TCR_Public/100325.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 25, 2010, Vol. 14, No. 83

                            Headlines

AIRTRAN HOLDINGS: ComVest Partners Holds 3.0% of Common Stock
AIRTRAN HOLDINGS: Sees 6% Rise in Q1 2010 Total Capacity
AMCORE FINANCIAL: Operating Losses Prompt Going Concern Doubt
AMERICAN AXLE: Co-Founder Sets 10b5-1 Stock Trading Plan
AMTRUST FINANCIAL: Novak Revised Bid Wins Property & Casualty Biz

ANDERSON HOMES: Wins Permission to Sell 4 Residential Properties
ASARCO LLC: Plan Admin. Appeals Order on Plainfield Timely Filing
ASCENDIA BRANDS: Taps ASK Financial to Prosecute Preference Suits
ASCENDIA BRANDS: Wells Fargo DIP Loan to Expire at Month's End
BANK OF FLORIDA: Banks Get FDIC Directive for Capital Need

BASS PRO: Moody's Assigns Corporate Family Rating at 'Ba3'
BUFFETS INC: S&P Affirms Corporate Credit Rating at 'B-'
COMMERCIAL VEHICLE: Prices Stock Offering at $6.25 Per Share
CARTERET ARMS: Connolly Sells Five Apartment Properties
DELTA AIR: Reports $1.237 Billion Net Loss for 2009

DELTA AIR: Wants Claims Objection Deadline Moved to Dec. 31
DELTA AIR: Proposes BNY Mellon and RAIC Settlement
DELTA AIR: M. Burns Appeals Order Expunging Claims
DELTA FINANCIAL: Workers Seek OK on FLSA Deal
DORAL ENERGY: Posts $1.1 Million Net Loss in Q2 Ended Jan. 31

E*TRADE FINANCIAL: S&P Raises Counterparty Credit Rating to 'CCC+'
EASTMAN KODAK: Franklin Mutual Holds 3.7% of Common Stock
EINSTEIN NOAH: Extends Preferred Stock Redemption Date Until 2011
EINSTEIN NOAH: CFO Richard Dutkiewicz Resigns Effective April 9
EUOKO GROUP: Posts $349,346 Net Loss in Q2 Ended January 31

EXTENDED STAY: Creditors Blocking Sternlicht Bid
FEDERAL-MOGUL: Elects Daniel Ninivaggi to Board of Directors
FEDERAL-MOGUL: Restates Agreements with CEO Alapont
FIRST HORIZON: Banks Receive "Wells" Notices from SEC
FLEETWOOD ENTERPRISES: Trustee OKs Snipped $7.5M Gibson Dunn Fee

FLYING J: Court Approves $40 Million Sale Deal with Alon Israel
FLYING J: Exclusivity Period Extended Until April 27
FORD MOTOR: Investment-Grade Rating to Come "Years Away"
FOURTH QUARTER 118: Unit to Sell Rim Shopping Center Lot
FREDDIE MAC: Conservator Re-Elects Directors; Alexander to Leave

FRONTIER COMMUNICATIONS: Verizon Unit to Offer Senior Notes
GANNETT CO: S&P Changes Outlook to Stable, Affirms 'BB' Rating
GENCORP INC: Amends $280 Million Senior Credit Facility
GRAHAM PACKAGING: Pays Term Loans From Proceeds of Shares Sale
HOTELS UNION: Files for Bankruptcy to Avert DekaBank Foreclosure

INDIANAPOLIS DOWNS: Moody's Cuts Corporate Family Rating to 'Caa3'
INNATECH LLC: Liquidity Constraints Prompt Bankruptcy Filing
JAPAN AIRLINES: Has Stipulation on Stay of Anti-Trust Suits
JAPAN AIRLINES: Aims to Return to Profitability by Autumn
JAPAN AIRLINES: Offers Early Retirement to Pilots

JTT PROPERTIES: Files for Chapter 11 Bankruptcy in Vermont
LEAR CORP: S&P Assigns 'BB-' Rating on $700 Mil. Senior Notes
LEVEL 3 COMMS: 10% Senior Notes Has Unsec., Subordinated Guarantee
LINN ENERGY: Moody's Changes Outlook to Positive; Puts 'B3' Rating
LIONS GATE: CEO Failed Shareholders, Says Carl Icahn

LIZ CLAIBORNE: S&P Downgrades Corporate Credit Rating to 'B-'
MAGNA ENTERTAINMENT: Wins Nod to Send Plan for Voting
MERNA REINSURANCE: S&P Assigns 'BB+' Rating on Senior Notes
METRO-GOLDWYN-MAYER: Hedge Funds Unwilling to Sell at Low Price
MF GLOBAL: Fitch Puts 'BB+' Stock Ratings on Negative Watch

MIDWEST GAMING: S&P Assigns Corporate Credit Rating at 'B'
MILES ROAD: Seeks Chapter 11 Protection in Kentucky
MSCI INC: Moody's Assigns 'Ba2' Rating on $1.375 Bil. Loan
MXENERGY HOLDINGS: Sempra Energy Holds Class B Common Stock
NELLSON NUTRACEUTICAL: Ch. 11 Barred Firm's Bonuses, Trustee Says

NES RENTALS: Moody's Assigns 'Caa2' Rating on Second Lien Notes
NEW FRONTIER ENERGY: Posts $748,172 Net Loss in Q3 Ended Nov. 30
NEW MEDIA: Posts $1.089-Mil. Net Loss in Q3 Ended Jan. 31
NORTEL NETWORKS: Proposes Grant Thornton as Arbitrator
NORTEL NETWORKS: Proposes Chilmark as Consulting Expert

NORTEL NETWORKS: To Reduce Pension Advisers' Monthly Fees
OROVILLE INN: Owner Accused of Bankruptcy Fraud
OZBURN-HESSEY HOLDING: S&P Assigns 'B' Rating on Senior Loan
PATRICK HACKETT: Receives Letter of Intent for $750,000 Loan
PATRICK HACKETT: U.S. Trustee Withdraws Motion to Convert

PERF-GO GREEN: Earns $2.2 Million in Q3 Ended December 31
PLIANT CORP: Court Issues Final Decree Closing Unit's Case
PNG VENTURES: Emerges From Chapter 11 as Applied Natural
PPA HOLDINGS: Committee Seeks Chapter 11 Examiner
PRESTIGE BRANDS: Completes Offering of $150MM 2012 Notes

RAINBOWS UNITED: Creditors Approves Plan of Reorganization
RIVIERA HOLDINGS: Board OKs EBITDA Performance Threshold Targets
ROADOR INDUSTRIES: Gets Bridge Financing from CEO Capital
SIRIUS XM: Closes Offering of $800 Million 8.75% Senior Notes
SKILLED HEALTHCARE: S&P Assigns 'BB-' Rating on $330 Mil. Loan

SOUTH BAY EXPRESSWAY: Wants Until April 21 to File Schedules
SPARTA COMMERCIAL: Posts $880,182 Net Loss in Q3 Ended January 31
SPECIALTY PACKAGING: Can Hire Frost Brown as Bankruptcy Counsel
SPECIALTY PACKAGING: Weckerle Maschinenbau Joins Auction
SPECIALTY PACKAGING: Files Schedules of Assets & Liabilities

SPECIALTY PACKAGING: Gets Court's Nod to Hire KCC as Claims Agent
SPHERIS INC: Oracle Fights $75M Sale to MedQuist, CBay
STRATUS TECHNOLOGIES: S&P Assigns 'B-' Corporate Credit Rating
SUNOVIA ENERGY: Posts $3.2 Million Net Loss in Q2 Ended January 31
SYNTHEMED INC: Eisner LLP Raises Going Concern Doubt

TLC VISION: Judge Gross Declines to Appoint Equity Committee
TRIUMPH GROUP: S&P Puts 'BB' Rating on CreditWatch Negative
TRIUMPH GROUP: Vought Aircraft Deal Cues Moody's Ba2 Rating Review
UAL CORP: Lost $40 Million from U.S. Winter Storms
UAL CORP: Seeks Clarification on Use of Federal Grants

UAL CORP: Names Dana Sacks as VP for Human Resources
VISTEON CORP: D. Kempner, et al, Disclose 7.29% Stake
VISTEON CORP: Patrick Li Discloses 4.75% Equity Stake
VISTEON CORP: Kirkland Bills $3.86-Mil. for Sept.-Nov. Work
VOUGHT AIRCRAFT: S&P Puts 'B' Rating on CreditWatch Positive

WISE METALS: To Hold Conference Call on March 31
W.R. GRACE: Submits Fourth Set of Plan Modifications
W.R. GRACE: Resolves CNA Objections on Sealed Air Releases
W.R. GRACE: Proposes 2010-2012 Incentive Plan
W.R. GRACE: Proposes Kaye Scholer as IP Counsel

* Standard & Poor's Says 264 Global Defaults Set New Records
* S&P Says Rushed Bankruptcy Exits Can Hurt Credit Quality
* Law360 Calls Akin Gump's Philip Dublin as Rising Star

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000


                            *********


AIRTRAN HOLDINGS: ComVest Partners Holds 3.0% of Common Stock
-------------------------------------------------------------
West Palm Beach, Florida-based ComVest Investment Partners III,
L.P.; ComVest III Partners, LLC; Robert L. Priddy; and Michael S.
Falk disclosed that as of December 31, 2009, they may be deemed to
beneficially own 4,059,100 shares or roughly 3.0% of Common Stock
of AirTran Holdings, Inc.

                      About AirTran Holdings

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

The Company's balance sheet as of Dec. 31, 2009, showed
$2.3 billion in assets, $726.5 million of debts, and
$501.9 million in stockholders' equity.

                          *     *     *

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

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


AIRTRAN HOLDINGS: Sees 6% Rise in Q1 2010 Total Capacity
--------------------------------------------------------
AirTran Holdings, Inc.'s management on March 23, 2010, conducted a
presentation at the Sidoti & Company Emerging Growth Institutional
Forum.  Management said first quarter 2010 total capacity as
measured by available seat miles is expected to be up roughly 6%.
Total unit revenue per ASM is expected to be up 4.75% to 5.25%.
Average cost per gallon of fuel, all-in and net of hedges, is
expected to be between $2.27 to $2.32.  Non-fuel unit operating
cost per ASM is expected to be up 4.5% to 5%.

A full-text copy of management's presentation at the Sidoti &
Company Emerging Growth Institutional Forum is available at no
charge at http://ResearchArchives.com/t/s?5be4

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

                      About AirTran Holdings

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

                          *     *     *

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

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


AMCORE FINANCIAL: Operating Losses Prompt Going Concern Doubt
-------------------------------------------------------------
On March 22, 2010, AMCORE Financial, Inc., filed its annual report
on Form 10-K for the fiscal year ended December 31, 2009.

Deloitte & Touche LLP, in Milwaukee, Wisconsin, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that of the
Company's significant operating losses in 2008 and 2009,
significant levels of criticized assets, and low levels of
capital.

The Company reported a net loss of $223.8 million for the year
ended December 31, 2009, compared to a net loss of $97.8 million
for 2008.  The Company had net interest income of $75.4 million at
December 31, 2009, compared to net interest income of
$131.9 million at December 31, 2008.

The Company's balance sheet as of December 31, 2009, showed
$3.777 billion in assets, $3.741 billion of debts, and
$36.0 million of stockholders' equity.  The Company had net loans
receivable of $2.008 billion and deposits of $3.406 billion at
December 31, 2009.

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

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

Rockford, Ill.-based AMCORE Financial, Inc. --
http://www.AMCORE.com/-- is a registered bank holding company
incorporated under the laws of the State of Nevada in 1982.  The
operations are divided into three business segments: Commercial
Banking, Consumer Banking, and Investment Management and Trust.
MCORE directly owns AMCORE Bank, N.A., a nationally chartered
bank.


AMERICAN AXLE: Co-Founder Sets 10b5-1 Stock Trading Plan
--------------------------------------------------------
American Axle & Manufacturing Holdings Inc. said Richard E. Dauch,
co-founder, chairman and chief executive officer, has established
a Rule 10b5-1 stock trading plan to sell a portion of his holdings
of AXL common stock, as part of a personal financial planning
strategy related to asset diversification and estate planning.
The trading plan was established by Mr. Dauch in accordance with
guidelines specified under Rule 10b5-1 of the Securities Exchange
Act of 1934 and AAM's policies regarding insider transactions in
AXL common stock.

Under the plan, Mr. Dauch intends to sell up to 2.5 million shares
of AXL common stock beginning no earlier than April 1, 2010, and
continuing from time to time through March 31, 2011, subject to
the market price of AXL common stock.  The average selling price
specified in the plan is approximately 11% higher than current
trading levels.  The maximum number of shares available for sale
under the trading plan represents approximately 25% of Mr. Dauch's
beneficial ownership of AXL common stock as of March 18, 2010.
After giving full effect to the plan, Mr. Dauch's beneficial
ownership would be in excess of 10% of AAM's outstanding common
stock.  Appropriate securities filings reporting the sales will be
made with the Securities and Exchange Commission when due.

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I
supplier to the automotive industry.  American Axle manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  American Axle is the principal supplier of
driveline components to General Motors for its rear-wheel drive
light trucks and SUVs manufactured in North America, supplying
substantially all of GM's rear axle and front four-wheel drive and
all-wheel drive (4WD/AWD) axle requirements for these vehicle
platforms.  Sales to GM were roughly 78% of the Company's total
net sales in 2009, 74% in 2008 and 78% in 2007.  In addition to
locations in the United States (Michigan, New York, Ohio and
Indiana and Pennsylvania), the Company also has offices or
facilities in Brazil, China, Germany, India, Japan, Luxembourg,
Mexico, Poland, Scotand, South Korea and Thailand.

The Company's balance sheet as of Dec. 31, 2009, showed
$1.987 billion in assets and $2.547 billion of debts, for a
$559.9 million stockholders' deficit.


AMTRUST FINANCIAL: Novak Revised Bid Wins Property & Casualty Biz
-----------------------------------------------------------------
AmTrust Insurance Agency, Inc., has won permission from Judge Pat
Morgenstern-Clarren of the U.S. Bankruptcy Court for the Northern
District of Ohio to sell its property and casualty business to
Novak Insurance Agency, Inc., free and clear of liens, claims,
interests, and encumbrances.

Novak Insurance Agency, as stalking horse bidder, initially
offered to acquire the business for $450,000.  On February 12,
2010, the Court approved the portion of the Sale Motion related to
sale procedures and entered the Sale Procedures Order.  On
February 19, 2010, the Debtors received a bid from a qualified
bidder.

On February 22, 2010, an auction was held at the Cleveland office
of Squire, Sanders & Dempsey, L.L.P., and, in conjunction with
such auction, the Buyer and the Seller have agreed to certain
amendments to the Original Agreement.  Novak provided the highest
and best auction bid of $625,000, less a credit of $25,000 allowed
for the Break-Up Fee.

The Ad Hoc Committee of Noteholders in the Debtors' cases, the
Internal Revenue Service, and New York Community Bank filed
limited objections to the Sale.

The Novak Agreement does not entail the assignment by the Seller
of any lease or executory contract pursuant to Section 365 of the
Bankruptcy Code, nor does it transfer any intellectual property or
other assets owned by New York Community Bank.

The Court's order noted that the Noteholders' Objection has been
resolved by agreement.  The Seller may sell the Purchased Assets
free and clear of all liens against the Seller, its estate or any
of the Purchased Assets.  Any and all valid liens that the
Noteholders' have in the Purchased Assets shall attach to the
proceeds of the Sale, with the same validity and priority as they
now have against the Purchased Assets.  The validity and priority
of the liens of the Noteholders in the Purchased Assets or in the
proceeds of the Sale will remain subject to challenge.

The remaining Objections were overruled in their entirety.

                      About AmTrust Financial

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

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

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

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

AmTrust Bank is not part of the Chapter 11 filings.  On December
4, 2009, AmTrust Bank was closed by the Office of Thrift
Supervision, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with New York
Community Bank, Westbury, New York, to assume all of the deposits
of AmTrust Bank.


ANDERSON HOMES: Wins Permission to Sell 4 Residential Properties
----------------------------------------------------------------
Anderson Homes, Inc., and its debtor-affiliates have won
permission from the U.S. Bankruptcy Court for the Eastern District
of North Carolina in Raleigh, to sell four residential properties.
The Court order permitted the Debtors to pay certain closing
costs, including broker's commissions, from the sale proceeds, and
transfer all actual or potential liens to the proceeds of the
sales.

The Debtors are engaged in the development, construction and sale
of residential properties in the form of single-family homes,
townhomes and condominiums.  The sale prices for the four
properties are $126,470, $149,900, $165,200, and $261,000.

In conjunction with the acquisition and development of the Sale
Properties, the Debtors arranged financing with a number of
lenders, each of whom hold deeds of trust to secure funds advanced
to complete the improvements.  With respect to the four
properties, the Debtors arranged financing from Regions Bank for
two properties, Wachovia and RBC for each of the two other
properties.  Certain other secured creditors hold deeds of trust
on certain Sale Properties -- James D. Goldston and William
Goldston and Stock Building Supply, Inc.

