proposals.

Visteon intends to seek approval of the Amended Disclosure
Agreement at a hearing scheduled for April 13, 2010.  If the
Disclosure Statement is approved, Visteon will begin soliciting
acceptances of the Amended Plan of Reorganization immediately
thereafter and seek its confirmation by the Bankruptcy Court.

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

     http://bankrupt.com/misc/Visteon_1stAmendedPlan.pdf
     http://bankrupt.com/misc/Visteon_1stAmendedRed.pdf

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

     http://bankrupt.com/misc/Visteon_1stAmendedDS.pdf
     http://bankrupt.com/misc/Visteon_1stAmendDSRed.pdf

In a separate filing, Visteon delivered to the Court a Board
Selection Term Sheet as a plan supplement.  The Term Sheet
governs the process by which Visteon will select nine individuals
to serve on the board of directors of reorganized Visteon.  A
full-text copy of the Board Selection Term Sheet is available for
free at http://bankrupt.com/misc/Visteon_PlanSupplement.pdf

                 Plan Exclusivity Until April 30

Judge Sontchi has extended the exclusive deadline for the Debtors
to file a Chapter 11 plan through April 30, 2010 and to solicit
acceptances of that Plan through July 30, 2010.

Prior to the entry of the Court's order, the Debtors certified
that no objections were asserted against the requested extension.

                    About Visteon Corporation

Visteon Corporation is a leading global automotive supplier that
designs, engineers and manufactures innovative climate, interior,
electronic and lighting products for vehicle manufacturers. With
corporate offices in Van Buren Township, Mich. (U.S.); Shanghai,
China; and Chelmsford, UK; the company has facilities in 25
countries and employs approximately 29,500 people.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Proposes Plan Support Pact With Term Lenders
----------------------------------------------------------
Visteon Corp. and its units seek the Court's authority to execute
and implement the terms of a plan support agreement with certain
lenders under an Amended and Restated Credit Agreement dated as of
April 10, 2007.

The Debtors note that they have filed with the Court a First
Amended Plan and Disclosure Statement dated March 15, 2010.
Because the claims of the Term Lenders will be satisfied with
common stock under the revised plan, confirmation of the revised
plan will require the consent of the Term Lender Class.  To
document that consent, the Consenting Lenders and the Debtors
have agreed to enter into the Plan Support Agreement, thereby
solidifying their commitment to support the confirmation and
consummation of the revised plan.

Among other things, pursuant to the Plan Support Agreement, the
Consenting Lenders agree to:

  (a) support entry of an order approving the Disclosure
      Statement for the Revised Plan; and

  (b) upon entry of that order, execute the Plan Support
      Agreement and become bound to vote to accept the Revised
      Plan when solicited by the Debtors subject to certain
      conditions.

Importantly, to the extent the Disclosure Statement or the order
approving the Disclosure Statement are not reasonably
satisfactory to the Consenting Lenders, or to the extent the
Revised Plan materially changes, the Consenting Lenders will not
be bound to vote to accept the Revised Plan.

Moreover, although the Debtors believe that seeking confirmation
of the Plan is in the best interests of their estates, nothing in
the Plan Support Agreement will restrict the Debtors' ability to
consider alternative plan structures presented by the Noteholders
or other parties in a manner consistent with the Debtors'
fiduciary duties.

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

Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, asserts that entry into the Plan Support
Agreement does not constitute a "solicitation" of the Consenting
Lenders votes in favor of the Revised Plan under Section 1125 of
the Bankruptcy Code.

Section 1125(b) provides that "an acceptance or rejection of a
plan may not be solicited . . . unless, at the time of or before
such solicitation, there is transmitted . . . a written
disclosure statement approved, after notice and a hearing, by the
court as containing adequate information."

"Because the Plan Support Agreement, which is conditioned on
Court approval and will not be executed until such approval is
attained, provides that the Consenting Holders are not obligated
to support the plan if it is later modified to include any
material term in conflict with the terms upon which the parties
are now agreed, the Plan Support Agreement complies with the
requirements of section 1125 of the Bankruptcy Code," Mr. Billion
contends.

Moreover, the Debtors seek that their Motion be heard as soon the
Court's schedule permits.  The Official Committee of Unsecured
Creditors opposes the expedited hearing request, and asserts that
granting the Debtors' hearing request will unfairly limit
interested parties' opportunity to evaluate the Motion and if
necessary, submit an objection.  The Committee insists the Motion
should be head no earlier than the April omnibus hearing.

                    About Visteon Corporation

Visteon Corporation is a leading global automotive supplier that
designs, engineers and manufactures innovative climate, interior,
electronic and lighting products for vehicle manufacturers. With
corporate offices in Van Buren Township, Mich. (U.S.); Shanghai,
China; and Chelmsford, UK; the company has facilities in 25
countries and employs approximately 29,500 people.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VYTERIS INC: Spencer Trask's Kimberlin Holds 82.9% of Shares
------------------------------------------------------------
Kevin B. Kimberlin may be deemed to be the beneficial owner of
52,179,620 shares of VYTERIS, INC. common stock, representing
82.9% of such class of securities, based on 62,318,817 shares of
Common Stock issued and outstanding as of December 31, 2009.