The Debtors also contracted with various suppliers, contractors or
other parties to supply materials or provide labor for the purpose
of constructing the improvements on the Sale Properties.  An
official committee has been formed to represent the interests of
the Lien Claimants.

Wachovia has objected to the Debtors' motion on account of one
property.  The Court approved the Debtors' request and required
the Debtors to reserve net sales proceeds relating to the lot
subject to Wachovia's objection.

                    About Anderson Homes, Inc.

Headquartered in Raleigh, North Carolina, Anderson Homes, Inc., et
al., are engaged in the development, construction and sale of
residential properties in the form of single-family homes,
townhomes and condominiums.  Said properties are held for sale to
the public and constitute the Debtors' inventory, which the
Debtors sell in the ordinary course of business.  The Debtors own,
construct improvements on, and sell (i) single-family houses and
townhomes in subdivisions known and referred to as Edgewater,
Bridgewater, Bridgewater West, Cobblestone, Haw Village,
Ridgefield, Amberlynn Valley, Cane Creek, Muirfield Village, Pine
Valley, Quail Meadows, Thornton Commons Place, Willow Ridge,
Creekside at Landon Farms, Keystone Crossing, Sterling Ridge,
Jeffries Creek, Briar Chapel, and Villas at Forest Hills, and (ii)
condominiums known as Blount Street Commons.

Anderson Homes and its units filed for Chapter 11 on March 16,
2009 (Bankr. E.D. N.C. Lead Case No. 09-02062).  Gerald A.
Jeutter, Jr., Esq., and John A. Northen, Esq., at Northen Blue,
LLP, represent the Debtors in their restructuring effort.  At the
time of the filing, Anderson Homes said it had total assets of
$17,190,001 and total debts of $13,742,840.


ASARCO LLC: Plan Admin. Appeals Order on Plainfield Timely Filing
-----------------------------------------------------------------
ASARCO LLC notified Judge Schmidt that it will take appeal to the
United States District Court for the Southern District of Texas
from his order granting Plainfield Special Situations Master Fund
Limited's request to deem as timely filed Plainfield's motion to
compel the Debtors to pay postpetition interest at state judgment
interest rate for certain allowed general unsecured claims, or in
the alternative, granting leave to file its Section 4.4 Motion
under Rule 9006 of the Federal Rules of Bankruptcy Procedure.

Motions under Section 4.4 of the Confirmed Plan seek additional
postpetition interest and attorneys' fees.

Mark A. Roberts, of Alvarez and Marsal North America, LLC and the
Debtors' Plan Administrator, notified the Court that he will take
an appeal over the same ruling.

Plainfield Special Situations Master Fund Limited asked the Court
to deem its request for payment of additional postpetition
interests timely filed or, in the alternative, grant it leave to
file its Section 4.4 Motion under Rule 9006 of the Federal Rules
of Bankruptcy Procedure.

Although the terms of the Court's scheduling order regarding
payments of postpetition interests have been made applicable to
the Plainfield's request, which is a motion under Section 4.4 of
the Confirmed Plan of Reorganization, the Plan Administrator has
asserted, in an e-mail correspondence, that Plainfield's request
is not timely and Plainfield is required to file a motion for
leave to file the request, relates Mark E. MacDonald, Esq., at
MacDonald + MacDonald, P.C., in Dallas, Texas.  Plainfield
disagrees with that position, but in an abundance of caution, has
asked the Court to Court determine, as a threshold matter,
whether its request is timely.

The Plan Administrator has agreed to allow certain general
unsecured creditors of ASARCO until as late as January 25, 2010,
to file Section 4.4 Motions, seeking payment of Postpetition
Interest at a rate other than the federal judgment rate provided
under the Plan, Mr. MacDonald relates.  He notes that Plainfield
filed its Section 4.4 Motion on January 22, 2010, but the Plan
Administrator has not, however, agreed to apply the same
January 25 deadline to Plainfield's request as it has for other
general unsecured creditors.

The Plan Administrator must apply that same deadline uniformly to
all creditors within Class 3, including Plainfield, Mr. MacDonald
argues.  He asserts that no prejudice will result to the Plan
Administrator or Reorganized ASARCO if all Section 4.4 Motions
filed on or before January 22 or January 25 -- and not just those
handpicked by the Plan Administrator or Reorganized ASARCO -- are
deemed timely.

                        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)


ASCENDIA BRANDS: Taps ASK Financial to Prosecute Preference Suits
-----------------------------------------------------------------
Ascendia Brands, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ A.S.K. Financial LLP as special preference litigation
counsel to investigate and prosecute preference actions.  The
Debtors relate that ASK will analyze the Debtors' records to
identify potentially avoidable transfers under Section 547 of the
Bankruptcy Code, to determine the gross transfers and evaluate the
potential defenses that can be raised by each vendor/creditor.

The Debtors tell the Court they believe there are significant
gross transfers to creditors during the 90-day preference period.
However, it is unknown how many of the transfers were preferential
so as to warrant recovery.

Joseph L. Steinfeld, Jr., co-managing principal at ASK, says based
on the firm's current work flow and assuming it obtains clean and
complete electronic data, the firm can complete its preference
analysis within 4-6 weeks of receiving electronic data.  ASK will
then spend 1-2 weeks to perform corporate verifications and send
out demand letters.  ASK will give potential defendants 30 days to
respond to the demand letters.  Mr. Steinfeld anticipates that
lawsuits will be filed 45-60 days after the first demand letters.

ASK will charge legal fees on a contingency fee basis of:

     15% of all gross collections obtained on cases settled prior
         to the filing of a complaint;

     25% of all collections obtained on cases settled after the
         filing of a complaint but prior to the earlier of either
         the filing of the final pre-trial statement or the entry
         of a judgment; and

     30% of all collections obtained on cases settled after the
         earlier of either the filing of the final pre-trial
         statement or the entry of judgment.

ASK will advance all fees and expenses including adversary filing
fees and seek reimbursement only from collections.  If for some
unforeseen reason, there is insufficient recovery to cover all of
the out-of-pocket expenses ASK will not look to the Debtors'
estate for reimbursement of any deficiency.  ASK, however, will
charge out-of-pocket expenses against the Debtors' portion of the
gross proceeds recovered in adversary, appellate and other court
filing fees; third party data retrieval costs; deposition
expenses; entity name/officer verifications; skip tracing and
asset investigation fees; service of process (for writs, etc.);
court filing services (like Parcels); costs of a receiver that may
be appointed in aid of execution of a judgment; travel expenses,
photocopying, fax transmissions, postage and telephone charges;
and lay witness fees and costs.

                       About Ascendia Brands

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com/-- was, prior to the sale of
substantially all of its assets during bankruptcy, a manufacturer
and seller of branded and private labeled health and beauty care
products in North America, including Baby Magic, Binaca, Mr.
Bubble, Calgon, Ogilvie, the healing garden, Lander and Lander
Essentials.  Remaining assets consist almost entirely of accounts
receivable.

The Company and six of its affiliates filed for Chapter
11 protection on August 5, 2008 (Bankr. D. Del. Lead Case No.
08-11787).  Kenneth H. Eckstein, Esq., and Robert T. Schmidt,
Esq., at Kramer Levin Naftalis & Frankel LLP, represent the
Debtors in their restructuring efforts.  M. Blake Cleary, Esq.,
Edward J. Kosmoswki, Esq., and Patrick A. Jackson, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as the Debtors' Delaware
counsel.  Epiq Bankruptcy Solutions LLC is the notice, claims and
balloting agent to the Debtors.

At July 5, 2008, Ascendia Brands, Inc., had $194,800,000 in total
assets and $279,000,000 in total debts.


ASCENDIA BRANDS: Wells Fargo DIP Loan to Expire at Month's End
--------------------------------------------------------------
Ascendia Brands Inc.'s ability to borrow under its postpetition
financing facility syndicated by Wells Fargo Foothill, Inc.,
expires March 31, 2010.

Last month, Judge Brendan Linehan Shannon of the U.S. Bankruptcy
Court for the District of Delaware signed off an eleventh
extension order extending the terms of the Final DIP Financing
Order until end of March.  The terms of the Eleventh Extension
Order were negotiated in good faith and at arm's-length among the
Debtors, Wells Fargo as DIP agent, and the DIP lenders.

As reported in the Troubled Company Reporter on Sept. 11, 2008,
Judge Shannon authorized the Debtors to obtain, on a final basis,
up to $26,428,000 in postpetition financing, pursuant to a DIP
loan agreement dated Aug. 5, 2008.  A full-text copy of the
Debtors' DIP loan agreement dated Aug. 5, 2008, is available for
free at http://ResearchArchives.com/t/s?3083

                       About Ascendia Brands

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com/-- was, prior to the sale of
substantially all of its assets during bankruptcy, a manufacturer
and seller of branded and private labeled health and beauty care
products in North America, including Baby Magic, Binaca, Mr.
Bubble, Calgon, Ogilvie, the healing garden, Lander and Lander
Essentials.  Remaining assets consist almost entirely of accounts
receivable.

The Company and six of its affiliates filed for Chapter
11 protection on August 5, 2008 (Bankr. D. Del. Lead Case No.
08-11787).  Kenneth H. Eckstein, Esq., and Robert T. Schmidt,
Esq., at Kramer Levin Naftalis & Frankel LLP, represent the
Debtors in their restructuring efforts.  M. Blake Cleary, Esq.,
Edward J. Kosmoswki, Esq., and Patrick A. Jackson, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as the Debtors' Delaware
counsel.  Epiq Bankruptcy Solutions LLC is the notice, claims and
balloting agent to the Debtors.

At July 5, 2008, Ascendia Brands, Inc., had $194,800,000 in total
assets and $279,000,000 in total debts.


BANK OF FLORIDA: Banks Get FDIC Directive for Capital Need
----------------------------------------------------------
Bank of Florida Corporation said in a regulatory filing yesterday
that on March 18, 2010, each of its bank subsidiaries received
Supervisory Prompt Corrective Action Directives from the Federal
Deposit Insurance Corporation due to:

   -- Bank of Florida - Southwest's "critically undercapitalized"
      Status;
   -- Bank of Florida - Tampa Bay's "significantly
      undercapitalized" status; and
   -- Bank of Florida - Southeast's "undercapitalized" status.

The Directives require that within 30 days of the effective date
of the Directives -- by April 17, 2010 -- the subsidiary banks
must: (1) be "adequately capitalized" under regulatory capital
guidelines; and/or (2) accept an offer to be acquired by a
depository institution holding company or combine with another
insured depository institution.  Each Directive will remain in
effect until the respective subsidiary bank maintains "adequately
capitalized" status for four consecutive quarters.

Bank of Florida Corp. said, "If our subsidiary banks fail to meet
or satisfy the requirements of the Directives, it is likely that
the FDIC will take further regulatory enforcement actions against
our subsidiary banks, including the imposition of consent orders
or the closure of the subsidiary banks and the placement of them
into receivership with the FDIC.  If one of our subsidiary banks
fails and is placed into receivership, it is highly likely the
FDIC will exercise its "cross guarantee" rights and close the
other subsidiary banks in order to reduce any cost or loss to the
FDIC. While no assurance can be given that we will be successful
in our efforts to recapitalize the subsidiary banks, the Company
is undertaking a common stock offering and expects that the
minimum offering size of approximately $45,000,000 million will
return all three banks to "adequately capitalized" status.  The
holding company directors and executive officers have indicated an
intent to invest in the offering at least $2.7 million, or
approximately 5% of the minimum."

The Directives also prohibit the subsidiary banks from: (1) paying
interest on deposits in excess of prescribed limits; (2)
accepting, renewing or rolling over any brokered deposits; (3)
engaging in any new line of business; (4) making any subordinated
debt payments, or any capital distributions or dividend payments
to the Company or any affiliate; and (5) establishing or acquiring
a new branch and also require the subsidiary banks to obtain the
approval of the FDIC prior to relocating, selling or disposing of
any existing branch. In addition, the Directives provide that the
subsidiary banks may not pay any bonus to, or increase the
compensation of, any director or officer without the prior
approval of the FDIC, and that the subsidiary banks must comply
with Section 23A of the Federal Reserve Act without the exemption
for transactions with certain affiliated institutions.  Lastly,
the Directives prohibit the subsidiary banks from entering into
any material transaction, including any investment, expansion,
acquisition, sale of assets or other similar transaction which
would have a significant financial impact on the bank without
prior approval of the FDIC.  The subsidiary banks are already
substantially subject to each of these prohibitions.

                    About Bank of Florida Corp.

Bank of Florida Corporation was incorporated in Florida in
September 1998 to serve as a holding company for Bank of Florida -
Southwest.  On August 24, 1999, Bank of Florida - Southwest
commenced operations in Naples, Florida.  On July 16, 2002, Bank
of Florida - Southeast opened for business in Ft. Lauderdale,
Florida and on November 5, 2004, Bank of Florida - Tampa Bay
opened for business in Tampa, Florida.  Bank of Florida Trust
Company was approved to engage in fiduciary services and estate
planning consultation on August 23, 2000.

The Banks offer a complete range of interest bearing and non-
interest bearing accounts.  Lending products include commercial
loans, real estate loans, home equity loans and
consumer/installment loans.

Trust Company offers non-proprietary, third-party investment
consulting services and access to an extensive, nationwide network
of independent money managers.


BASS PRO: Moody's Assigns Corporate Family Rating at 'Ba3'
----------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
and a Ba3 Probability of Default Rating to Bass Pro Group, LLC.
Moody's also assigned a B1 rating to the company's proposed
$400 million secured Term Loan B facility.  The rating outlook is
stable.  The ratings assigned are based on the terms and
conditions as advised to Moody's and are subject to receipt of
final documentation.

Bass Pro's Ba3 Corporate Family Rating reflects the strength of
the company's "Bass Pro Shop" brand, its good market position in
the regions where it operates, and participation in the outdoor
sports market which Moody's consider a relatively stable segment
of the specialty retail industry.  The rating reflects Bass Pro
Shop' somewhat limited overall scale, with a current base of 55
stores, as well as the challenges inherent in the highly cyclical
boat industry, which represents around 15% of the company's
overall revenues.  The rating also reflects the company's
moderately high financial leverage.  Although leverage is high for
the Ba3 rating, it is Moody's expectation that the company will
reduce leverage to more appropriate levels in the year ahead.

The B1 rating assigned to the proposed secured Term Loan B
facility reflects its secured position, taking into consideration
that there are other debts in the capital structure (including its
proposed $300 million asset based revolver -- not rated by
Moody's) that will have a prior security interest in certain of
the company's assets.

The stable rating outlook reflects Moody's expectations that the
company will continue to exhibit overall revenue and margin
stability while utilizing free cash flow to reduce debt and
leverage to levels more appropriate to its rating.

These ratings were assigned:

* Corporate Family Rating at Ba3

* Probability of Default Rating at Ba3

* $400 million senior secured Term Loan B due 2015 at B1 [LGD 5,
  70%]

Headquartered in Springfield, Missouri, Bass Pro Group LLC
operates "Bass Pro Shops", a retailer of outdoor recreational
products, through 55 stores in the US and Canada.  Through
"Tracker Marine" the company is a manufacturer and retailer of
recreational boats and related marine products under brands
including "Tracker", "Mako", "Tahoe" and "Nitro".  The company
also owns the Big Cedar Lodge.  Total revenues exceed $2 billion.


BUFFETS INC: S&P Affirms Corporate Credit Rating at 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services said affirmed its 'B-'
corporate credit rating on Eagan, Minnesota-based Buffets Inc.
This action comes as the company is arranging a $250 million,
senior secured, first-lien term loan.  The proceeds will be used
to refinance the company's existing first- and second-lien term
loans.  S&P is also assigning a '3' recovery rating to the
proposed term loan and 'B-' issue level rating.  The '3' recovery
rating indicates S&P's expectation of meaningful (50-70%) recovery
of principal in the event of default.  The existing term loan has
a '2' recovery rating and is currently rated 'B', one notch higher
than the corporate credit rating.  The lower recovery and issue
level rating on the new first-lien facility reflects the larger
size and the relatively smaller asset coverage in the event of
default.

"S&P's speculative-grade ratings on Buffets Inc. reflect its
vulnerable position in the very competitive restaurant industry,
highly leveraged capital structure, and limited financial
flexibility," said Standard & Poor's credit analyst Charles
Pinson-Rose.

In the past year, weak sales have strained operating performance,
but the company enhanced its credit profile through debt
reduction.  Through free cash flow, asset sales, and the
elimination of cash-backed letters of credit, Buffets paid down
over $42 million of debt in the past year.  Consequently,
operating lease adjusted debt to EBITDA improved to 6.8x at the
end of the company's second quarter (ended Dec. 16, 2009) from
7.2x upon emergence from Chapter 11 reorganization in the spring
of 2009.  The refinancing will be leverage neutral, but will
improve cash flow protection.  Adjusted EBITDA coverage of
interest will be about 1.5x after the transaction which is up from
1.0x on a last-12-month basis (including pay-in-kind interest),
while unadjusted EBITDA to cash interest is about 3.0x.  These
ratios generally correspond to highly leveraged companies rated in
the low-'B' category.