The shares of Common Stock and securities convertible into, or
exercisable for, shares of Common Stock are held directly by
Spencer Trask Specialty Group, LLC, which is principally engaged
in the business of investing in securities; Spencer Trask
Ventures, Inc., a registered broker-dealer; Spencer Trask Private
Equity Fund I LP, Spencer Trask Private Equity Fund II LP, Spencer
Trask Private Equity Accredited Fund III LLC, and Spencer Trask
Illumination Fund LLC; and Scimitar Holdings, LLC.

Mr. Kimberlin is the non-member manager of STSG.  Mr. Kimberlin is
also the controlling stockholder of Spencer Trask & Co., Inc., the
100% parent of STVI.  STVI is managed by a two-person board of
directors, one of whom is Mr.  Kimberlin.  The general partner of
each of Fund I and Fund II is Trask Partners LLC, which is 100%
owned by ST & Co.  The manager of each of Fund I and Fund II is ST
Management LLC.  Fund III is managed by Spencer Trask Private
Equity Accredited Fund III Management, LLC, which is 100% owned by
ST & Co.  Illumination is managed by LLC Management Services,
Inc., which is 100% owned by ST & Co.  Each of Fund III and
Illumination has retained ST Management in connection with its
day-to-day operations.  Scimitar is a wholly owned subsidiary of
ST & Co.

On December 24, 2009, pursuant to the Amendment to Restructuring
Agreement, dated December 24, 2009, STSG and affiliates agreed to
convert all existing debt and preferred stock in excess of debt of
$2,000,000, including interest and dividends, held by STSG, into
common stock of Vyteris.  The conversion occurred simultaneously
with the execution of the Amendment and the debt and preferred
stock converted into Vyteris common stock in full satisfaction of
all amounts owed by Vyteris to STSG, except for the Remaining
Debt, at $0.40 per share.  Upon execution of the Amendment, the
debt and preferred stock was deemed retired and satisfied, except
for the Remaining Debt, without any further action required by
either party, and was deemed surrendered.  The obligations with
respect to the Remaining Debt are secured by a lien on Vyteris'
assets, subordinate to the rights of other indebtedness, including
but not limited to convertible debt securities.  The Remaining
Debt bears interest at a rate of 6% per annum, payable at maturity
of the Remaining Debt.  Vyteris made a prepayment to STSG of
$250,000 on December 28, 2009, and has agreed to prepay another
$500,000 upon raising $3,000,000 in a Qualified Financing.

In February 2010, Vyteris unveiled a private placement of
$1,060,000 of Senior Subordinated Convertible Promissory Notes due
2013.  Vyteris intends to use the net proceeds of the private
placement for research and development, working capital and
general corporate purposes.

The notes bear no interest and are convertible into common stock
of Vyteris at an initial conversion price of $0.20 per share.  The
sale of the notes also included issuance to investors of five-year
warrants exercisable for an aggregate of 5,300,000 shares of
Vyteris common stock at $0.20 per share.

Haro Hartounian, Ph.D., president and chief executive officer of
Vyteris, said in February that over the past three months, the
Company's financial restructuring efforts have raised $4.0 million
in capital and eliminated roughly $25.0 million in debt and
redeemable preferred stock.

                          Going Concern

At September 30, 2009, the Company had total assets of $1,052,829
against total liabilities of $33,793,157, resulting in
stockholders' deficit of $32,740,328.

"There is substantial doubt about our ability to continue as a
going concern. We have implemented severe cost reduction measures,
including headcount reductions, abandoning our leased facility at
17-01 Pollitt Drive, Fair Lawn, NJ and reducing the level of
effort spent on research and development programs, other than our
female infertility treatment," the Company said in its Form 10-Q
filing for the September 30, 2009 quarterly period.

A significant portion of the Company's indebtedness will become
due in June 2010.  The Company has said it is likely that
additional funding will not be available on favorable terms if
available at all.  "Unless we are able to raise sufficient capital
to fund payment of those past due amounts, we may be forced to
consider extraordinary measures such as bankruptcy," the Company
said.

                       About Vyteris Inc.

Vyteris Inc. -- http://www.vyteris.com/-- has developed and
produced the first FDA-approved electronically controlled
transdermal drug delivery system that delivers drugs through the
skin comfortably, without needles.  This platform technology can
be used to administer a wide variety of therapeutics either
directly into the skin or into the bloodstream.  Vyteris Inc.
holds roughly 50 U.S. patents and over 70 foreign patents relating
to the delivery of drugs across the skin using an electronically
controlled "Smart Patch" device.


VYTERIS INC: Lehman Brothers Bankhaus Holds 6.4% of Shares
----------------------------------------------------------
Lehman Brothers Bankhaus AG (i. Ins.) disclosed that as of
December 31, 2009, it may be deemed to beneficially own 662,002
shares or roughly 6.4% of the common stock of Vyteris Inc.

                          Going Concern

At September 30, 2009, the Company had total assets of $1,052,829
against total liabilities of $33,793,157, resulting in
stockholders' deficit of $32,740,328.

"There is substantial doubt about our ability to continue as a
going concern. We have implemented severe cost reduction measures,
including headcount reductions, abandoning our leased facility at
17-01 Pollitt Drive, Fair Lawn, NJ and reducing the level of
effort spent on research and development programs, other than our
female infertility treatment," the Company said in its Form 10-Q
filing for the September 30, 2009 quarterly period.

A significant portion of the Company's indebtedness will become
due in June 2010.  The Company has said it is likely that
additional funding will not be available on favorable terms if
available at all.  "Unless we are able to raise sufficient capital
to fund payment of those past due amounts, we may be forced to
consider extraordinary measures such as bankruptcy," the Company
said.