COMMERCIAL VEHICLE: Prices Stock Offering at $6.25 Per Share
------------------------------------------------------------
Commercial Vehicle Group Inc. priced a public offering of
3,800,000 shares of common stock at a price of $6.25 per share to
the public.  The Company will grant the underwriter in the
offering an option to purchase up to 570,000 additional shares of
common stock at the same price per share to cover any over-
allotments.  The public offering of the shares was expected to
close March 24.

Assuming no exercise of the underwriter's over-allotment option,
the Company expects to receive net proceeds from the offering of
approximately $22,050,000 million after deducting underwriting
discounts and commissions and estimated expenses of the offering.
The Company expects to use the net proceeds from the offering for
general corporate and working capital purposes, including the
funding of strategic initiatives that the Company may undertake
from time to time.

Robert W. Baird & Co. acted as underwriter for the offering.

                  About Commercial Vehicle Group

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

Commercial Vehicle Group Inc.'s balance sheet for December 31,
2009, showed $250.5 million in total assets and $288.2 million in
total liabilities for a $37.7 million stockholders' deficit

                          *     *     *

Commercial Vehicle carries a 'Caa2' Corporate Family Rating and
'Caa2/LD' Probability of Default Rating from Moody's.  It has a
'CCC+' corporate credit rating from Standard & Poor's.


CARTERET ARMS: Connolly Sells Five Apartment Properties
-------------------------------------------------------
Mark Spivey, staff writer at myCentralNewJersey.com reports that
Connolly Properties Inc. sold five apartment properties to
different buyers at an auction:

   * Carteret Arms, a 270-unit, 15-story brick apartment building,
     sold to John Mavroudis for $13 million.

   * Grand Court Villa, a 109-year-old converted cigar factory in
     Trenton that has 63 apartment units, sold for $4.8 million.

   * Washington Crossing in Allentown, sold for $5.35 million.

   * Julian Court in Allentown, sold for $1.875 million.

   * The Livingston, a 36-unit, six-story Allentown apartment
     building, sold for $1.725 million.

According to the report, most of the proceeds will be used to
settle debt owed to New York Community Bank that holds the
mortgages on all five properties.  A portion of the proceeds will
also be distributed to investors.

The sale is subject to the U.S. Bankruptcy Court's approval.

                         About Carteret Arms

Plainfield, New Jersey-based Connolly Properties Inc. is in the
real estate business, managing city apartment properties.  On
August 19, 2009, Connolly sent 15 apartment properties, including
Carteret Arms, LLC, to Chapter 11 (Bankr. D. N.J. Case No. 09-
31726).  Richard D. Trenk, Esq., at Trenk, DiPasquale, Webster,
Della Fera & Sodono, P.C., assists Carteret
Arms in its restructuring efforts.


DELTA AIR: Reports $1.237 Billion Net Loss for 2009
---------------------------------------------------
Delta Air Lines Inc., filed its annual report for the fiscal year
ended December 31, 2009, on Form 10-K with the U.S. Securities
and Exchange Commission.   Delta recorded a net loss of $1.2
billion brought about by significant weakness in the airline
revenue environment due to the global recession and $1.4 billion
in fuel hedge losses.  Delta's net loss for the year also
includes a $407 million charge for merger-related items, a $321
million non-cash income tax benefit and an $83 million non-cash
loss on the extinguishment of debt.

Total operating revenue for the year 2009 declined $6.2 billion,
or 18% on a 6% decrease in system capacity, or available seat
mile, compared with 2008 on a combined basis.  Passenger revenue
accounted for $5.9 billion of the decrease.  Passenger revenue
per ASM declined 14% on a 14% decrease in passenger mile yield.
The decrease in passenger mile yield reflects (ii) significantly
reduced demand, particularly in international markets, (ii) a
reduction in business demand, (iii) competitive pricing pressures
and (iv) lower fuel surcharges due to the year-over-year decline
on fuel prices.

Volatile fuel prices continue to represent a significant risk to
our business and the airline industry as a whole.  While our fuel
cost per gallon declined 35% in 2009 compared to 2008 on a
combined basis, contributing to $5.4 billion in lower fuel
expense excluding the mark-to-market adjustments related to fuel
hedges settling in future periods, crude oil prices have risen
78% from December 31, 2008 to December 31, 2009, Richard H.
Anderson, Delta's chief executive officer, said.

"We have focused on maintaining a competitive cost structure
through disciplined spending, productivity initiatives and
accelerating Merger synergies.  Our consolidated operating cost
per ASM and fuel expense increased 4% on a 6% lower capacity in
2009 compared to 2008 on a combined basis.  The increase
primarily reflects an increase in pension expense from a decrease
in value in pension trust assets due to declines in the financial
markets during 2008," Mr. Anderson noted.

At December 31, 2009, Delta had $4.7 billion in cash, cash
equivalents and short-term investments, and $685 million in
undrawn revolving credit facilities.  In 2009, the Company
completed $3.2 billion in financing transactions, according to
Mr. Anderson.

            Restructuring and Merger-related Items

Restructuring and merger-related items decreased $949 million,
primarily due to these factors:

  * During 2009, Delta recorded a $288 million charge for
    merger-related items associated with integrating the
    operations of Northwest into Delta, including costs related
    to information technology, employee relocation and training,
    and re-branding of aircraft and stations.  The Company
    expects to incur total cash costs of approximately $500
    million over approximately three years to integrate the two
    airlines.

  * For 2009, Delta recorded a $119 million charge in connection
    with employee workforce reduction programs.

  * During 2008, the Company recorded $1.2 billion primarily in
    non-cash, merger-related charges related to the issuance or
    vesting of employee equity awards in connection with the
    Merger and $114 million in restructuring and related charges
    in connection with voluntary workforce reduction programs.
    In addition, Delta recorded charges of $25 million related
    to the closure of certain facilities and $14 million
    associated with the early termination of certain contract
    carrier arrangements.

Restructuring and merger-related items totaled a $1.1 billion
charge, primarily consisting of these:

  * Delta incurred $978 million in one-time primarily non-cash
    charges relating to the issuance or vesting of employee
    equity awards in connection with the Merger.

  * For severance and related costs, Delta incurred $114 million
    in restructuring and related charges in connection with two
    voluntary workforce reduction programs for U.S. non-pilot
    employees announced in March 2008 in which approximately
    4,200 employees elected to participate.

  * Delta also had $25 million in facilities charges primarily
    related to accruals for future lease obligations for
    previously announced plans to close operations in Concourse
    C at the Cincinnati/Northern Kentucky International Airport.

  * The Company incurred $14 million in charges associated with
    the early termination of certain capacity purchase
    agreements with regional air carriers.

             Financial Condition and Liquidity

Delta expects to meet our cash needs for 2010 from cash flows
from operations, cash and cash equivalents, short-term
investments and financing arrangements.  The Company's cash and
cash equivalents and short-term investments were $4.7 billion at
December 31, 2009.  Delta has $685 million of additional cash
available from undrawn credit facilities.

As of December 31, 2009, Delta had financing commitments from
third parties, or definitive agreements to sell, all aircraft
subject to purchase commitments, except for nine previously owned
MD-90 aircraft.  Under these financing commitments third parties
have agreed to finance on a long-term basis a substantial portion
of the purchase price of the covered aircraft.

The global economic recession weakened demand for air travel,
decreasing the Company's revenue and negatively impacting our
liquidity.  In an effort to lessen the impact of the global
recession, Delta implemented initiatives to reduce costs,
increase revenues and preserve liquidity, primarily through
reducing capacity to align with demand, workforce reduction
programs and the acceleration of Merger synergy benefits.

"Our ability to obtain additional financing, if needed, on
acceptable terms could be affected by the fact that substantially
all of our assets are subject to liens," Mr. Anderson disclosed.

               Significant Liquidity Events

Significant liquidity events during 2009 include:

  * In September 2009, Delta borrowed a total of $2.1 billion
    under three new financings, consisting of (i) $750 million
    of senior secured credit facilities, which include a $500
    million first-lien revolving credit facility and a $250
    million first-lien term loan facility; (ii) $750 million of
    senior secured notes; and (iii) $600 million of senior
    second lien notes.  A portion of the net proceeds was used
    to repay in full the Bank Credit Facility due in 2010 with
    the remainder of the proceeds available for general
    corporate purposes.

  * In November 2009, Delta issued $689 million of Pass Through
    Certificates, Series 2009-1 through two separate trusts.
    Delta also used $342 million of the net proceeds of the
    2009-1 EETC offering to prepay existing mortgage financings
    for five aircraft that were delivered and financed earlier
    in 2009 and for general corporate purposes.

  * In 2009, Delta entered into two revolving credit facilities
    for a total of $250 million.  The Company also received the
    proceeds from the issuance of $150 million in unsecured tax
    exempt bonds.  In addition, a $300 million revolving credit
    facility terminated on its maturity date.

                     Legal Proceedings

In May, June and July, 2009, a number of purported class action
antitrust lawsuits were filed in the U.S. District Courts for the
Northern District of Georgia, the Middle District of Florida, and
the District of Nevada, against Delta and AirTran Airways.  In
these cases, the Plaintiffs originally alleged that Delta and
AirTran engaged in collusive behavior in violation of Section 1
of the Sherman Act in November 2008 based upon certain public
statements made in October 2008 by AirTran's CEO at an analyst
conference concerning fees for the first checked bag, Delta's
imposition of a fee for the first checked bag on November 4, 2008
and AirTran's imposition of a similar fee on November 12, 2008.

The Plaintiffs sought to assert claims on behalf of an alleged
class consisting of passengers who paid the fist bag fee after
December 5, 2008, and seek injunctive relief and unspecified
treble damages.  All of these cases have been consolidated for
pre-trial proceedings in the Northern District of Georgia by the
Multi-District Litigation Panel.

In February 2010, the plaintiffs in the MDL proceeding filed a
Consolidated Amended Class Action Complaint which substantially
expanded the scope of the original complaint, wherein the
plaintiffs add new allegations concerning alleged signaling by
both Delta and AirTran based upon statements made to the
investment community by both carriers relating to industry
capacity levels during 2008-2009.  The Plaintiffs also add a new
cause of action against Delta alleging attempted monopolization
in violation of Section 2 of the Sherman Act, paralleling a claim
previously asserted against AirTran but not Delta.

On March 16, 2005, a retired Delta employee filed an amended
class action complaint in the U.S. District Court for the
Northern District of Georgia against Delta, and certain current
and former Delta officers and directors on behalf of himself and
other participants in the Delta Family-Care Savings Plan.  The
Amended Complaint alleges that the defendants were fiduciaries of
the Savings Plan and, as such, breached their fiduciary duties
under ERISA to the Plaintiff Class by (i) allowing class members
to direct their contributions under the Savings Plan to a fund
invested in Delta common stock; and (ii) continuing to hold
Delta's contributions to the Savings Plan in Delta's common and
preferred stock.  The Amended Complaint seeks damages unspecified
in amount, but equal to the total loss of value in the
participants' accounts from September 2000 through September 2004
from the investment in Delta stock.  The District Court stayed
the action against Delta due to Delta's Chapter 11 proceedings
and granted a motion to dismiss filed by the individual
Defendants.  The U.S. Bankruptcy Court for the Southern District
of New York has ruled that a class claim filed against Delta in
its Chapter 11 proceedings will be subordinated to any claim
related to equity interests in Delta, which did not receive any
distribution pursuant to the Plan of Reorganization.  The
Plaintiff has appealed this order.

On July 31, 2009, two parallel putative class actions were filed
against a number of Canadian, Asian, European, and U.S. carriers,
including Delta, in the Ontario Superior Court of Justice.  Both
allege that the defendants colluded to fix the price of passenger
surcharges, in Canada-Asia and Canada-Europe markets.  There are
no allegations in the complaints of any specific act by Delta in
furtherance of either conspiracy.  The Complaints seek damages in
excess of $100 million.

"We believe the claims in these cases are without merit and are
vigorously defending these lawsuits," Mr. Anderson told the SEC.

                     DELTA AIR LINES, INC.
                  Consolidated Balance Sheet
                    As of December 31, 2009

                            ASSETS

Current Assets:
Cash and cash equivalents                        $4,607,000,000
Short-term investments                               71,000,000
Restricted cash and cash equivalents                423,000,000
Accounts receivable, net                          1,353,000,000
Hedge margin receivable                               7,000,000
Expendable parts & supplies inventories, net        327,000,000
Deferred income taxes, net                          107,000,000
Prepaid expenses and other                          846,000,000
                                               ----------------
Total Current Assets                               7,741,000,000

Property and Equipment, Net                       20,433,000,000

Other Assets
Goodwill                                          9,787,000,000
Identifiable intangibles, net                     4,829,000,000
Other noncurrent assets                             749,000,000
                                               ----------------
Total Other Assets                                15,365,000,000
                                               ----------------
Total Assets                                     $43,539,000,000
                                               ================

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Current maturities of long-term debt             $1,533,000,000
Air traffic liability                             3,074,000,000
Accounts payable                                  1,249,000,000
Frequent flyer deferred revenue                  1,614,000,000
Accrued salaries and related benefits             1,037,000,000
Hedge Derivatives liability                         139,000,000
Taxes payable                                       525,000,000
Other accrued liabilities                           626,000,000
                                               ----------------
Total Current Liabilities                          9,797,000,000

Noncurrent Liabilities:
Long-term debt and capital leases                15,665,000,000
Pension, postretirement & related benefits       11,745,000,000
Frequent flyer deferred revenue                   3,198,000,000
Deferred income taxes, net                        1,667,000,000
Other noncurrent liabilities                      1,222,000,000
                                               ----------------
Total noncurrent liabilities                      33,497,000,000

Commitments and Contingencies
Stockholders' Equity:
Common stock:
Common stock at $0.00001 par value,
   1,500,000,000 shares authorized,
   794,873,058 shares issued at Dec. 31, 2009                 -
Additional paid-in capital                      13,827,000,000
Accumulated deficit                             (9,845,000,000)
Accumulated other comprehensive loss            (3,563,000,000)
Treasury stock, at cost, 10,918,274 shares
  at Dec. 31, 2009                                 (174,000,000)
                                               ----------------
Total Stockholders' Equity                           245,000,000
                                               ----------------
Total Liabilities and Stockholders' Equity       $43,539,000,000
                                               ================

                    DELTA AIR LINES, INC.
            Consolidated Statements of Operations
                 Year Ended December 31, 2009

Operating Revenue:
Passenger
Mainline                                       $18,522,000,000
Regional Carriers                                5,285,000,000
                                                ---------------
Total Passenger Revenue                           23,807,000,000

Cargo                                               788,000,000
Other, net                                        3,468,000,000
                                                ---------------
Total Operating Revenue                           28,063,000,000

Operating expenses:
Aircraft fuel and related taxes                   7,384,000,000
Salaries and related costs                        6,838,000,000
Contract carrier arrangements                     3,823,000,000
Contracted services                               1,595,000,000
Depreciation and amortization                     1,536,000,000
Aircraft maintenance materials
and outside repairs                              1,434,000,000
Passenger commissions
and other selling expenses                       1,405,000,000
Landing fees and other rents                      1,289,000,000
Passenger service                                   638,000,000
Aircraft rent                                       480,000,000
Impairment of goodwill
and other tangible assets                                    -
Restructuring and merger-related items              407,000,000
Other                                             1,558,000,000
                                                ---------------
Total operating expense                           28,387,000,000
                                                ---------------
Operating loss                                      (324,000,000)

Other (expense) income:
Interest expense                                 (1,278,000,000)
Interest expense                                     27,000,000
Loss on extinguishment of debt                      (83,000,000)
Miscellaneous, net                                   77,000,000
                                                ---------------
Total other expense, net                          (1,257,000,000)
                                                ---------------
Loss before income taxes                         (1,581,000,000)
Income tax benefit                                  344,000,000
                                                ---------------
Net Loss                                         ($1,237,000,000)
                                                ===============

                     DELTA AIR LINES, INC.
           Unaudited Consolidated Statement of Cash Flow
                  Year Ended December 31, 2009

Cash Flows from Operating Activities:
Net loss                                        ($1,237,000,000)
Adjustments to reconcile net (loss) to net cash
(used in) provided by operating activities:
  Depreciation and amortization                   1,536,000,000
  Amortization of debt discount (premium), net      370,000,000
  Loss on extinguishment of debt                     83,000,000
  Fuel hedge derivative instruments                (148,000,000)
  Deferred income taxes                            (329,000,000)
  Pension, postretirement and postemployment
   expense (less than) in excess of payments        307,000,000
  Equity-based compensation expense                 108,000,000
  Impairment of goodwill and tangible assets                  -
  Restructuring & merger-related items                        -
  Reorganization items, net                                   -
Changes in certain current assets & liabilities:
  Decrease in short-term investments                          -
  Decrease (increase) in receivables                147,000,000
  Decrease (increase) in hedge margin
   receivables                                    1,132,000,000
  Decrease (increase) in restricted cash &
   cash equivalents                                  79,000,000
  (Increase) decrease in prepaid expenses and
   other current assets                             (61,000,000)
  (Decrease) increase in air traffic liability     (286,000,000)
  (Decrease) increase in frequent flyer
    deferred revenue                               (298,000,000)
  Increase (decrease) in accounts payable           143,000,000
Other, net                                          (167,000,000)
                                               ----------------
Net cash (used in) provided by
operating activities                              1,379,000,000

Cash Flows from Investing Activities:
Property and equipment additions:
Flight equipment, including advance payments      (951,000,000)
Ground property & equipment,
  including technology                             (251,000,000)
(Increase) Decrease in restricted
   cash & cash equivalents                          (59,000,000)
Decrease (Increase) in short-term investments      142,000,000
Increase in cash in connection with the Merger               -
Proceeds from sales of flight equipment            100,000,000
Proceeds from sales of investments                  15,000,000
Other, net                                          (4,000,000)
                                               ----------------
Net cash provided by (used in)
investing activities                             (1,008,000,000)

Cash Flows from Financing Activities:
Payments on long-term debt and capital
lease obligations                               (2,891,000,000)
Proceeds from long-term obligations               2,966,000,000
Proceeds from American Express Agreement                      -
Payment of short-term obligations, net                        -
Proceeds from the sale of treasury stock, net                 -
Other, net                                          (94,000,000)
                                               ----------------
Net cash provided by (used in)
financing activities                                (19,000,000)

Net increase in cash & cash equivalents              352,000,000
Cash & cash equivalents at beginning of period     4,255,000,000
                                               ----------------
Cash & cash equivalents at end of period          $4,607,000,000
                                               ================

                            About Delta

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- serves more than
160 million customers each year.  Delta and the Delta Connection
carriers offer service to 367 destinations in 66 countries on six
continents.  Delta employs more than 70,000 employees worldwide
and operates a mainline fleet of nearly 800 aircraft.  A founding
member of the SkyTeam global alliance, Delta participates in the
industry's trans-Atlantic joint venture with Air France KLM.
Including its worldwide alliance partners, Delta offers customers
more than 16,000 daily flights, with hubs in Amsterdam, Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK,
Paris-Charles de Gaulle, Salt Lake City and Tokyo-Narita.  The
airline's service includes the SkyMiles frequent flier program,
the world's largest airline loyalty program; the BusinessElite
service; and more than 50 Delta Sky Clubs in airports worldwide.