In February 2010, Vyteris unveiled a private placement of
$1,060,000 of Senior Subordinated Convertible Promissory Notes due
2013.  Vyteris intends to use the net proceeds of the private
placement for research and development, working capital and
general corporate purposes.

The notes bear no interest and are convertible into common stock
of Vyteris at an initial conversion price of $0.20 per share.  The
sale of the notes also included issuance to investors of five-year
warrants exercisable for an aggregate of 5,300,000 shares of
Vyteris common stock at $0.20 per share.

Haro Hartounian, Ph.D., president and chief executive officer of
Vyteris, said in February that over the past three months, the
Company's financial restructuring efforts have raised $4.0 million
in capital and eliminated roughly $25.0 million in debt and
redeemable preferred stock.

                       About Vyteris Inc.

Vyteris Inc. -- http://www.vyteris.com/-- has developed and
produced the first FDA-approved electronically controlled
transdermal drug delivery system that delivers drugs through the
skin comfortably, without needles.  This platform technology can
be used to administer a wide variety of therapeutics either
directly into the skin or into the bloodstream.  Vyteris Inc.
holds roughly 50 U.S. patents and over 70 foreign patents relating
to the delivery of drugs across the skin using an electronically
controlled "Smart Patch" device.


WALKING COMPANY: To Emerge From Bankruptcy in April
---------------------------------------------------
The Walking Company Holdings, Inc., disclosed that the
confirmation hearing to emerge from chapter 11 bankruptcy
protection is scheduled for April 23, 2010.  The Company expects
their reorganization plan to be confirmed and the funding for
reorganization to be closed in order to emerge from bankruptcy
early in the week of April 26.

Working closely with its bank, landlords, vendors, and
shareholders since filing in December of 2009, the Company has
been able to restructure its balance sheet and long-term financial
obligations.  As a result, the Company submitted a reorganization
plan to keep 207 of its 214 current store locations open and pay
off all of its debts and future obligations to trade creditors.

The Company is represented by Mette Kurth of Arent Fox and the
committee is represented by Hamid Rafatjoo of Pachulski Stang
Ziehl & Jones.

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: Wants Tranquility's $49MM Claim Disallowed
-------------------------------------------------------------
In March 2009, Tranquility Master Fund, Ltd., filed Claim No. 2206
for $49,603,057 against Washington Mutual, Inc.

Under its Claim, Tranquility asserted, among other things, that
"as early as 2001, WaMu engaged in improper appraisal practices,
eventually including a scheme with two purportedly independent
nationwide appraisers to artificially inflate the appraised value
of homes serving as collateral for the loans it originates."

Tranquility related that from 2006 through 2007, it purchased
approximately $71,000,000 in certain mortgage-backed securities
or Trust Certificates from WaMu Capital Corp.  The Trust
Certificates were issued from July 2005 through May 2007 by
certain special-purpose trusts created by Washington Mutual Bank,
Tranquility noted.

The Trust Certificates were issued by the Special Purpose Trusts
pursuant to Pooling and Servicing Agreements entered into by each
of WaMu Asset Acceptance Corp. or Washington Mutual Mortgage
Securities Corp, as the case may be, and other counterparties and
are supported by pools of mortgage loans, Mark D. Collins, Esq.,
at Richards, Layton & Finger, P.A., in Wilmington, Delaware,
relates.

Mr. Collins clarifies that contrary to Tranquility's allegation,
WaMu is not a party to any of the Pooling and Servicing
Agreements or the other documents related to the issuance of any
of the Trust Certificates.  Upon issuance, the Trust Certificates
were sold to WaMu Capital for resale to investors, he maintains.

Mr. Collins relates that many of the loans that supported the
Trust Certificates were first sold pursuant to Loan Sale
Agreements entered into by and between WMB, which contain loan-
level representations and warranties and related repurchase
liabilities.  Those Loan Sale Agreements were (i) rejected by
J.P. Morgan Chase Bank, N.A., via the Purchase and Assumption
Agreement dated September 25, 2008, between JPMorgan and the
Federal Deposit Insurance Corporation, and (ii) subsequently
repudiated by the FDIC.

In this regard, WMB and its subsidiaries, rather than WaMu, were
responsible for all liabilities related to any origination
errors, Mr. Collins points out.  He contends that the allegations
in Tranquility's Claim are completely unrelated to WaMu, which
merely acted as the shareholder to WMB and other subsidiaries.

"All of the alleged misconduct described in Claim [No. 2206]
occurred at other, non-debtor entities including WMB.  WaMu did
not engage in any banking activities on its own, was not involved
in the day-to-day banking activities of WMB and played no role in
the creation of and marketing of the securities subject to the
Claim," Mr. Collins tells the Court.

Tranquility's losses were not the result of the "alleged material
misstatements and omissions" of WaMu, but were caused by factors
outside the control of WaMu and others, including the unexpected
collapse of the real estate and mortgage markets, the
unprecedented credit crisis, and a global economic recession, Mr.
Collins maintains.  "Yet, Tranquility brings this claim in an
effort to shift the blame for such losses and avoid the
consequences of its own risky investments," he notes.

Against this backdrop, the Debtors ask the Court to disallow
Claim No. 2206 in its entirety.

                    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).