Delta became the world's largest airline following merger with
Northwest Airlines in 2008.

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

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

At December 31, 2009, Delta had total assets of $43,539,000,000
against total current liabilities of $9,797,000,000 and total
noncurrent liabilities of $33,497,000,000, resulting in
stockholders' equity of $245,000,000.  At end-2008, Delta had
stockholders' equity of $874,000,000.  The December 31, 2009
balance sheet showed strained liquidity: Delta had total current
assets of $7,741,000,000 against total current liabilities of
$9,797,000,000.

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

                           *     *     *

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


DELTA AIR: Wants Claims Objection Deadline Moved to Dec. 31
-----------------------------------------------------------
Delta Air Lines, Inc. and its debtor-affiliates ask Judge Cecelia
G. Morris of the U.S. Bankruptcy Court for the Southern District
of New York to extend the deadline within which they may
challenge the validity of proofs of claim filed in their Chapter
11 cases through and including December 31, 2010.

The Debtors are currently entitled to object to claims until
April 19, 2010.

According to Timothy E. Graulich, Esq., at Davis Polk & Wardwell,
in New York, the Debtors have made exceptional progress in
resolving disputed claims through settlements and objections.
Specifically, he notes, since the effective date of their Plan of
Reorganization in April 2007, the Debtors have made distributions
on account of more than 43,000 allowed administrative, priority,
secured and unsecured claims with a face value of almost $14.1
billion.

In addition, the Debtors have made enormous progress in disputing
and resolving claims, making distributions on account of resolved
claims and undertaking the necessary tasks related to the
distributions.  Specifically, the Debtors have:

  * made nine distributions totaling approximately 346.8 million
    shares of New Delta Common Stock and approximately $8.9
    million in cash on account of approximately 36,800 allowed
    unsecured claims in a face amount of approximately $14
    billion;

  * filed 29 prior omnibus objections covering more than 6,800
    proofs of claim;

  * resolved more than 6,800 disputed proofs of claim through
    objections, withdrawals and other resolutions at an initial
    value of approximately $77.5 billion;

  * filed 12 additional omnibus objections with respect to
    at least 240 proofs of claim arising from aircraft-related
    transactions;

  * analyzed and categorized variations in contract language
    from the operative documents of more than 200 separate
    aircraft leveraged lease transactions with respect to which
    tax indemnity or TIA claims and stipulated loss value or SLV
    claims have been filed;

  * filed five separate "test case" objections to TIA and SLV
    claims to determine Delta's obligations;

  * filed more than 40 other objections covering more than 250
    TIA and SLV claims;

  * resolved approximately 1,270 aircraft-related claims,
    including various SLV and TIA-related claims;

  * finalized, calculated, withheld tax on account of and made
    distributions of cash and New Delta Common Stock on account
    of all individual Delta retiree claims entitled to general
    unsecured claims in the Chapter 11 cases;

  * engaged in settlements with The Bank of New York Mellon and
    the Hillsborough County Aviation Authority regarding their
    claims relating to bonds; and

  * reached a settlement agreement with BNY Mellon and the
    Regional Airports Improvement Corporation with respect to
    fees owed by Delta.

Mr. Graulich notes that although very substantial progress has
been made to date, the Debtors still need to attend to:

  * approximately 78 aircraft related claims that remain
    unresolved, representing a total of approximately $718.4
    million in current value of claims, and approximately 78
    non-aircraft claims that remain unresolved, representing
    approximately $213.1 million in total amounts claimed;

  * a number of TIA claims that have been appealed, and SLV
    claims that have not been finally resolved because open
    issues still exist;

  * objections to TIA claims and SLV claims that the Debtors
    could pursue or may not need to pursue at all in light of
    the TIA/SLV rulings; and

  * the resolution of various litigation and employee benefit
    claims through negotiated settlements.

Attending to the outstanding issues has taken a very significant
amount of time and attention for these to be done accurately and
correctly, Mr. Graulich explains.  Hence, until the Present
Claims Objection Deadline is extended, the Debtors will be forced
to file all of the possible objections to pursue as to each and
every one of the remaining claims, he adds.

Moreover, certain of the outstanding issues have proven
incredibly complex, have involved dozens of opposing parties, and
are not yet complete.  The Claims Objection Extension request,
therefore, is necessary to the efficient and equitable
administration of the Chapter 11 cases, Mr. Graulich tells Judge
Morris.

Mr. Graulich assures the Court that the requested Extension will
not materially prejudice claimants.

                            About Delta

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- serves more than
160 million customers each year.  Delta and the Delta Connection
carriers offer service to 367 destinations in 66 countries on six
continents.  Delta employs more than 70,000 employees worldwide
and operates a mainline fleet of nearly 800 aircraft.  A founding
member of the SkyTeam global alliance, Delta participates in the
industry's trans-Atlantic joint venture with Air France KLM.
Including its worldwide alliance partners, Delta offers customers
more than 16,000 daily flights, with hubs in Amsterdam, Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK,
Paris-Charles de Gaulle, Salt Lake City and Tokyo-Narita.  The
airline's service includes the SkyMiles frequent flier program,
the world's largest airline loyalty program; the BusinessElite
service; and more than 50 Delta Sky Clubs in airports worldwide.

Delta became the world's largest airline following merger with
Northwest Airlines in 2008.

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

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

At December 31, 2009, Delta had total assets of $43,539,000,000
against total current liabilities of $9,797,000,000 and total
noncurrent liabilities of $33,497,000,000, resulting in
stockholders' equity of $245,000,000.  At end-2008, Delta had
stockholders' equity of $874,000,000.  The December 31, 2009
balance sheet showed strained liquidity: Delta had total current
assets of $7,741,000,000 against total current liabilities of
$9,797,000,000.

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

                           *     *     *

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


DELTA AIR: Proposes BNY Mellon and RAIC Settlement
--------------------------------------------------
Prior to the Petition Date, Delta, as successor to and assignee
of Western Airlines; The Bank of New York Mellon Trust Company,
N.A.; the City of Los Angeles; and the Regional Airports
Improvement Corporation were parties to these transaction
documents:

  (a) Lease Between the City and Western Covering Terminal
      Facilities at Los Angeles International Airport dated
      November 7, 1985;

  (b) Partial Assignment of Terminal Facilities Lease dated as
      of November 1, 1985, by and between RAIC and Western;

  (c) Facilities Sublease also dated as of November 1, 1985,
      Between RAIC as lessor and Western as lessee or the
      "Facilities Sublease;"

  (d) Indenture dated as of November 1, 1985, between RAIC, as
      issuer, and Security Pacific National Bank as trustee, as
      supplemented by the Second Supplemental Trust Indenture
      dated as of May 1, 1996;

  (e) Guaranty Agreement dated as of May 1, 1996, between Delta
      and Harris Trust Company as successor trustee to SPNB
      under the Indenture; and

  (f) Contingent Lease Agreement dated as of November 1, 1985,
      between the City and RAIC.

Pursuant to the Facilities Sublease between Delta and RAIC, Delta
was entitled to occupy terminal space at Los Angeles
International Airport in exchange for making facility rent
payments equal to $88,000,000 in certain 1996 Special Facility
Revenue Bonds issued by RAIC in 1996.  The Bonds were issued
pursuant to the Indenture between RAIC and BNY Mellon, which
specified that the Bonds would be paid with Delta's Facility Rent
payments under the Facilities Sublease.

In October, 2005, the Debtors commenced an adversary proceeding
against BNY Mellon, RAIC and the City, seeking to recharacterize
the Transaction Documents as a financing arrangement and Delta's
Facility Rent payments as debt payments rather than lease
payments.  The Debtors dismissed the Adversary Proceeding in
February 2007, without prejudice.

In connection with the confirmation of its Chapter 11 Plan of
Reorganization, Delta assumed the Facilities Sublease and the
other Transaction Documents governing its occupancy of terminal
facilities at LAX.  In August 2006, BNY Mellon filed Claim No.
5251 in connection with the Indenture.  RAIC also filed Claim No.
4880 asserting claims based on the Facilities Sublease and the
Indenture.

Pursuant to negotiations, the Debtors remitted to RAIC $382,253
in satisfaction of the RAIC Claim.  Delta also agreed to pay
$160,189 of BNY Mellon's outstanding fees as a compromise, and
BNY Mellon agreed that it would withdraw its Claim and consent to
the withdrawal of the RAIC Claim.

In this light, the Debtors sought and obtained the Court's
authority to enter into a settlement agreement with BNY Mellon
and RAIC, which provides for (1) Delta's remittance to BNY Mellon
of $160,189, and (2) BNY Mellon's and RAIC's withdrawal of their
Claims.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Settlement Agreement provides that BNY Mellon
fully discharges the Debtors from causes of action relating to
the Chapter 11 Proceeding or the BNY Mellon Claim.  RAIC also
discharges the Debtors from all obligations relating to (i) the
RAIC Claim, or (ii) the Bonds and the Transaction Documents.

The Debtors noted that they received no objections to their
Settlement.

                            About Delta

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- serves more than
160 million customers each year.  Delta and the Delta Connection
carriers offer service to 367 destinations in 66 countries on six
continents.  Delta employs more than 70,000 employees worldwide
and operates a mainline fleet of nearly 800 aircraft.  A founding
member of the SkyTeam global alliance, Delta participates in the
industry's trans-Atlantic joint venture with Air France KLM.
Including its worldwide alliance partners, Delta offers customers
more than 16,000 daily flights, with hubs in Amsterdam, Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK,
Paris-Charles de Gaulle, Salt Lake City and Tokyo-Narita.  The
airline's service includes the SkyMiles frequent flier program,
the world's largest airline loyalty program; the BusinessElite
service; and more than 50 Delta Sky Clubs in airports worldwide.

Delta became the world's largest airline following merger with
Northwest Airlines in 2008.

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

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

At December 31, 2009, Delta had total assets of $43,539,000,000
against total current liabilities of $9,797,000,000 and total
noncurrent liabilities of $33,497,000,000, resulting in
stockholders' equity of $245,000,000.  At end-2008, Delta had
stockholders' equity of $874,000,000.  The December 31, 2009
balance sheet showed strained liquidity: Delta had total current
assets of $7,741,000,000 against total current liabilities of
$9,797,000,000.

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

                           *     *     *

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


DELTA AIR: M. Burns Appeals Order Expunging Claims
--------------------------------------------------
M. Michele Burns took an appeal to U.S. District Court for the
District of Delaware from the order issued by Judge Cecelia
Morris of the United States Bankruptcy Court for the Southern
District of New York (i) expunging, with prejudice, Ms. Burns'
Claim Nos. 6906, 6907, 6908, 6909, 6910, 6912, 6913, 6914, 6915,
6916, 6917, 6918, 6919, 6920, 6921, 6922, 6923, 6924, 6925 and
8478, and (ii) capping the  Claims to zero value pursuant to
Section 502(b)(4) of the Bankruptcy Code.

Ms. Burns wants the District Court to determine whether the
Bankruptcy Court erred:

  (a) in ruling that her Claims were not entitled to
      administrative expense priority pursuant to Section 503
      of the Bankruptcy Code;

  (b) in ruling that her Claims are for the services of an
      insider and therefore capped pursuant to Section
      502(b)(4) of the Bankruptcy Code;

  (c) in ruling that the reasonable value of Ms. Burns' services
      was nominal and therefore, the Claims are capped at zero
      pursuant to Sections 502(b)(4) and 502(b)(7) of the
      Bankruptcy Code; and

  (d) by failing to order an evidentiary hearing to determine
      the reasonable value of Ms. Burns' services.

Pursuant to Rule 8006 of the Federal Rule of Bankruptcy Procedure,
the Debtors filed counter-designation of documents to be included
in the record on Ms. Burns' Appeal.

                            About Delta

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- serves more than
160 million customers each year.  Delta and the Delta Connection
carriers offer service to 367 destinations in 66 countries on six
continents.  Delta employs more than 70,000 employees worldwide
and operates a mainline fleet of nearly 800 aircraft.  A founding
member of the SkyTeam global alliance, Delta participates in the
industry's trans-Atlantic joint venture with Air France KLM.
Including its worldwide alliance partners, Delta offers customers
more than 16,000 daily flights, with hubs in Amsterdam, Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK,
Paris-Charles de Gaulle, Salt Lake City and Tokyo-Narita.  The
airline's service includes the SkyMiles frequent flier program,
the world's largest airline loyalty program; the BusinessElite
service; and more than 50 Delta Sky Clubs in airports worldwide.

Delta became the world's largest airline following merger with
Northwest Airlines in 2008.

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

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

At December 31, 2009, Delta had total assets of $43,539,000,000
against total current liabilities of $9,797,000,000 and total
noncurrent liabilities of $33,497,000,000, resulting in
stockholders' equity of $245,000,000.  At end-2008, Delta had
stockholders' equity of $874,000,000.  The December 31, 2009
balance sheet showed strained liquidity: Delta had total current
assets of $7,741,000,000 against total current liabilities of
$9,797,000,000.

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

                           *     *     *

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


DELTA FINANCIAL: Workers Seek OK on FLSA Deal
---------------------------------------------
More than 400 former loan officers have asked a judge to grant
final approval of their settlement of class action overtime claims
with Delta Financial Corp., Bankruptcy Law360 reports.

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The Company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.


DORAL ENERGY: Posts $1.1 Million Net Loss in Q2 Ended Jan. 31
-------------------------------------------------------------
Doral Energy Corp. filed its quarterly report on Form 10-Q,
showing a net loss of $1,117,730 on $493,703 of revenue for the
three months ended January 31, 2010, compared to a net loss of
$239,823 on $338,948 of revenue for the same period ended
January 31, 2009.

The Company's balance sheet as of January 31, 2010, showed
$20,726,351 in total assets, $10,009,187 of debt, and
stockholders' equity of $10,717,164.

"As of January 31, 2010, we had negative working capital.  This
factor raises substantial doubt about the Company's ability to
continue as a going concern."

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

              http://researcharchives.com/t/s?5be8

Doral Energy Corp. (OTC BB: DRLY) -- http://www.DoralEnergy.com/-
- is an oil and gas exploitation and production company
headquartered in Midland, Texas.  Doral Energy Corp.'s strategy is
to grow a portfolio of under-developed production and exploitation
assets with the potential for generating near-term increases in
existing production through operational improvements, and longer-
term development of proved undeveloped reserves by infill
drilling.

Doral's first producing assets, the Hanson Properties in Eddy
County, New Mexico, are located in the northwestern Permian Basin
of New Mexico.


E*TRADE FINANCIAL: S&P Raises Counterparty Credit Rating to 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
long-term counterparty credit rating on E*TRADE Financial Corp.,
to 'CCC+' from 'CCC'.  At the same time, S&P raised its long-term
counterparty credit rating on its subsidiary, E*TRADE Bank, to 'B'
from 'B-'.  The outlook on both is stable

"The ratings upgrade reflects E*TRADE's improved financial
condition and holding company cash flows, as well as the prospect
for lower operating losses in 2010.  Its 2009 debt exchange
improved the holding company's cash flow by lowering interest
costs by $200 million annually and essentially eliminating debt
maturities until 2013, when $415 million of notes are due.  The
holding company now has enough liquid cash on its balance sheet to
cover the next two years' debt service," said Standard & Poor's
credit analyst Charles Rauch.

Additionally, E*TRADE Bank has begun applying to the U.S. Office
of Thrift Supervision for permission to pass dividends received
from E*TRADE Securities LLC to the holding company on a quarterly
basis.  The OTS approved a $28 million dividend in December 2009
equal to the net earnings of E*TRADE Securities LLC for third
quarter 2009.  Nonetheless, the holding company still carries
$2.6 billion of long-term debt -- an amount S&P considers quite
large in relation to the current cash flow generating ability of
its operating subsidiaries.

Further, the ratings upgrade factors in the improved capital
positions at the bank and the consolidated entity following three
common stock offerings in 2009 that netted $733 million in
proceeds and the conversion of $721 million in debt into equity in
2009.  S&P believes this improved capital position is vital to
E*TRADE so it can absorb more net losses this year.

The stable outlook on E*TRADE reflects S&P's expectation that its
profitability will remain under pressure and asset quality weak
through 2010.  If E*TRADE makes significant progress reducing the
risk exposures within its residential real estate portfolios in
2010 so that it is positioned to return to profitability in 2011
and keeps the bank subsidiary's regulatory capital ratios in
excess of the "well capitalized" level, S&P could upgrade the
rating.

On the other hand, S&P could downgrade the company if net losses
show no sign of abating and the holding company needs to once more
downstream capital to the bank subsidiary.


EASTMAN KODAK: Franklin Mutual Holds 3.7% of Common Stock
---------------------------------------------------------
Franklin Mutual Advisers, LLC, disclosed that as of March 3, 2010,
it may be deemed to beneficially own 10,031,360 shares or roughly
3.7% of the common stock of Eastman Kodak Company.

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

As of December 31, 2009, the Company had total assets of
$7.691 billion against total liabilities of $7.724 billion,
resulting in shareholders' deficit of $35 million.

On February 19, 2010, Moody's revised its rating outlook on the
Company from negative to stable, and affirmed its B3 corporate
rating and Caa1 senior unsecured rating.

On February 11, 2010, S&P revised its B- rating outlook on the
Company to stable from negative.  All ratings on the Company,
including the B- Corporate Rating, were affirmed.


EINSTEIN NOAH: Extends Preferred Stock Redemption Date Until 2011
-----------------------------------------------------------------
Einstein Noah Restaurant Group Inc. has extended the redemption
date for its Series Z Preferred stock held by Halpern Denny III,
L.P. and has committed to redeem all remaining outstanding shares,
inclusive of the accrued additional redemption price, on or before
June 30, 2011.  The previous redemption date was June 30, 2010.
As of December 29, 2009, there was $32.2 million of Series Z
Preferred stock outstanding and $1.3 million of accrued additional
redemption price.

Under the terms of the agreement, the company will redeem at least
$5.0 million of the Series Z Preferred stock on or before
March 31, 2010.  The company will be allowed to make further
redemptions of any amount and at any time until June 30, 2011,
based upon the generation of free cash flow as well as the
unrestricted cash balance available at that time.  However, the
company currently anticipates redeeming $12 million to $16 million
of the Series Z Preferred stock on or before March 31, 2010, which
will be comprised of an $11 million draw on the Company's senior
secured credit facility as well as free cash flow beyond normal
operating needs.  The company also expects $12 million to $15
million of the Series Z Preferred stock to be outstanding on June
30, 2010.

In addition, Halpern Denny was granted an option to exchange 50%
of the Series Z Preferred shares, inclusive of the accrued
additional redemption price of those shares that are outstanding
on June 30, 2010, into shares of freely trading common stock at a
price of $11.50 per share.  Halpern Denny may exercise this option
at any time after June 30, 2010, by giving notice to the company,
and if it exercises this option, all additional redemption amounts
that accrue after June 30, 2010, will be waived with respect to
the shares of Series Z Preferred exchanged.

The company said it must first redeem the shares of the Series Z
Preferred stock that are not subject to the exchange option.
Then, to the extent that Halpern Denny has not exercised its
exchange option, the company may redeem the shares that are
subject to the exchange option, which could serve to decrease the
number of Series Z Preferred shares that are subject to the
exchange option.

A full-text copy of the letter agreement is available for free
at http://ResearchArchives.com/t/s?5bbe

               About Einstein Noah Restaurant Group

Based in Lakewood, Colorado, Einstein Noah Restaurant Group Inc.
(Nasdaq: BAGL) -- http://www.einsteinnoah.com/-- operates a
a retail chain of quick casual restaurants in the United States,
specializing in foods for breakfast and lunch.  The Company
operates locations primarily under the Einstein Bros.(R) Bagels
and Noah's New York Bagels(R) brands and primarily franchises
locations under the Manhattan Bage(R) brand.  The Company's retail
system consists of more than 600 restaurants, including more than
100 license locations, in 35 states plus the District of Columbia.

As of September 29, 2009, Einstein Noah had total assets of
$213,792,000 against $155,494,000 in total liabilities.  The
September 29 balance sheet showed strained liquidity: the Company
had $36,262,000 in total current assets against $69,956,000 in
total current liabilities.


EINSTEIN NOAH: CFO Richard Dutkiewicz Resigns Effective April 9
---------------------------------------------------------------
Einstein Noah Restaurant Group Inc said Richard P. Dutkiewicz, its
chief financial officer, is resigning from his employment and all
positions that he holds with the Company effective April 9, 2010.

               About Einstein Noah Restaurant Group

Based in Lakewood, Colorado, Einstein Noah Restaurant Group Inc.
(Nasdaq: BAGL) -- http://www.einsteinnoah.com/-- operates a
a retail chain of quick casual restaurants in the United States,
specializing in foods for breakfast and lunch.  The Company
operates locations primarily under the Einstein Bros.(R) Bagels
and Noah's New York Bagels(R) brands and primarily franchises
locations under the Manhattan Bage(R) brand.  The Company's retail
system consists of more than 600 restaurants, including more than
100 license locations, in 35 states plus the District of Columbia.

As of September 29, 2009, Einstein Noah had total assets of
$213,792,000 against $155,494,000 in total liabilities.  The
September 29 balance sheet showed strained liquidity: the Company
had $36,262,000 in total current assets against $69,956,000 in
total current liabilities.


EUOKO GROUP: Posts $349,346 Net Loss in Q2 Ended January 31
-----------------------------------------------------------
Euoko Group, Inc., filed its quarterly on Form 10-Q, showing a
net loss of $349,346 on $545,727 of revenue for the three months
ended January 31, 2010, compared with a net loss of $516,959 on
$290,009 of revenue for the same period of the prior year.

The Company's balance sheet as of January 31, 2010, showed
$1,241,237 in assets and $7,999,645 of debts, for a
stockholders' deficit of $6,758,408.

"The Company had a net loss of $945,269 for the six months ended
January 31, 2010, and as of January 31, 2010, the Company had a
stockholders' deficiency of $6,758,408.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern."

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

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

Toronto, Ontario-based Euoko Group, Inc. is engaged in the
business of the development, marketing and distribution of skin
treatments.  The Company's common stock is quoted on the OTC
Bulletin Board under the symbol "EUOK".


EXTENDED STAY: Creditors Blocking Sternlicht Bid
------------------------------------------------
The New York Post, citing an unidentified person close to the
situation, reported that Barry Sternlicht's $3.9 billion offer to
take Extended Stay Hotels out of bankruptcy may be blocked by
creditors.

According to the report, Mr. Sternlicht's offer to replace
$4.1 billion in commercial mortgage-back securities used to carry
out a leveraged buyout in 2007 with a $2.8 billion mortgage has
been contested by holders of the securities, which include Bank of
America, Citigroup, UBS AG and Cerberus Capital Management.

The New York Post relates that some senior creditors fume that Mr.
Sternlicht's proposal doesn't offer them an attractive enough
interest rate relative to what junior creditors are getting.

                        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).


FEDERAL-MOGUL: Elects Daniel Ninivaggi to Board of Directors
------------------------------------------------------------
Robert L. Katz, Senior Vice President, General Counsel and
Secretary at Federal-Mogul Corporation, reports that following the
increase of the size of the Company's Board of Directors to 10,
Daniel A. Ninivaggi was elected by the Board to serve as a non-
independent director effective March 18, 2010.  Mr. Ninivaggi will
hold office until the next annual election or until his successor
is duly elected and will qualify, or until his earlier resignation
or removal.

Mr. Ninivaggi, 45, will, effective April 1, 2010, serve as the
President of Icahn Enterprises L.P., which is the owner of
approximately 76% of the Company's outstanding shares of common
stock and an affiliate of Mr. Carl C. Icahn, the Chairman of the
Company's Board of Directors.  Mr. Ninivaggi has served as Of
Counsel to the law firm of Winston & Strawn LLP since July 2009
and as a partner from 1998 to 2003.  From 2003 until July 2009,
Mr. Ninivaggi served in a variety of executive positions at Lear
Corporation, a global automotive supplier, including as General
Counsel from 2003 through 2007, as Senior Vice President from 2004
until 2006, and most recently as Executive Vice President and
Chief Administrative Officer from 2006.  Mr. Ninivaggi is a
director of CIT Group Inc., a bank holding company.

                         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.


FEDERAL-MOGUL: Restates Agreements with CEO Alapont
---------------------------------------------------
Robert L. Katz, Senior Vice President, General Counsel and
Secretary at Federal-Mogul Corporation, reports that on March 18,
2010, the Company entered into three agreements with its President
and CEO, Jose Maria Alapont pursuant to which Mr. Alapont agreed
to remain as President and CEO of the Company through March 23,
2013.  The agreements are effective as of March 23, 2010, and
amend and restate certain existing agreements between Mr. Alapont
and the Company.  Mr. Alapont will also continue as a member of
the Company's Board of Directors.

Mr. Alapont and the Company entered into the Second Amended and
Restated Employment Agreement dated as of March 23, 2010, which
amends and restates the Amended and Restated Employment Agreement
dated as of December 31, 2008.  Under the SAREA, Mr. Alapont has
agreed to serve as President and CEO of the Company for a three-
year period ending March 23, 2013, at a salary of $1.5 million per
annum and with an annual cash bonus not to exceed $1.5 million per
annum.  The SAREA provides for payments under certain benefit
plans and fringe benefits to Mr. Alapont in any calendar year in
an aggregate dollar amount not greater than 125% of the aggregate
2009 dollar amount of payments under such benefit plans and fringe
benefits.

As of March 23, 2010, Mr. Alapont has fully qualified for 20 years
of service credit under the KEY Executive Pension Plan, and
accordingly no further years of service credit may be earned under
the Key Plan and he may retire from the Company and receive
benefits under this plan at any time.  Pursuant to the SAREA, the
Company and Mr. Alapont agreed that for purposes of determining
"Final Average Compensation" the period for determining the three
consecutive years in which Mr. Alapont earned the highest
compensation will be the five year period ending March 23, 2010.

In connection with the SAREA, the Company and Mr. Alapont agreed
to restate the Stock Option Agreement dated February 15, 2008,
between the Company and Mr. Alapont in respect of options to
purchase four million shares of Common Stock of the Company under
the Stock Option Agreement and did so by entering into a Restated
Stock Option Agreement dated as of March 23, 2010.  The Option has
fully vested as of March 23, 2010 and is fully exercisable in
accordance with the terms of the Restated Option Agreement as of
such date.  The Stock Option Agreement provided that in no event
would the Option be exercised after December 27, 2014.

Under the Restated Stock Option Agreement if, on any date prior to
December 27, 2014, Mr. Alapont is no longer employed by the
Company for any reason whatsoever, then the Option shall be
exercisable by Mr. Alapont until and including the earlier of (i)
the date which is the 90th day after the Relevant Date, and (ii)
December 27, 2014.

The Company has agreed in the Restated Option Agreement to
register under the Securities Act of 1933, as amended, the shares
of Common Stock subject to the Option as promptly as practicable
following March 23, 2010, but not later than 30 days following the
date of the Company's 2010 annual meeting of stockholders, by
filing a Form S-8 registration statement in respect such shares of
Common Stock.  The Restated Option Agreement also provides that
the Company, acting through the Compensation Committee of the
Board of Directors, has the right in connection with any exercise
of the Option, to cash out all or part of the portion of the
shares of  Common Stock for which the Option is being exercised by
paying Mr. Alapont an amount in cash equal to the excess of the
fair market value of the Common Stock, determined as of the date
of exercise of the Option, over the option exercise price times
the number of shares of Common Stock for which the Option is being
exercised on such exercise date.  If the Committee does not
exercise in whole the Cash Out Right within one business day of
receipt of notice of exercise of the Option, then the Option will
have been exercised in the amount and manner specified in such
notice.

The Company and Mr. Alapont also amended and restated the Amended
and Restated Deferred Compensation dated as of December 31, 2008
to reflect the Extended Term of Mr. Alapont's employment by
entering into the Second Amended and Restated Deferred
Compensation Agreement dated as of March 23, 2010.

                         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 HORIZON: Banks Receive "Wells" Notices from SEC
-----------------------------------------------------
First Horizon National Corporation said that on March 18, 2010,
two subsidiaries, FTN Financial Securities Corp. and First
Tennessee Bank National Association, along with an executive
officer, Frank J. Gusmus, Jr., received written "Wells" notices
from the Staff of the United States Securities and Exchange
Commission stating that the Staff intends to recommend that the
SEC bring enforcement actions for allegedly aiding and abetting a
former FTNFS customer, Sentinel Management Group, Inc., in
violations of the federal securities laws.

The subject of the Wells notices is a 2006 year-end securities
repurchase transaction entered into by FTNFS with Sentinel, as
discussed in Note 18 of FHN's Annual Report to shareholders for
the year 2009.  A Wells notice by the SEC Staff is neither a
formal allegation of wrongdoing nor a determination by the SEC
that there has been wrongdoing.  A Wells notice generally provides
the recipient with an opportunity to provide his, her, or its
perspective to address the Staff's concerns prior to enforcement
action being taken by the SEC.  FHN believes that its subsidiaries
and Mr. Gusmus complied with all applicable laws and regulations
regarding the transaction.  FHN and Mr. Gusmus intend to work
within the Wells process to try to avoid the commencement of
enforcement actions.  If such actions are brought nonetheless, FHN
believes they have meritorious defenses and they intend to advance
those defenses vigorously.

                        About First Horizon

First Horizon National Corporation is a bank holding company.  The
Corporation, through its principal subsidiary, First Tennessee
Bank National Association and its other banking-related
subsidiaries provide diversified financial services through five
business segments: Regional Banking, Capital Markets, National
Specialty Lending, Mortgage Banking and Corporate.  At December
31, 2009, the Corporation's subsidiaries had over 200 business
locations in 16 states of the United States, Hong Kong, and Tokyo,
excluding off-premises automated teller machines (ATMs).  At
December 31, 2009, the Bank had 183 financial center bank branch
locations in three states: 173 branches in 17 Tennessee counties,
including the metropolitan areas of the state, two branches in
Georgia; and eight branches in Mississippi.  At December 31, 2009,
the Bank had $25.8 billion in total assets, $15.0 billion in total
deposits, and $17.2 billion in total net loans.


FLEETWOOD ENTERPRISES: Trustee OKs Snipped $7.5M Gibson Dunn Fee
----------------------------------------------------------------
Bankruptcy Law360 reports that the U.S. trustee overseeing
Fleetwood Enterprises Inc.'s liquidation has agreed, after some
haggling, to pay Fleetwood's counsel Gibson Dunn & Crutcher LLP
more than $7.5 million for the first nine months of the Chapter 11
proceeding.

Based in Riverside, California, Fleetwood Enterprises, Inc., was
the second largest manufactured housing maker in the U.S. and the
largest manufacturer of recreational vehicles over 30 feet in
length.

Fleetwood Enterprises listed assets of $560 million against debt
totaling $624 million in its bankruptcy petition.  Fleetwood
Enterprises, together with 19 of affiliates, filed for Chapter 11
protection on March 10, 2009 (Bankr. C.D. Calif. Lead Case No.
09-14254).  Craig Millet, Esq., and Solmaz Kraus, Esq., at Gibson,
Dunn & Crutcher LLP, represent the Debtors in their restructuring
efforts.  FTI Consulting Inc. is the financial advisor to the
Debtors.  The Debtors tapped Greenhill & Co. LLC as its investment
banker.