WATERSIDE CAPITAL: Delisted at Nasdaq Effective March 19
--------------------------------------------------------
The Nasdaq Stock Market, Inc., has determined to remove from
listing the common stock of Waterside Capital Corporation,
effective at the opening of the trading session on March 19, 2010.
Based on review of the information provided by the Company, Nasdaq
Staff determined that the Company no longer qualified for listing
on the Exchange pursuant to Listing Rule 5550(a)(5). The Company
was notified of the Staff's determinations on December 17, 2009.

The Company requested a review of the Staff's determination before
the Listing Qualifications Hearings Panel, but before the
scheduled hearing took place, withdrew its request for an appeal.
The Staff's determinations became final on January 7, 2010, and
trading in the Company's securities was suspended on January 11,
2010.

Waterside Capital Corporation is a Small Business Investment
Company headquartered in Virginia Beach, Virginia, with a
portfolio of approximately $17.8 million of loans and investments
in 13 companies located primarily in the Mid-Atlantic region.
Waterside Capital's individual investments range from $500,000 to
more than $3 million.


W&T OFFSHORE: S&P Affirms Corporate Credit Rating at 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on W&T Offshore Inc.  At the same time, S&P raised
the issue-level rating on the company's $450 million senior
unsecured notes due 2014 to 'B+' (one notch above the corporate
credit rating) from 'B', and revised the recovery rating to '2',
indicating expectations of substantial recovery (70% to 90%) from
'4'.  The outlook remains stable.

A revised recovery analysis on W&T will be published following
this report.

"The ratings on oil and gas exploration and production company W&T
Offshore Inc. reflect the company's geographic concentration in
the high-risk offshore Gulf of Mexico, high finding and
development costs, weak internal reserve replacement measures and
current softness in natural gas prices," said Standard & Poor's
credit analyst Kenneth Cox.  The rating also reflects good
liquidity, management's long operating history in the Gulf,
healthy oil prices, and a well-balanced production mix between
crude oil and natural gas.

W&T's business profile is vulnerable.  The company's proved
reserves base totaled 371 billion cubic feet equivalent at year-
end 2009, which is relatively small.  While all of these reserves
are in the high operating risk Gulf of Mexico, they are fairly
well spread out, with the vast majority of reserves in the
conventional shelf.  As with all Gulf of Mexico-based producers,
its reserve life is short, at only about four years (three years
on a proved developed basis).  About 45% of the company's reserve
base is natural gas, with 76% classified as proved developed.
Because W&T faces sharp decline curves and focuses on higher-risk
exploratory drilling, Standard & Poor's Ratings Services judges
the company's business risk profile as riskier than that of most
of its onshore-focused peers.

S&P could take negative ratings actions if costs continue to rise,
debt leverage exceeds 3.5x, liquidity decreases significantly, or
reserve replacement metrics remain weak.  Alternatively, if W&T
establishes a consistent track record of replacing reserves in a
cost-efficient manner, while sustaining sufficient liquidity and
maintaining debt leverage below 2x, S&P could take positive
ratings actions.


WEIGHT WATCHERS: Maturity Extension Won't Move Moody's Ba1 Rating
-----------------------------------------------------------------
Moody's Investors Service stated that Weight Watchers
International, Inc.'s proposal to extend the maturity date of its
secured revolving and term loan facilities will have no immediate
impact on its Ba1 Corporate Family Rating, Ba1 credit facility
rating or stable outlook.

The last rating action on Weight Watchers was on January 4, 2007,
when Moody's assigned a Ba1 rating to a proposed $1.2 billion
senior secured term loan facility and affirmed existing credit
ratings.

Weight Watchers is a leading global provider of weight management
services and a leading global branded consumer company.  Revenues
were approximately $1.4 billion in the year ended January 3, 2009.


WHOLESALE PROPERTIES: Gets Interim Court OK to Use Cash Collateral
------------------------------------------------------------------
Wholesale Properties I, LLC, and Wholesale Properties II, LLC,
sought and obtained interim authorization from the U.S. bankruptcy
court for the Northern District of Texas to use the cash
collateral securing their obligation to their prepetition lenders.

The cash is subject to the liens and alleged liens of GP Warehouse
Funding, LLC (GPWF); Wholesale Petroleum Partners, L.P. (WPPLP);
and ad valorem taxing authorities.  In addition, Debtors believe
that Suellen Trunnell (Trunnell); Valor, LLC; and Wholesale
Petroleum Distribution, LLC, may also claim an interest in cash
collateral of the Debtors.  The Debtors also believe that
Hinderliter Construction Inc. may claim a mechanics' lien in the
certain of the Debtors' properties.

Mark J. Petrocchi, Esq., at Griffith, Jay & Michel, LLP, the
attorney for the Debtors, explains that the Debtors need the money
to fund their Chapter 11 case, pay suppliers and other parties.
The Debtors will use the collateral pursuant to a budget, a copy
of which is available for free at:

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

Based upon the value of the assets of the Debtors, the Debtors
believe that the collateral pledged to the GPWF, WPPLP, and
Trunnell provide each of those creditors an equity cushion
sufficient to protect such creditors for the use of cash.

The Debtors say that they are prepared to offer fair protection to
GPWF, WPPLP and Trunnell, included but not limited to providing
regular reporting consistent with the reporting provided to the
United States Trustee, reasonable additional reporting generally
prepared by the Debtors or which may be prepared by the Debtors
without undue burden.