FLYING J: Court Approves $40 Million Sale Deal with Alon Israel
---------------------------------------------------------------
John Cox at Bakersfield.com reports that a federal bankruptcy
judge said at the sale hearing that he will approve a $40 million
sale of Flying J Inc.'s Big West refinery to Alon Israel Oil Co.
Ltd.  According to the report, the judge has not yet signed a sale
order, and the purchase agreement has not yet been carried out.

According to the Court-approved bidding procedures, affiliate Alon
USA Energy Inc. was the stalking horse bidder with its $40 million
offer.  Parties were allowed to send competing bids for an auction
scheduled March 19.

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

                            About Flying J

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

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

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

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


FLYING J: Exclusivity Period Extended Until April 27
----------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware issued a bridge order temporarily extending
Flying J Inc. and its debtor-affiliates' exclusivity periods
pending a final hearing.  Specifically, Judge Walrath extended the
Debtors' exclusive plan filing deadline until April 27, 2010, and
the Debtors' exclusive solicitation deadline until June 27, 2010.
The Court will hold another hearing on April 26 to consider the
extension of the Debtors' exclusivity periods.

Wilmington Trust FSB, in its capacities as successor
administrative agent and collateral agent for the prepetition
lenders of Flying J affiliate, Big West Oil, LLC, sought to deny
or limit the Debtors' extension request.  Wilmington argued that
the Debtors' request for an August extension of their exclusive
periods is premature while the Debtors await a decision by the
Federal Trade Commission on a proposed merger of Flying J's core
travel plaza business with Pilot Travel Centers LLC.  The
transaction is the cornerstone of the Debtors' proposed bankruptcy
exit plan.  Wilmington indicated that the FTC determination has
been further extended to March 19, 2010.

The Debtors have requested a June 22 extension of their plan
filing period and an August 22 extension of their solicitation
deadline.  This is the Debtors' fifth request for extension.

According to Wilmington, if the FTC determination is favorable, it
is difficult to conceive why a further exclusivity extension until
August would be required.  Under a favorable FTC determination the
Debtors should proceed diligently to obtain confirmation of their
currently filed plan and little, if any, further extension beyond
the exclusivity deadline should be necessary, Wilmington said.  If
the FTC determination is not favorable, Wilmington argued that the
agent and the Big West Term Lenders should be given the right to
be heard on the length of the further exclusivity extension, if
any, that should be granted with respect to the Big West Debtors.

Wilmington noted that the Flying J/Pilot deal does not directly
involve the Big West Debtors.  However, Wilmington said the Big
West Lenders took the sidelines the past months as the Debtors
tried to achieve their plan structure on the promise that the Big
West Lenders would be paid in full from a refinancing to be
carried out on a parallel path with the Flying J/Pilot deal.
Wilmington told the Court that the Big West Lenders believe there
are much more direct and expeditious plan alternatives available
to satisfy Big West creditors than linking their fate and
recoveries to a global plan structure that is dependent on
consummating the Flying J/Pilot deal.

Flying J/Pilot deal was announced in July 2009.  The preliminary
merger agreement with Pilot pertains specifically to Flying J's
core travel plaza business, and it excludes Longhorn Pipeline, Big
West Oil, Flying J Oil & Gas, Haycock Petroleum, and
Transportation Alliance Bank.  At that time, Flying J said it was
in the process of pursuing or evaluating alternatives for each of
these other businesses.

                            About Flying J

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

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

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

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


FORD MOTOR: Investment-Grade Rating to Come "Years Away"
--------------------------------------------------------
Shannon D. Harrington and Keith Naughton at Bloomberg News report
that Ford Motor Company CFO Lewis Booth said that the automaker is
"years away" from regaining the investment-grade rating it lost in
2005 even as growing U.S. market share and reduced debt lead to a
surge in its bond prices.

"We've got a lot of steps to go before we get to investment
grade," Booth said in an interview with Bloomberg.

While Ford bonds are trading as if they are two steps higher than
their B3 rating from Moody's Investors Service, the Company's $50
billion in debt was 13 times earnings before interest, taxes,
depreciation and amortization in 2009.  Ford is pegging its
rebound to a "fragile" economic recovery, Booth said.

                         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.


FOURTH QUARTER 118: Unit to Sell Rim Shopping Center Lot
--------------------------------------------------------
Fourth Quarter Properties 140, LLC, asks the U.S. Bankruptcy Court
for the Northern District of Georgia, in Newnan, for permission to
sell roughly 0.995 acres of real property at the Rim Shopping
Center in San Antonio, Bexar County, Texas, free and clear of
liens.  FQP 140 also seeks permission to disburse the sale
proceeds to the holders of liens on the property and pay real
estate commissions earned by real estate brokers in connection
with the sale.

FQP 140 and its non-debtor affiliate Fourth Quarter Properties
LXII, LP, entered into a sale agreement with TDC Rim Overlook,
L.P.  FQP 140 and FQP LXII propose to sell to TDC 2.33 acres of
land at the Rim Shopping Center.  The property to be sold includes
the FQP 140 tract, containing roughly 0.995 acres, and roughly
1.379 acres owned by FQP LXII.  FQP 140 and its affiliates own and
operate the Rim Shopping Center.

The property is to be sold for the total purchase price of
$712,200, which has been divided on a pro rata basis so that FQP
140 will receive $299,124 and FQP LXII will receive $413,076.

The property will be used by TDC for parking for a tenant located
on TDC's adjoining property.  The property contains a powerline
easement across its entirety and therefore cannot be developed for
any other purpose.

According to FQP 140, these entities assert liens on the property:

     (A) Wachovia Bank, N.A., holds a first priority lien on the
         property on account of its claim for in excess of
         $115,000,000.  Wachovia is represented in the case by:

         Paul M. Baisier, Esq.
         SEYFARTH SHAW, LLP
         One Peachtree Pointe, 1545 Peachtree Street, Suite 700
         Atlanta, Georgia 30309.

     (B) Pape-Dawson Consulting Engineers, Inc., asserts a
         construction lien on the FQP 140 tract in an amount in
         excess of $60,000.  Pape-Dawson is represented by its
         agent:

         Eugene H. Dawson
         555 E. Ramsey
         San Antonio, Texas 78216

     (C) Fugro Consultants, Inc., asserts a construction lien in
         the approximate amount of $43,790.  Fugro is represented
         in the case by:

         Joseph M. Cibor
         6100 Hillcroft
         Houston, Texas 77081

     (D) Bexar County, Texas, asserts an unmatured claim for 2010
         property taxes on the FQP 140 tract.  Bexar County is
         represented in the case by its counsel of record:

         David G. Aelvoet, Esq.
         Linebarger Goggan Blair Pena, et al.
         711 Navarro, Suite 300
         San Antonio, Texas 78205

FQP 140 tells the Court that proceeds from the sale of the FQP 140
tract will be distributed, in part, as

     $4,153.25 will be deducted from the sales proceeds for a
               proration of 2010 property taxes.  $1,744.36 of the
               amount will come from the sales proceeds from the
               sale of the FQP 140 tract.
   $234,764.20 as a principal reduction to Wachovia;
    $21,000.00 to Pape-Dawson; and
    $18,512.78 to Fugro

The Debtor says Wachovia, Pape-Dawson and Fugro have agreed to
accept the amounts set forth in exchange for a release of their
liens on the FQP 140 tract.

The Debtor expects to close the sale by March 29, 2010.

Newnan, Georgia-based Fourth Quarter Properties 118, LLC, dba The
Rim, operates a real estate business.  The Company filed for
Chapter 11 bankruptcy protection on November 2, 2009 (Bankr. N.D.
Ga. Case No. 09-13960).  James P. Smith, Esq., at Stone & Baxter,
LLP, assists the Company in its restructuring efforts.  The
Company listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.  According to the
schedules, the Company has total assets of $34,245 and total
liabilities of $118,761,086.


FREDDIE MAC: Conservator Re-Elects Directors; Alexander to Leave
----------------------------------------------------------------
The Federal Housing Finance Agency, as conservator of Freddie Mac,
executed a written consent re-electing each of the then-current
directors -- other than Barbara T. Alexander -- as members of
Freddie Mac's Board of Directors effective as of the adjournment
of the meeting of Freddie Mac's Board of Directors on March 19,
2010.

Ms. Alexander had notified FHFA that she would not stand for re-
election to the Board at the expiration of her then-current term.

The individuals elected by the Conservator for another term as
Directors:

   * Linda B. Bammann
   * Carolyn H. Byrd
   * Robert R. Glauber
   * Charles E. Haldeman, Jr.
   * Laurence E. Hirsch
   * John A. Koskinen
   * Christopher S. Lynch
   * Nicolas P. Retsinas
   * Eugene B. Shanks, Jr.
   * Anthony A. Williams

Ms. Alexander's term, and her service on the Board, ended as of
the adjournment of the meeting of the Board on March 19, 2010,
when the written consent became effective.  The terms of the
Directors elected under the March 15, 2010 consent will continue
until the date of the next annual meeting of stockholders or the
Conservator next elects Directors of Freddie by written consent,
whichever occurs first.

                        About Freddie Mac

Based in McLean, Virginia, Freddie Mac (NYSE: FRE)
-- http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  The Company's
participation in the secondary mortgage market includes providing
its credit guarantee for residential mortgages originated by
mortgage lenders and investing in mortgage loans and mortgage-
related securities.  The Company earns management and guarantee
fees for providing its guarantee and performing management
activities (such as ongoing trustee services, administration of
pass-through amounts, paying agent services, tax reporting and
other required services) with respect to issued PCs and Structured
Securities.

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $841.,784 billion, total liabilities of
$837.412 billion, and total equity of $4.372 billion.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and FHFA to continue operating its
business.  The Company received $6.1 billion and $30.8 billion in
June 2009 and March 2009, respectively, pursuant to draw requests
that FHFA submitted to Treasury on the Company's behalf to address
the deficits in the Company's net worth as of March 31, 2009, and
December 31, 2008, respectively.  As a result of funding of the
draw requests, the aggregate liquidation preference on the senior
preferred stock owned by Treasury increased from $14.8 billion as
of December 31, 2008, to $51.7 billion on December 31, 2009.


FRONTIER COMMUNICATIONS: Verizon Unit to Offer Senior Notes
-----------------------------------------------------------
Frontier Communications disclose that Communications Holdings
Inc., a subsidiary of Verizon Communications Inc. formed for the
purposes of holding defined assets and liabilities of the local
exchange business and related landline activities of Verizon in 14
states, intends to offer, subject to market and other conditions,
Senior Notes due 2017 and Senior Notes due 2020 in a private
placement that is exempt from the registration requirements of the
Securities Act of 1933, as amended.

The gross proceeds of the offering will be deposited into an
escrow account.  Spinco intends to use the net proceeds from the
offering to fund a portion of a special cash payment by Spinco to
Verizon, in connection with the spin-off of Spinco to Verizon's
shareholders and the subsequent merger of Spinco with and into
Frontier.

                     About Frontier Communications

Frontier Communications Corporation, headquartered in Stamford,
Connecticut, is the fifth largest wireline telecommunications
company in the U.S., serving more than 7 million access lines in
primarily rural areas and small- and medium-sized cities.

                           *     *     *

Fitch Ratings has maintained Frontier's Issuer Default Rating at
'BB', on Positive Watch.  Standard & Poor's Ratings Services also
retained Frontier's corporate credit rating at 'BB/Stable/--'
despite the upsizing of the Company's 8.125% senior notes due 2018
from $450 million to $600 million at the end of September 2009.


GANNETT CO: S&P Changes Outlook to Stable, Affirms 'BB' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Gannett Co. Inc. to stable from negative and affirmed
all ratings, including the 'BB' corporate credit rating.

"The outlook revision to stable," said Standard & Poor's credit
analyst Emil Courtney, "reflects S&P's belief that the company's
publishing ad revenue decline is moderating enough that, when
combined with cost-saving initiatives and aggressive levels of
debt repayment in 2009 and in the March 2010 quarter (exceeding
$1 billion during the period), these will likely enable Gannett to
improve credit measures over the intermediate term." As a result,
S&P believes the risk is now limited that Gannett would have
difficulty refinancing large maturities in 2011 and 2012 totaling
just over $2.1 billion (at March 2010), absent another disruption
to credit markets.  Consequently, the rating is unlikely to go
lower over the intermediate term.


GENCORP INC: Amends $280 Million Senior Credit Facility
-------------------------------------------------------
GenCorp Inc. executed an amendment to its $280.0 million senior
credit facility.  The amendment, among other things:

   * permits the Company to repurchase or refinance its
     outstanding convertible subordinated notes and senior
     subordinated notes, subject to certain conditions;

   * permits the Company to incur additional senior unsecured or
     subordinated indebtedness, subject to specified limits and
     other conditions;

   * provides more flexible terms surrounding the leverage ratio
     compliance; and

   * permits the Company to conduct a rescission offer, using
     stock and cash up to $15.0 million, with respect to certain
     units issued under the GenCorp Retirement Savings Plan.

The amendment reduces the revolving credit facility capacity
from $80.0 million to $65.0 million and the letter of credit
subfacility capacity from $125.0 million to $100.0 million.  In
addition, the interest rate on LIBOR rate borrowings is LIBOR plus
325 basis points, an increase of 100 basis points, and the letter
of credit subfacility commitment fee has been similarly amended.

On March 18, 2010, the Company also entered into an agreement with
certain holders to repurchase $22.5 million principal amount of
its 9.5% senior subordinated notes at 102% of par, plus accrued
and unpaid interest, and $14.3 million principal amount of its
2.25% convertible subordinated debentures at 93% of par, plus
accrued and unpaid interest.  The Company anticipates that it will
retire the repurchased securities.  The Company repurchased the
debt using a portion of the net proceeds of its 4.0625%
convertible subordinated debentures issued in December 2009.

Scott J. Seymour, GenCorp Inc. President and CEO and President,
Aerojet, said, "We are pleased with the successful closing of this
amendment which provides the Company with more flexibility to
manage its capital structure and operations."

                           About GenCorp

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

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

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

                           *     *     *

Standard & Poor's Ratings Services said late January 2010 it
raised its ratings on GenCorp Inc. by one notch to 'B-'.  Outlook
is stable.


GRAHAM PACKAGING: Pays Term Loans From Proceeds of Shares Sale
--------------------------------------------------------------
David W. Bullock, Chief Financial Officer of Graham Packaging
Company Inc., disclosed that on March 11, 2010, the underwriters
of the Company's initial public offering partially exercised their
option to purchase additional shares of the Company's common
stock, par value $0.01 from the Company and purchased 1,565,600
additional shares at the initial public offering price of $10.00
per share.  The Option Purchase closed on March 16, 2010.

On March 16, 2010, Graham Packaging purchased 1,565,600 newly
issued limited partnership units from its subsidiary, Graham
Packaging Holdings Company, for an aggregate amount of
$14.7 million, in connection with the Option Purchase.  No
underwriters were involved in the sale of securities.  The sale
was exempt from the registration requirements of the Act under
Section 4(2) of the Securities Act of 1933, as amended.

The Company received net proceeds of $14.7 million (after
underwriting discount and before expenses) and contributed the Net
Proceeds to its subsidiary, Holdings, in exchange for 1,565,600
newly-issued limited partnership units of Holdings.  Holdings
contributed the Net Proceeds to its subsidiary, Graham Packaging
Company, L.P., as Operating Company, which used the Net Proceeds
and cash on hand to repay a portion of Term Loan B and Term Loan C
under the Credit Agreement, dated as of October 7, 2004, among
Holdings, the Operating Company, GPC Capital Corp. I, the lenders
from time to time party thereto and Deutsche Bank AG Cayman
Islands Branch, as administrative agent, as amended, modified or
supplemented to.

An aggregate of $14.9 million of the Term Loans was repaid, of
which $2.6 million was allocated to repay principal and accrued
interest on Term Loan B and $12.3 million was allocated to repay
principal and accrued interest on Term Loan C.

Graham Packaging earlier this month filed its annual report on
Form 10-K for the fiscal year ended December 31, 2009.  Graham
Packaging report net income of $21.084 million for 2009 from a net
loss of $57.277 million for 2008 and a net loss of
$206.052 million for 2007.

At December 31, 2009, the Company had total assets of
$1.984 billion against total current liabilities of
$428.018 million; long-term debt of $2.336 billion; deferred
income taxes of $17.646 million; other non-current liabilities of
$99.854 million; resulting in partners' deficit of
$897.285 million.

A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?5be5

                     About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.


HOTELS UNION: Files for Bankruptcy to Avert DekaBank Foreclosure
----------------------------------------------------------------
Hotels Union Square Mezz 1 LLC filed for Chapter 11 bankruptcy in
the U.S. Bankruptcy Court for the District of Delaware to block a
foreclosure auction by its mezzanine lender.

According to reporting by Reuters, Hotels Union owns the W New
York Union Square hotel, located on Park Avenue South.  The W in
Union Square has been hit by the recession.