Waxihachie, Texas-based Wholesale Properties II, LLC, filed for
Chapter 11 bankruptcy protection on March 12, 2010 (Bankr. N.D.
Texas Case No. 10-31790).  Mark Joseph Petrocchi, Esq., at
Griffith, Jay & Michel, 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.

The Debtor's affiliate, Wholesale Properties I, LLC, filed a
separate Chapter 11 petition on March 12, 2010 (Case No. 10-
31787), estimating its assets and debts at $1 million to
$10 million.


WIESE PROPERTY TRUST: Kenartha Gets Judgment in Litigation Case
---------------------------------------------------------------
Kenartha Oil and Gas Company Limited, is pleased to report the
Ontario Superior Court of Justice ruled in favour of Kenartha as
plaintiff in the litigation against Wiese Property Trust and
482018 British Columbia Ltd. and Mr. Wolf Wiese jointly as the
defendants.

The Court Judgment noted that the defendants are in default and
ordered the defendants to pay the sum of $150,000, plus
prejudgment interest of $5,125.80, plus post judgment interest
calculated pursuant to the Court of Justice Act, plus the costs of
$1,000.

The litigation arose from the refusal of the defendants to honour
an executed Promissory Note pledged as payment collateral for
receiving 1 million shares of Millstream Mines Ltd. (CA:MLM 0.06,
+0.01, +9.09%)  priced at $0.15 per share.

With Judgment awarded by the courts, Kenartha will aggressively
seek restitution from the defendants Wiese Property Trust, 482018
British Columbia Ltd. and Mr. Wolf Wiese currently listed as the
President, CEO of Golden Dawn Minerals.

Kenartha Oil and Gas Company Limited is a junior natural resource
explorer and producer of natural gas in southern Ontario, Canada.
The Company has in production two (2) NG Wells (100% owned) in
Wellington Township, Ontario, and has a 49% working interest in
sixteen (16) producing NG Wells in Norfolk-Haldimand County,
Ontario.


WORLDSPACE INC: Liberty Not Opposed to Crashing Satellites
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on March 24 to consider a request by WorldSpace
Inc. to send its two satellites crashing to earth.

According to Bloomberg's Bill Rochelle, Liberty Satellite Radio
LLC said in a court filing that it has no objection to destroying
the satellites if WorldSpace believes it has no other choice.

The report adds that Liberty, however, objects to WorldSpace's
alternative requests, including authority to sell the satellites
if a buyer appears.  As a lender that financed the Chapter 11
case, Liberty wants WorldSpace to file a motion and give notice if
a buyer turns up.  Liberty also says it doesn't want to be given
the satellites through a bankruptcy process known as abandonment.

Liberty notes that the satellites are owned by affiliates of
WorldSpace that aren't themselves in Chapter 11.  Liberty argues
that the bankruptcy court doesn't have power to abandon or sell
assets that aren't owned by a company in Chapter 11.

                      WorldSpace's Request

orldSpace 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.

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.

                       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.


* Moody's: Dodd Bill May Reduce Systemic Support for Bank Debt
--------------------------------------------------------------
If the Dodd Bill is enacted in its current form, Moody's Investors
Service says in a new report, the rating agency likely would re-
evaluate its systemic support assumptions for the nation's banks.
Enactment of the bill could also prompt fixed-income investors'
concerns over the proposed resolution powers -- concerns that
might constrain the banks' wholesale funding.

"Within the Dodd Bill in its current form, there are three key
provisions that we believe may have the most significant credit
implications for U.S. banks," says Senior Vice President Sean
Jones, one of the authors of the report.  These three provisions
-- each discussed in the Moody's report -- pertain to: resolution
powers, the regulatory regime, and the OTC derivatives market.

A key component of the Dodd framework is an attempt to keep the
systemically important functions of an institution viable and in
operation, while exposing unsecured creditors of the failed part
of the institution to losses in accordance with their priorities
of claim.  "To the extent that such resolution authority becomes
law, and to the further extent that we find it to be credible and
likely to be used," Mr. Jones states, "we would need to
re-evaluate our systemic support assumptions that currently
provide lift to the deposit and debt ratings Moody's assigns to a
number of U.S. banks."

The Dodd Bill also stipulates that there will be a strong
presumption that creditors and shareholders of the failed company
will bear losses during the receivership process.  "We would
expect fixed income investors to have serious worries about
potential losses under the new resolution powers -- worries that
would trump any comfort they might receive from better stand-alone
financial strength as a result of new regulations," Mr. Jones
says.  He points out that this could eventually make wholesale
funding more difficult and costly to obtain for U.S. banks and
their holding companies.

"Further," the analyst adds, "the market as a whole generally does
not isolate its concerns on just one large institution, especially
given the interconnectedness of the banks that are the target of
this bill."  "Therefore," Mr. Jones concludes, "we believe there
is a very real risk of contagion by investors that would present
practical barriers to the ability of the regulators to withhold
support for one troubled institution while maintaining overall
market stability."

The Dodd Bill is one legislative step in the possible creation of
a law to address systemic risk issues in the United States. It is
still unclear what the final law will be, and Moody's does not
expect to take related rating actions until there is clarity on
the nature of that law.

The title of the report is titled "Dodd Bill May Reduce Systemic
Support for Bank Debt."