According to Reuters, Hotels Union, an entity controlled by an
affiliate of Lubert-Adler Real Estate Funds known as LEM, said in
the filing that it owes its creditors between $100 million and
$501 million.

The Dubai World unit that purchased the hotel paid $285 million
for it in 2006.

Reuters relates that LEM, a lender on the property, foreclosed on
the hotel in December after the Dubai World unit missed making
mortgage payments.  But then DekaBank Deutsche Girozentrale
announced it was going to foreclose on the property because LEM
had failed to pay on its loans.  As an unsecured creditor,
DekaBank is owed $60 million according to the filing.

Efforts to restructure the remaining mezzanine-level debt have
"not yet been completed successfully," Rick Matthews, an LEM
spokesman, said in an e-mailed statement to Bloomberg News.  He
said the bankruptcy filing "was intended to provide additional
time to complete that process, and emerge with a healthy balance
sheet that allows the hotel to continue to thrive in a competitive
marketplace."


INDIANAPOLIS DOWNS: Moody's Cuts Corporate Family Rating to 'Caa3'
------------------------------------------------------------------
Moody's Investors Service downgraded Indianapolis Downs, LLC's
Corporate Family Rating and Probability of Default Rating to Caa3
from Caa2.  Moody's also downgraded the company's senior secured
first lien facilities to B2 from B1 and its second lien notes to
Caa3 from Caa2.  The rating outlook is negative.

The Caa3 Corporate Family Rating and negative outlook reflect
Moody's view that Indianapolis Downs' capital structure is not
sustainable in its current form and that some form of
restructuring appears likely.  Debt/EBITDA is extremely high at
over 10 times and Moody's does not expect that the company's
internal cash flow and cash balances will be sufficient to cover
its interest expense in 2010.  Additionally, the company's
$25 million revolver is fully drawn.  Indianapolis Downs' weak
financial condition is due primarily to the slower than expected
ramp up of its permanent facility which opened in March 2009.

Ratings downgraded and LGD assessments revised:

* Corporate Family Rating to Caa3 from Caa2

* Probability of Default Rating to Caa3 from Caa2

* Senior secured first lien revolver to B2 (LGD 1, 5%) from B1
  (LGD 1, 6%)

* Senior secured first lien term loan to B2 (LGD 1, 5%) from B1
  (LGD 1, 6%)

* Senior secured second lien notes to Caa3 (LGD 4, 54%) from Caa2
  (LGD 4, 56%)

* Senior secured third lien notes to Ca (LGD 6, 93%) from Ca (LGD
  6, 94%)

Moody's last rating action for Indianapolis Downs was on March 5,
2009, when the company's Corporate Family Rating and Probability
of Default Rating were downgraded to Caa2 from Caa1.

Indianapolis Downs, LLC, owns and operates Indiana Downs, a 180-
acre pari-mutuel horse racing facility located about 25 miles
southeast of Indianapolis, Indiana in Shelbyville, Indiana.


INNATECH LLC: Liquidity Constraints Prompt Bankruptcy Filing
------------------------------------------------------------
netDockets reports that Innatech LLC has filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
Eastern District of Michigan.

netDockets says Innatech blamed its bankruptcy filing on liquidity
constraints caused by the state of the domestic automotive
industry and the company's "investment in and development of
unique injection molding processes."  netDockets, citing papers
filed in court, says Innatech's financial difficulties resulted in
a default under its credit agreement and the company's lender,
Bridge Healthcare Finance, LLC, terminated the credit agreement on
February 28, 2010.  Innatech reports that Bridge stopped funding
all obligations of the company other than payroll upon the
termination of the credit agreement.  Prior to its termination,
the credit agreement provided for an $8 million revolving loan and
a $5.5 million term loan to Innatech.  As of the bankruptcy
filing, the outstanding balances under the revolving and term
loans were $3.56 million and $2.95 million, respectively.

Innatech is represented by Clark Hill PLC and Amherst Partners,
LLC, netDockets says.

Headquartered in Rochester, Michigan, Innatech LLC manufactures
and designs "highly-engineered injection molded components and
assemblies."  Innatech's are sold to Tier I and Tier II automotive
suppliers and to customers in the packaging, office furniture,
appliances, household goods, toys, and personal care markets.
Innatech employs almost 150 people at three facilities located in
Michigan, Indiana and Ohio.


JAPAN AIRLINES: Has Stipulation on Stay of Anti-Trust Suits
-----------------------------------------------------------
Between 2006 and 2008, various plaintiffs commenced certain
antitrust class actions against Japan Airlines Corp. and its
debtor affiliates and certain other defendants, which actions
collectively have been transferred by the United States Judicial
Panel on Multidistrict Litigation to courts in the Eastern
District of New York and Northern District of California and
currently are titled on their JPML dockets as: (a) In re Air Cargo
Shipping Services Antitrust Litig., Case No. 06-MD-1775 (JG) (VVP)
(E.D.N.Y. June 20, 2006); (b) In re Transpacific Passenger Air
Transportation Antitrust Litig., Case No. M:08-cv-01913-CRB (N.D.
Cal. Feb. 19, 2008); (c) In re Air Cargo Shipping Services
Antitrust Litigation, Case No. 1:06-md-01777 (E.D.N.Y.); and (d)
In re Transpacific Passenger Air Transportation Antitrust
Litigation, Case No. 07-cv-05634 (N.D. Cal.).

The order recognizing the Debtors' Japan Proceeding as a foreign
main proceeding pursuant to Chapter 15 of the Bankruptcy Code (a)
applies the automatic stay of Section 362 of the Bankruptcy Code
with respect to the Debtors and the property of the Debtors in the
territorial jurisdiction of the United States; and (b) enjoins all
persons and entities from commencing or continuing any judicial,
administrative or any other action or proceeding involving or
against the Debtors or their assets or proceeds thereof that are
located in the United States.

Certain of the Debtors' co-defendants in the Multidistrict
Litigation have filed pleadings or stated on the record in one or
more of the Antitrust Actions that the Recognition Order enjoins
the Plaintiffs from continuing the Antitrust Actions against the
Debtors and the Co-Defendants.

Accordingly, Eiji Katayama, Esq., the foreign representative of
the Debtors, and the Plaintiffs entered into a stipulation to
clarify the scope of the stay and injunction with respect to the
Antitrust Actions to permit the Plaintiffs to continue to
prosecute the Antitrust Actions against the Co-Defendants, but not
against the Debtors in any respect, and agree to all other terms
and provisions contained in the Stipulation.

The Parties acknowledge and agree that the stay and injunction
provided in the Recognition Order enjoin all persons and entities
from commencing or continuing, including the issuance or
employment of process of, any judicial, administrative or any
other action or proceeding against the Debtors or their assets or
proceeds thereof that are located in the United States, or to
recover a claim or enforce any judicial, quasi-judicial,
regulatory, administrative or other judgment, assessment, order,
lien or arbitration award solely against the Debtors or their
assets or proceeds thereof that are located in the United States.

Moreover, the Parties acknowledge and agree that the stay and
injunction do not prohibit the Plaintiffs from commencing or
continuing, including the issuance or employment of process of,
any judicial, administrative or any other action or proceeding
against any Co-Defendant or any Co-Defendant's assets or proceeds
thereof and to recover a claim or enforce any judicial,
quasijudicial, regulatory, administrative or other judgment,
assessment, order, lien or arbitration award against any Co-
Defendant or any Co-Defendant's assets or proceeds thereof;
provided that with respect to any actions or proceedings involving
the Debtors, no actions of any kind may be taken against the
Debtors or their assets or proceeds thereof, in any respect.

Accordingly, the Parties ask the Court to approve the Stipulation.

The Court will consider the Stipulation on March 30, 2010 at 10:00
(Eastern Time).

                           Objections

(a) Cargo Antitrust Litigation Defendants

The defendants in the Cargo Antitrust Litigation assert that the
language in the February 17 Injunction Order is clear.  Indeed,
the Defendants argue, relying on the Court's stay of all
proceedings "involving or against" Japan Airlines, the Court of
Appeals for the Second Circuit stayed the indirect purchasers'
appeal in the Cargo Antitrust Litigation as to all parties.

Counsel for one of the defendants, Cathay Pacific Airways, Ltd.,
David H. Bamberger, Esq., at DLA Piper LLP (US), in Washington,
D.C., says the order required appellants to inform the Court of
Appeals, in writing, as to the status of the bankruptcy stay.  No
further action has occurred in the appeal, suggesting that all
parties understood the Court of Appeals' order applies to all
parties, not just Japan Airlines, he notes.

Mr. Bamberger relates that counsel for the cargo plaintiffs was
present at the January 19, 2010 hearing, where counsel for the
passenger plaintiffs told the Court that the "involving or
against" language would stay the Passenger antitrust lawsuit in
its entirety.

The same analysis applies to the Cargo Antitrust Litigation, Mr.
Bamberger avers.  Despite the Court's instruction to plaintiffs
that, if they wished to object to the scope of the Injunction,
they do so at the January 28 hearing, plaintiffs chose not to do
so, he asserts.  Thus, plaintiffs in the Cargo Antitrust
Litigation can claim no error of fact or law or manifest injustice
that would allow for reconsideration of the language of the
Injunction, Mr. Bamberger argues.

Accordingly, the Defendants ask the Court to reject plaintiffs'
and JAL's Stipulation and Agreed Order, and leave the February 17
stay in place.

(b) Passenger Antitrust Litigation Defendants

Counsel for one of the defendants in the Passenger Air
Transportation Antitrust Litigation, Singapore Airlines Ltd.,
William R. Sherman, Esq., at Latham & Watkins, LLP, in Washington,
D.C., says that the February 17 injunction is clear on its face,
plaintiffs themselves told the Court that they knew the words
"involving or against" would stay the consolidated multidistrict
antitrust lawsuit in its entirety, and Japan Airlines thereafter
requested that the Court enter that same language as a preliminary
injunction and a permanent injunction.

Thus, plaintiffs and JAL are not seeking a "clarification," but
rather an untimely and unjustified reconsideration and
modification of the Injunction.

Mr. Sherman relates that in a mysterious union of opposing
interests, plaintiffs and Japan Airlines ask the Court to allow
the Passenger Antitrust Litigation to proceed while, at the same,
requesting that the Court continue to enjoin all parties from
employing judicial process against Japan Airlines.  That
modification would, if adopted, deprive defendants in the
Passenger Antitrust Litigation from obtaining crucial evidence
from Japan Airlines, Mr. Sherman avers.

According to Mr. Sherman, plaintiffs have obtained information
from Japan Airlines, which they have used to construct their
Consolidated Amended Complaint.  Indeed, the CAC pegs JAL as the
central figure in the alleged conspiracy.

Mr. Sherman says that were the Court to modify the stay as
plaintiffs and Japan Airlines desire, the defendants would be
forced to litigate the antitrust case without access to the
evidence on which plaintiffs have concededly based their claims,
and without access to discovery from Japan Airlines that could
undermine the inferences plaintiffs seek to draw from Japan
Airlines documents they have selectively relied upon.

To avoid that unjust outcome, Mr. Sherman argues that the Court
should reject the modifications contained in the Stipulation, and
should leave the existing injunction in place.

In a letter addressed to the Court on March 17, 2010, All Nippon
Airways, Ltd., and Continental Airlines, Inc., relates that they
are also defendants in the Passenger Antitrust Litigation.

ANA and Continental said they participated in the drafting of the
Objection, but their names were accidentally omitted from the
Objection.  Accordingly, ANA and Continental informed the Court
that they join in the Objections.

                       About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JAPAN AIRLINES: Aims to Return to Profitability by Autumn
---------------------------------------------------------
Kazuo Inamori, chairman of Japan Airlines Corp., said he aims to
return the carrier to profitability on a monthly basis by the
autumn, as he lashed out at the firm's corporate management.

In a joint press conference in Tokyo held on March 17, 2010,
Mr. Inamori labeled the airline's managers as unfit "to run a
greengrocery," adding that the former state-run carrier had become
gloomier since taking his post but pledged to "work to achieve
recovery at any cost."

"I'm fully confident that we can make the international operation
profitable.  If we can't, there won't be any reason for JAL's
existence . . . Maintaining international routes, we will achieve
revival," The Straits Times quoted Mr. Inamori as saying.

Mr. Inamori was nominated by the government to replace Haruka
Nishimatsu, who stepped down as head of the ailing airline on
January 20.

Mr. Inamori also mentioned that JAL will likely forgo hiring of
new employees for spring 2011 as it undergoes rehabilitation,
Japan Today said.  Mr. Inamori also emphasized that the carrier
will turn itself around while keeping its international routes,
even though they have been seen as a drag on its loss-making
operations, the report added.

JAL's president and chief operating officer Masaru Onishi said the
company may discard its cargo flights as part of the
restructuring, but would continue its cargo business by shipping
goods on passenger planes.

                       About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JAPAN AIRLINES: Offers Early Retirement to Pilots
-------------------------------------------------
Japan Airlines Corp. offered an early retirement program for
pilots as part of its downsizing plans for rehabilitation under
court protection from creditors, The Japan Times reported.

According to the news, in the first early retirement program for
pilots since its integration with Japan Air System Co. in 2002,
JAL will accept voluntary retirement applications from pilots aged
35 and over from March 18 through April 16, 2010.

JAL is attempting to sell 49 aging planes to major trading houses
and overseas leasing companies, reports said.  JAL must deal with
an excess of pilots given the likelihood that it will stop
operating midsize McDonnell Douglas MD-90 and other jets,
AsiaPulse News says.

Japan Airlines Corp. also said it will start soliciting early-
retirement applications on March 18, 2010 from rank-and-file
employees and midlevel managers aged 35 and older at its key
flight-services arm, Japan Airlines International Co.

The Japan Times said the move is part of JAL's program to
eventually eliminate 15,700 jobs, or about 30% of its group
workforce, by the business year through March 2013 as it aims to
turn itself around under a government-supervised rehabilitation
process.

The Japan Times adds that JAL will solicit 2,700 applications from
employees at its group firms, including 1,700 at Japan Airlines
International, on March 1.

JAL officials said the airline expects to reduce its personnel
expenses by JPY18 billion in fiscal 2010, which begins April 1,
the report reveals.

          Early Retirement Could Change Air Transport
                      Industry Landscape

The early retirement of a substantial number of Japan Airlines'
pilots could change the landscape of the air transport industry in
Japan, according to the Center for Asia Pacific Aviation.

According to the report, Japanese cockpit crew has always been in
short supply and many carriers have had to hire non-Japanese crew
on contracts.

The report relates that training pilots to commercial airline
standards is costly and takes time.  A ready supply of qualified
crew -- holding licenses issued by the Japan Civil Aviation Bureau
-- is a chance that some airlines, and would-be airlines, in Japan
will not want to miss.

However, the Center for Asia Pacific Aviation says, many of JAL's
senior pilots have sole experience on the previously prestigious
B747, as JAL has a direct career path to first officer on the four
engine B747s.  The carrier still has 37 Boeing B747-400s in
service, but has said it will retire all of these within the next
two years.

The report says this will make the restructuring interesting, to
estimate which of the more readily adaptable JAL Group cockpit
crew with B737, B767 and B777 twin engine experience will feel it
better to take the voluntary package.

Some JAL competitors are thought to be making plans to approach
JAL crew members who may take the early retirement program.

The Center for Asia Pacific Aviation avers that this sort of
opportunity with a scarce resource as experienced pilots does not
come often in Japan and, as JAL is forced to cut back on costs,
the timing for new entry or expansion is ideal.

                       About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JTT PROPERTIES: Files for Chapter 11 Bankruptcy in Vermont
----------------------------------------------------------
Bruce Edwards, staff writer at Times Argus, reports that James
Theodore and his company JTT Properties filed for Chapter 11 in
the U.S. Bankruptcy Court in Rutland, Vermont listing assets of
$3,451,212 and debts of $4,164,794 owed to Fannie Mae.

Mr. Edward relates that Mr. Theodore listed personal assets of
$89,826 in savings account, 56,507 in a retirement account, a 2004
Porsche SUV valued at $30,405 and a 1998 Ford Taurus wagon valued
at $1,960.

According to the report, the bankruptcy filing lists more than a
dozen properties owned by Mr. Theodore including: 15 and 33
Woodstock Ave., 38 Cottage St., 18 and 20 Church St., 78-82
Strongs Ave., 129 Curtis Ave., 90 Barnes St., 60 Elm St., 49
Williams St. and 45-45 1/2 Pleasant St., and the Mill River
Apartments in Clarendon. A property in Manchester, N.H., is also
listed.  The properties are valued at $2.5 million.

JTT Properties said in its Web sites that it provides affordable
housing in the Vermont and New Hampshire Region.  Its owner James
T. Theodore started in the construction business in 1976 working
for landlords renovating and maintaining apartments in the
Manchester NH area.


LEAR CORP: S&P Assigns 'BB-' Rating on $700 Mil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it is assigning a 'BB-'
issue-level rating and '1' recovery rating to auto supplier Lear
Corp.'s proposed $700 million senior unsecured notes, to be
offered in two tranches maturing in 2018 and 2020.  At the same
time, S&P affirmed its 'B' corporate credit rating and other
ratings on the company.  The outlook is positive.