* BuckleySandler LLP Expands West Coast Litigation Practice
-----------------------------------------------------------
BuckleySandler LLP, a leading financial services law firm based in
Washington, DC, with offices in Los Angeles and New York, has
announced that Donna L. Wilson, a highly regarded class action
defense and insurance coverage litigator, has joined the firm as a
partner to be resident in Los Angeles.

"Donna's extensive litigation experience, particularly in
California federal and state court, will substantially enhance
BuckleySandler's West Coast litigation capabilities.  Her
expertise in consumer class action litigation defense and
insurance recovery disputes on behalf of corporate policyholders
will be of great value to our clients," said Andrew L. Sandler,
Co-Chair of BuckleySandler LLP.

Ms. Wilson represents financial services companies, including
banks, mortgage companies, national retailers, franchisors,
telecommunications and media companies, in a variety of privacy
and information security, fair credit and state unfair and
deceptive trade practices matters.  She utilizes her litigation
experience to provide practical and effective compliance
counseling, particularly with respect to privacy, information
security and data breach matters.  In addition, Ms. Wilson assists
corporate and individual policyholders in obtaining insurance
coverage in disputes involving claims from individual
directors/officers for defense costs, claims for defense costs and
damages arising from alleged privacy and data breaches, and claims
for defense and liability costs for mass torts such as lead
pigment and asbestos.

"I am very excited about joining BuckleySandler and helping to
expand its West Coast litigation practice.  The firm's expertise
in financial services and privacy and consumer protection matters,
its overall litigation strength, and its existing California
presence make it an ideal place to grow a West Coast litigation
and compliance counseling practice serving a diverse set of
clients," Ms. Wilson said.

"We are delighted to have Donna join us to dramatically expand our
on-the-ground litigation capability on the West Coast," noted
Clinton R. Rockwell, Managing Partner of BuckleySandler's Los
Angeles Office.

Ms. Wilson is Co-Chair of the Environmental Coverage Subcommittee
of the Insurance Coverage Litigation Committee of the Section of
Litigation of the American Bar Association and a former Co-Chair
of the Bankruptcy & Insolvency Subcommittee of the Insurance
Coverage Litigation Committee.  She is also Co-Founder and Co-
Chair of the Insurance Law Forum, Women's Bar Association of the
District of Columbia.

Ms. Wilson joins BuckleySandler LLP from Kelley Drye LLP, where
she was a litigation partner and co-chair of that firm's Consumer
Financial Services practice group.  Previously, she was a partner
at Gilbert, Heintz & Randolph LLP and a senior litigation
associate at Skadden, Arps, Slate, Meagher & Flom LLP where she
worked with BuckleySandler senior litigation partners Andrew L.
Sandler and Benjamin B. Klubes.

Ms. Wilson also served as a law clerk to Judge David R. Thompson
of the United States Court of Appeals for the Ninth Circuit and
Judge Stanley S. Brotman of the United States District Court for
the District of New Jersey.  Ms. Wilson received a bachelor's
degree from The George Washington University, and her J.D. from
University of Virginia (Order of the Coif), where she was an
editor of the Virginia Law Review.

                    About BuckleySandler LLP

With over 75 lawyers in Washington, DC, Los Angeles and New York,
BuckleySandler provides best-in-class legal counsel to meet the
challenges of its financial services industry and other corporate
and individual clients across the full range of government
enforcement actions, complex and class action litigation,
transactional, regulatory, and public policy issues.  As a firm
representing many of the nation's leading banks, mortgage lenders,
mortgage servicers, credit card companies, investment banks,
private equity firms, insurance companies, securities firms and
other financial services companies during the current financial
services crisis, BuckleySandler's knowledge and understanding of
the regulatory and legislative process enables its litigation and
financial services attorneys to keep their clients abreast of the
laws that govern the industry, how they are shaped in Congress and
how to respond and comply as new regulations are announced.


* Court Filing Details Alleged Misconduct by Simpson Thacher
------------------------------------------------------------
A newly amended complaint filed in Santa Clara County Superior
Court (Case No. 1-08-CV-110304) details how lawyers from the firm
of Simpson, Thacher and Bartlett, LLP, concealed a massive fraud
from the board of directors of a California technology company,
allowing the corporation's CEO to abscond with millions in ill-
gotten funds.

The new filing, made on behalf of PrediWave Corporation, outlines
how Simpson Thacher uncovered a massive fraud scheme being
perpetrated by former PrediWave chief executive Jianping "Tony"
Qu.  But attorneys at Simpson Thacher chose to conceal that
information from the company and even obstructed the investigation
into Qu's actions by members of PrediWave's board of directors.

"As this amended complaint reveals, Simpson Thacher is guilty of
the most egregious legal misconduct and malpractice," said Steve
Owens, attorney for PrediWave.  "The attorneys at Simpson Thacher
had an ethical and fiduciary duty to inform the directors at
PrediWave of Mr. Qu's illegal and damaging actions.  Instead, they
chose to shield Mr. Qu, allowing him to cause further harm and
continue looting the corporation for his own personal financial
gain."

Ultimately, Mr. Qu fled the United States in 2006 after
transferring more than $40 million in corporate funds to a bank
account in Japan.  PrediWave was ruined by a $2.8 billion judgment
against it because of Qu's fraudulent conduct.  Mr. Qu remains an
international fugitive to this day.

The allegations contained in the amended complaint filed today
include:

   -- Attorneys for Simpson Thacher became aware by December 1,
      2004, that Mr. Qu was directing the sale of tens of millions
      of dollars of memory chips to PrediWave through a shell
      corporation whose profits were pocketed by Mr. Qu.

   -- Simpson Thacher uncovered evidence showing that delivery
      records and price quotes from a non-existent Chinese company
      were falsified, while the memory chips themselves were
      purchased from a tech firm operating only a few miles from
      PrediWave's Fremont headquarters.

   -- Mr. Qu was paid a $25 million bonus in January 2005 while
      Simpson Thacher sat on the evidence it had gathered
      regarding his activities.

   -- Attorneys for Simpson Thacher filed a lawsuit in May 2004
      preventing two PrediWave directors from reviewing company
      documents and conducting an investigation that would reveal
      Mr. Qu's misconduct.

   -- In 2005, Simpson Thacher chose to hire a private
      investigations firm, not for the purpose of exposing Mr.
      Qu's actions, but to determine the probability of the fraud
      going public.  Simpson Thacher never disclosed the results
      of that investigation to PrediWave's board of directors.

   -- While serving as PrediWave's counsel for only little over a
      year, Simpson Thacher billed over $16 million in legal fees.
      At the same time, Mr. Qu was receiving approximately
      $25 million in annual bonuses from a company that had
      recorded no sales and no profits.

"The evidence will show that Simpson Thacher profited handsomely
during its short representation of PrediWave, all the while
failing in its basic legal duty to protect the larger interests of
the company and its board of directors," said Owens.  "At no time
did attorneys for Simpson Thacher seek a waiver for their clear
conflict of interest in representing both a corporation and its
chief executive who had been accused by members of its board of
directors of fraud.  And, once it became clear that there was an
actual conflict of interest that could not be waived, at no time
did Simpson ever seek to withdraw from the conflicted
representation.  Instead, Simpson concealed Mr. Qu's fraud against
PrediWave at the clear expense of the corporation, its employees
and investors."

This isn't the first time that Simpson Thacher has been accused of
impropriety and malpractice arising from conflicts of interest.
The firm was also counsel to Global Crossing and oversaw its
infamous collapse, after which Simpson came under heavy criticism
for failing to investigate properly a whistleblower's claims of
accounting irregularities or notify Global Crossing's auditors of
these claims until after the company had filed for bankruptcy.

In 2003, an investigation report filed with the US bankruptcy
court in the Global Crossing matter concluded that Simpson Thacher
and one of its partners had "breached their respective
professional obligations to the Company, which suffered
significant damages as a result."

PrediWave is seeking over $100 million in restitution and
disgorgement of all fees from Simpson Thacher.  A case management
conference in the litigation is scheduled for March 30 in Santa
Clara County Superior Court.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                        Total
                                             Total     Share-
                                  Total    Working   Holders'
                                 Assets    Capital     Equity
Company          Ticker          ($MM)      ($MM)      ($MM)
-------          ------         ------    -------   --------
AUTOZONE INC       AZO US        5,425.0     (100.6)    (421.7)
DUN & BRADSTREET   DNB US        1,749.4      (99.5)    (734.0)
MEAD JOHNSON       MJN US        2,070.3      235.9     (664.3)
BOARDWALK REAL E   BEI-U CN      2,378.3        -        (45.0)
NAVISTAR INTL      NAV US        9,126.0    1,277.0   (1,622.0)
UNISYS CORP        UIS US        2,956.9      308.6   (1,271.7)
TAUBMAN CENTERS    TCO US        2,606.9        -       (474.7)
BOARDWALK REAL E   BOWFF US      2,378.3        -        (45.0)
INTERMUNE INC      ITMN US         114.7       73.5     (105.8)
CHOICE HOTELS      CHH US          340.0       (3.9)    (114.2)
WR GRACE & CO      GRA US        3,968.2    1,134.0     (290.5)
DEX ONE CORP       DEXO US       4,498.8     (402.9)  (6,919.0)
MOODY'S CORP       MCO US        2,003.3     (223.1)    (596.1)
LINEAR TECH CORP   LLTC US       1,512.8      673.5     (114.3)
WEIGHT WATCHERS    WTW US        1,087.5     (336.1)    (733.3)
CABLEVISION SYS    CVC US        9,325.7      (14.9)  (5,143.3)
IPCS INC           IPCS US         559.2       72.1      (33.0)
PETROALGAE INC     PALG US           3.2       (6.6)     (40.1)
SUN COMMUNITIES    SUI US        1,181.4        -       (111.3)
DISH NETWORK-A     DISH US       8,295.3      188.7   (2,091.7)
UAL CORP           UAUA US      18,684.0   (1,368.0)  (2,811.0)
HEALTHSOUTH CORP   HLS US        1,681.5       34.8     (510.2)
NATIONAL CINEMED   NCMI US         628.2       92.8     (493.1)
REGAL ENTERTAI-A   RGC US        2,637.7       32.4     (246.9)
REVLON INC-A       REV US          794.2       94.3   (1,033.6)
VECTOR GROUP LTD   VGR US          735.5      240.2       (4.7)
CHENIERE ENERGY    CQP US        1,859.5       37.3     (480.3)
TEAM HEALTH HOLD   TMH US          940.9       17.4      (92.3)
OVERSTOCK.COM      OSTK US         144.4       34.1       (3.1)
EPICEPT CORP       EPCT SS           7.5       (6.5)      (9.1)
JUST ENERGY INCO   JE-U CN       1,387.1     (387.0)    (356.5)
VENOCO INC         VQ US           739.5      (20.6)    (174.5)
DOMINO'S PIZZA     DPZ US          453.8       59.2   (1,321.0)
KNOLOGY INC        KNOL US         646.9       26.2      (33.9)
FORD MOTOR CO      F US        197,890.0   (8,112.0)  (6,515.0)
INCYTE CORP        INCY US         712.4      523.2     (102.4)
LIBBEY INC         LBY US          797.8      146.5      (66.9)
THERAVANCE         THRX US         181.4      123.1     (189.0)
ARVINMERITOR INC   ARM US        2,499.0       98.0   (1,112.0)
TALBOTS INC        TLB US          839.7       (3.9)    (190.6)
WORLD COLOR PRES   WC CN         2,641.5      479.2   (1,735.9)
WORLD COLOR PRES   WCPSF US      2,641.5      479.2   (1,735.9)
JAZZ PHARMACEUTI   JAZZ US         107.4      (22.3)     (72.8)
WORLD COLOR PRES   WC/U CN       2,641.5      479.2   (1,735.9)
GRAHAM PACKAGING   GRM US        2,126.3      167.2     (763.1)
BLOUNT INTL        BLT US          483.6      149.5       (6.7)
CARDTRONICS INC    CATM US         460.4      (47.3)      (1.3)
EXTENDICARE REAL   EXE-U CN      1,668.1      122.8      (40.9)
BLUEKNIGHT ENERG   BKEP US         316.8       (4.3)    (133.6)
PROTECTION ONE     PONE US         628.1       29.1      (83.3)
MANNKIND CORP      MNKD US         247.4        8.8      (59.2)
AFC ENTERPRISES    AFCE US         116.6       (2.7)     (18.2)
AMER AXLE & MFG    AXL US        1,986.8       71.1     (559.9)
AMR CORP           AMR US       25,438.0   (1,086.0)  (3,489.0)
DEXCOM             DXCM US          46.9       18.1      (18.4)
FORD MOTOR CO      F BB        197,890.0   (8,112.0)  (6,515.0)
CENVEO INC         CVO US        1,525.8      162.5     (176.5)
CENTENNIAL COMM    CYCL US       1,480.9      (52.1)    (925.9)
SALLY BEAUTY HOL   SBH US        1,529.7      360.6     (580.2)
UNITED RENTALS     URI US        3,859.0      244.0      (19.0)
SANDRIDGE ENERGY   SD US         2,780.3       30.4     (195.9)
US AIRWAYS GROUP   LCC US        7,454.0     (458.0)    (355.0)
ACCO BRANDS CORP   ABD US        1,106.8      238.2     (117.2)
GREAT ATLA & PAC   GAP US        3,025.4      248.7     (358.5)
WARNER MUSIC GRO   WMG US        3,934.0     (599.0)     (97.0)
LIN TV CORP-CL A   TVL US          790.5       20.4     (169.2)
PDL BIOPHARMA IN   PDLI US         338.4       22.3     (416.0)
LODGENET INTERAC   LNET US         508.4       (4.9)     (71.0)
VIRNETX HOLDING    VHC US            4.3       (0.1)      (0.1)
EXELIXIS INC       EXEL US         343.4       22.9     (163.7)
RURAL/METRO CORP   RURL US         275.4       35.2     (105.3)
RESVERLOGIX CORP   RVX CN           12.4        3.7       (9.2)
ZYMOGENETICS INC   ZGEN US         319.3      110.1       (4.0)
CYTORI THERAPEUT   CYTX US          24.7        9.9       (3.7)
EASTMAN KODAK      EK US         7,691.0    1,407.0      (33.0)
SINCLAIR BROAD-A   SBGI US       1,597.7       23.1     (202.2)
PALM INC           PALM US       1,326.9       61.0     (151.2)
VIRGIN MOBILE-A    VM US           307.4     (138.3)    (244.2)
QWEST COMMUNICAT   Q US         20,380.0     (483.0)  (1,178.0)
GENCORP INC        GY US           935.7      111.2     (289.1)
HOVNANIAN ENT-A    HOV US        2,100.2    1,222.4     (110.7)
NPS PHARM INC      NPSP US         159.6       71.3     (222.8)
CONEXANT SYS       CNXT US         273.7       65.8      (66.7)
DYAX CORP          DYAX US          51.6       23.6      (49.2)
CC MEDIA-A         CCMO US      17,696.1    1,508.0   (7,020.6)
PRIMEDIA INC       PRM US          239.7       (3.3)    (102.2)
ENERGY COMPOSITE   ENCC US           -         (0.0)      (0.0)
SEALY CORP         ZZ US         1,015.5      157.2     (108.0)
WAVE SYSTEMS-A     WAVX US           6.3       (2.0)      (1.9)
CHENIERE ENERGY    LNG US        2,732.6      220.1     (432.1)
AMERICAS ENERGY    AENY US           1.4        1.3       (0.0)
ARIAD PHARM        ARIA US          85.2       37.1      (72.3)
CINCINNATI BELL    CBB US        2,064.3       (2.8)    (654.6)
DENNY'S CORP       DENN US         312.6      (33.8)    (127.5)
GLG PARTNERS-UTS   GLG/U US        500.8      167.4     (283.6)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***