S&P revised Lear's outlook to positive from stable on Feb. 17,
2010, partly reflecting the gradual improvement in industrywide
auto production in the U.S. and Europe.  S&P believes the proposed
refinancing supports S&P's outlook change by leading to slightly
lower leverage and an improved debt maturity profile.  Beyond
these benefits, factors S&P continues to monitor include how the
company's strategic and financial policies evolve under the new
board's direction, including possible future uses of some of the
company's substantial cash balances.

"S&P believes Lear's credit profile could support a higher
corporate credit rating if the improved outlook for light-vehicle
production in North America and Europe proves sustainable," said
Standard & Poor's credit analyst Lawrence Orlowski.  "S&P assume
that Lear's global sales for 2010 will reach at least
$10.2 billion, and because of lower fixed costs caused by
operational restructuring, S&P expects margins to improve over
those in 2009," he continued.  Consequently, S&P believes leverage
could decline significantly in 2010 if global light-vehicle sales
stay in line with or exceed S&P's expectations.

Lear is a leading, global Tier 1 automotive supplier and had sales
of $9.7 billion in 2009.

The company should benefit, in S&P's view, from higher operating
profitability because of various restructuring actions, such as
transferring manufacturing capacity to lower-cost regions,
reducing manufacturing capacity, and eliminating administrative
overhead.  S&P assumes the company will generate positive free
operating cash flow in 2010 and 2011.  However, if auto production
drops suddenly, Lear could begin using cash again.  S&P expects
cash balances to decline somewhat, depending on the amount of
secured debt paydown and net proceeds raised from the issuance of
senior unsecured notes.  But S&P still expects the resulting
amount to provide a sufficient cushion to cover operating cash
needs.  Intra-quarter working capital peaks should be about
$400 million as auto production increases.

S&P considers Michigan-based Lear's business risk profile to be
weak, largely because of volatile auto production, high fixed
costs, fierce competition, and severe pricing pressures that
characterize the global auto supplier industry.  Furthermore, Lear
has significant exposure -- 36% based on 2009 sales -- to General
Motors Co. (unrated) and Ford Motor Co. (B-/Stable/--).

The outlook is positive.  Besides the factors listed above that
S&P will continue to monitor, S&P also expect to monitor the
company's progress in improving adjusted segment margins toward
its stated goal of approximately 7%, from 6.1% in its seating
segment and 2.5% in its electrical power management segment in the
fourth quarter of 2009.

S&P could raise the rating if the company shows significant
improvement toward reaching its goal of 7% adjusted segment
margins and if the company demonstrates a consistent pattern of
generating free operating cash flow.

On the other hand, S&P could revise the outlook back to stable if
global vehicle demand declines again and prevents the company from
expanding its adjusted segment margins.  For example, this could
occur if revenue and gross margins stayed flat with those in 2009.


LEVEL 3 COMMS: 10% Senior Notes Has Unsec., Subordinated Guarantee
------------------------------------------------------------------
On March 19, 2010, Level 3 Financing, Inc., a wholly owned
subsidiary of Level 3 Communications, Inc., entered into a
Supplemental Indenture, dated as of March 19, 2010, to the
Indenture, dated as of January 20, 2010, among Level 3
Communications, Inc., as Guarantor, Level 3 Financing, as Issuer,
and The Bank of New York Mellon, as Trustee, relating to Level 3
Financing's 10% Senior Notes due 2018.  The Guarantee Supplemental
Indenture was entered into among Level 3 Financing, Level 3
Communications, LLC, a wholly owned subsidiary of Level 3
Communications, Inc., and The Bank of New York Mellon, as Trustee.
Pursuant to the Guarantee Supplemental Indenture, Level 3 LLC has
provided an unconditional, unsecured guaranty of the Notes.

On March 19, 2010, Level 3 Financing entered into an additional
Supplemental Indenture dated as of March 19, 2010, to the
Indenture.  The Subordination Supplemental Indenture was entered
into among Level 3 Financing, Level 3 Communications, Inc., Level
3 LLC and The Bank of New York Mellon, as Trustee.  Pursuant to
the Subordination Supplemental Indenture, the unconditional,
unsecured guaranty of Level 3 LLC of the Notes will be
subordinated in any bankruptcy, liquidation or winding up
proceeding of Level 3 LLC to all obligations of Level 3 LLC under
the Level 3 Financing Amended and Restated Credit Agreement dated
as of March 13, 2007.

In early 2010, Level 3 Financing, Inc., issued US$640 million
aggregate principal amount of 10% Senior Notes due 2018 in a
private offering.  In conjunction with a concurrent tender offer
and consent solicitation, the proceeds from this issuance were
used to repurchase US$547 million of aggregate principal amount of
its 12.25% Senior Notes due 2013.  The remaining US$3 million of
aggregate principal amount of the 12.25% Senior Notes due 2013 are
expected to be redeemed in the first quarter of 2010.

A copy of the Guarantee Supplemental Indenture is available for
free at http://researcharchives.com/t/s?5be6

A copy of the Subordination Supplemental Indenture is available
for free at http://researcharchives.com/t/s?5be7

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 has total assets of $9.062 billion against total debts of
$8.571 billion as of Dec. 31, 2009.

Level 3 carries a 'Caa1' corporate family rating, and 'Caa2'
probability of default rating, with negative outlook from Moody's,
a 'B-' issuer default rating from Fitch, and 'B-' long term issuer
credit ratings from Standard & Poor's.


LINN ENERGY: Moody's Changes Outlook to Positive; Puts 'B3' Rating
------------------------------------------------------------------
Moody's Investors Service changed the outlook for Linn Energy, LLC
to positive from stable.  Moody's also assigned a B3 (LGD 5; 81%)
rating to Linn's proposed $500 million senior unsecured notes and
affirmed its existing B1 Corporate Family Rating, B1 Probability
of Default Rating, the existing B3 (though LGD is changing from
LGD 6 to LGD 5 and the point estimate is changing from 91% to 81%)
senior unsecured note ratings.  Moody's also affirmed Linn's SGL-3
Speculative Grade Liquidity Rating.

Note proceeds from the offering will be used to repay borrowings
under its senior secured credit facility.  Under Moody's Loss
Given Default methodology, the rating for the new and existing
senior notes remains two notches lower than the B1 CFR.  Despite
more than doubling the amount of senior unsecured notes in the
capital structure, the company's expected $1.5 billion borrowing
base revolver, will still be nearly 60% of the capital structure
as determined under the LGD methodology, pro-forma for the
$500 million notes offering.  This results in the notes still
being double-notched from the CFR.

"The positive outlook reflects the company's steady growth both in
terms of reserves and production, maintaining a reasonable
leverage profile and competitive cost structure" said Ken Austin,
Moody's Senior Credit Officer.  "While still not completely in-
line with the higher rated E&P peer group, Linn is on pace to
strengthen its profile and make it firmly compatible with the Ba3
peer group over the next 12 to 18 months."

The positive outlook also considers the company's use of equity to
fund its larger acquisitions.  In order to help fund its
$330 million acquisition of Antrim Shale properties, Linn is
expected to issue at least $310 million if equity.  When combined
with the approximately $181 million of equity that was issued to
fund a $150 million of Permian assets in January, Linn's most
recent acquisitions will have been fully equity funded on a
combined basis.  Although Moody's do not expect the company to
necessarily use this high level of equity for all future
acquisitions, Linn has indicated that it expects to use at least
60% of equity for large acquisitions, which should help keep
leverage on PD reserves within existing ranges as it continues to
acquire assets.

The affirmation of the B1 CFR reflects the company's overall
sizeable and durable asset base that compares favorably to
similarly rated E&P companies.  While Linn's LLC structure
prevents more rapid improvement in its credit profile, the company
has built an asset base that possesses a durable productive base
that is not hostage to steep decline curves and is not as capital
intensive as some of the shale plays.  In addition, the company's
aggressive hedging program and exposure to oil and liquids
production is likely to result in better than average margins over
the near-term, providing further support for cash flows.

The B1 CFR is tempered by the company's LLC corporate structure
which has the burden of not only sustaining, but also growing its
regular cash distributions to unit holders.  Given the need to
distribute most of its cash flow competes with the high level of
reinvestment needs inherent in the E&P business, there is a
reliance on acquisitions to supplement organic growth, making
event risk elevated.  Although the company has proven that it will
issue equity to help fund acquisitions, debt levels are expected
to continue to rise as the company pursues additional
acquisitions.

The B1 CFR also considers the company's still relatively high
leverage on production.  Pro forma for the two acquisitions this
year, debt/average daily production is approximately $43,770/boe,
which ranks among the highest in the per group.  While pro forma
debt/proven developed reserves of approximately $7.58/boe pro-
forma is considered a bit high, it is in-line with B1 average and
actually a bit lower than Linn's year-end 2008 levels.  Moody's
expects that leverage on the production will likely remain on the
higher end for the rating as the LLC model does not lend itself to
much debt reduction.  However, Linn's efforts to grow its Granite
Wash production are successful, leverage on production could
improve materially within the next 12 to 18 months.  Further, if
the company maintains its intended strategy of funding all
acquisitions with 60% equity, leverage on the PD reserve base is
also likely to see improvement.

The SGL-3 Speculative Grade Liquidity rating reflects the
significant availability Linn will have under its senior secured
revolving credit facility.  Although Linn is renewing its senior
secured revolving credit facility at $250 million lower than the
existing borrowing base credit facility (going to $1.5 billion
from $1.75 billion), pro forma for the notes offering and Michigan
asset acquisition, Linn will have over $600 million of
availability.  This availability, along with expected cash flows
should be more than sufficient to cover planned capital spending
needs, interest expense, and working capital requirements over the
next twelve months.  Moody's also expects that will Linn will have
sufficient room under the credit facility's maintenance covenants
that will ensure accessibility over the next twelve months.

Moody's last rating action for Linn Energy, LLC was on May 12,
2009, when Moody's affirmed the B1 CFR following the issuance of
new notes.

Linn Energy is a Houston, TX based independent energy company
engaged in the development, production, acquisition, and
exploitation of long life crude oil and natural gas properties in
the United States.  The company's reserves and production are
located in California, Permian, and Mid- Continent regions.


LIONS GATE: CEO Failed Shareholders, Says Carl Icahn
----------------------------------------------------
Carl C. Icahn issued an open letter to Jon Feltheimer, the Co-
Chairman and Chief Executive Officer of Lions Gate Entertainment
Corp., in response to Lions Gate's announcement that its board of
directors had rejected the Icahn Group's previously announced
offer to purchase UP TO ALL of Lions Gate's outstanding common
shares for $6.00 in cash per share:

   CARL C. ICAHN
   767 Fifth Avenue, 47th Floor
   New York, New York 10153
   March 24, 2010

   Lions Gate Entertainment Corp.
   2700 Colorado Avenue, Suite 200
   Santa Monica, California 90404

   Attention: Jon Feltheimer, Co-Chairman and Chief Executive
              Officer

   Dear Jon,

   I found several aspects of your statement yesterday of great
   concern.  To say that you have exhibited a "patient,
   disciplined strategy of building a strong and diversified
   company step by step over the past 10 years" is absurd.  In
   actuality, most of the stock's appreciation during the decade
   was the result of one transaction -- the acquisition of
   Artisan.  In the press release announcing that acquisition,
   Artisan CEO Amir Malin stated, "We enter 2004 with our
   strongest theatrical slate ever."  After the acquisition, Lions
   Gate's stock reached a high of $11.40 on November 10, 2004.
   But when the pipeline acquired from Artisan ran out, for
   several years the stock went nowhere, and then in September of
   2008 it began its precipitous decline to a low of $4.85 on
   February 4, 2010.  I believe the stock would have continued
   declining if I had not acquired 1,236,938 shares between
   February 5, 2010, and February 11, 2010, and then announced a
   tender offer on February 16, 2010.  You claim that I offer no
   "meaningful vision", thereby implying that you have one.  I
   cannot help but wonder why your "vision" -- if so "meaningful"
   -- never translated into shareholder value?

   I believe that one of my strongest traits as an investor is
   that I don't personally claim to be a visionary in regard to
   any particular industry.  I believe in finding strong managers
   and holding them accountable.  If the stock price of a company
   remains stagnant for years, as it has with Lions Gate, then
   clearly something is wrong.  I suggest that your directors have
   failed shareholders.  They have never taken a long hard look at
   this "meaningful vision" you claim to possess and have not been
   willing to hold you accountable for it.  Instead, they have
   rewarded you and the rest of management with bonuses, options
   and golden parachutes while your shareholders have watched
   their stock decline.

   Unfortunately, as is often the case, hand-picked boards let
   self-proclaimed "visionary" CEOs chase their vision
   indefinitely, even when years pass and their vision is clearly
   a delusion.  To make matters worse, I continue to fear (as I
   have previously expressed) that the current board will allow
   you to borrow billions to pursue your new "vision" of library
   consolidation, exhibited by your interest in acquiring MGM and
   Miramax.  This is simply another delusion in my opinion, as
   library values are currently in a secular decline, never to
   return to cash flows seen during the heyday of DVD sales.

   I believe that you are, as you should be, frustrated by the
   five-year stagnation of Lions Gate.  But more importantly, I am
   fearful that you have determined to "swing for the fences"
   using excessive debt and risking the shareholders' equity.  The
   road to bankruptcy is littered with companies whose CEOs --
   under the banner of "vision" -- have been permitted by lax
   board oversight to gamble their companies into oblivion.

   Sincerely yours,

   Carl C. Icahn

                         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.


LIZ CLAIBORNE: S&P Downgrades Corporate Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on New York-based Liz Claiborne Inc. to
'B-' from 'B'.  The outlook is developing.

"The downgrade reflects the continued deterioration in the
company's credit metrics and S&P's expectation that they could
remain weak in the near term," said Standard & Poor's credit
analyst Linda Phelps.  "In addition, underlying economic
conditions and consumer spending remain weak; hence, the company's
progress in improving its business could be slow and uneven." The
company needs to refinance its credit facility which matures next
year.

The ratings on Liz Claiborne reflect its highly leveraged
financial profile; participation in the highly competitive and
inherently cyclical apparel industry; the fashion risk associated
with its product portfolio; sourcing concentration; and the still
challenging economic and retail environment.  Key rating concerns
include execution risk associated with the company's relatively
new business focus on four key brands (Juicy Couture, Lucky
Brands, MEXX, and Kate Spade).  There's increased concern on
company-owned retail operations, especially given the currently
weak retail environment and limited consumer discretionary
spending.  S&P acknowledge the company has been successful at
taking costs out of the business.

Liz Claiborne is one of the larger women's apparel companies in
the U.S., with about $3 billion in revenues for the 12 months
ended Jan. 2, 2010.  In recent years the company has added faster
growing and higher margined contemporary lifestyle brands to its
portfolio, including Juicy Couture, Lucky Brands, MEXX, and Kate
Spade, which are positioned more toward the better and premium
market segments.  The company's brand portfolio also includes
well-recognized names such as Liz Claiborne, Monet, and DKNY.  In
2007, the company embarked on a new strategy with a more branded
focus and as part of its strategic review, sold, exited, and/or
discontinued non-core businesses (including all of its moderate
brands).

The developing outlook reflects S&P's concern that the weak retail
environment will continue to hamper Liz Claiborne.  If the company
is unable to turn around its Mexx's business and operating results
and cash flow metrics remain at current levels, S&P could revise
the outlook to negative.  S&P would consider lowering the rating
if the company is unable to refinance its revolving credit
facility or liquidity becomes constrained.  Alternatively, S&P
could raise the ratings if the company's Mexx business recovers
and it results in increasing profitability and stronger credit
metrics such that EBITDA coverage of interest increases to 2.0x.
For this to occur, EBITDA would have to increase 238% from 2009
levels assuming debt remains unchanged.


MAGNA ENTERTAINMENT: Wins Nod to Send Plan for Voting
-----------------------------------------------------
Magna Entertainment Corp. received approval from the Bankruptcy
Court of the disclosure statement explaining the latest iteration
of its bankruptcy plan.

The Plan will now be sent to creditors for voting.  Magna will
seek court approval of the Plan by April 30.

Magna Entertainment this week amended the Chapter 11 plan it has
jointly proposed with MI Developments Inc. and the Official
Committee of Unsecured Creditors to provide for the transfer of
Maryland Jockey Club to MID.  The original Plan, including the
litigation settlement to be implemented by the Plan, was announced
by MID on January 11, 2010.

Rather than being sold by MEC pursuant to an auction as originally
contemplated, MJC will form part of the assets of MEC that are to
be transferred to MID under the amended Plan.  In return for the
transfer of MJC, MID will pay the secured and unsecured claims of
MJC creditors to the extent allowed or agreed in an estimated
amount of US$23 million to US$25 million.  The amended Plan also
provides that the amount to be paid by MID to the non-MJC
unsecured creditors of MEC pursuant to the Plan will be increased
from US$75 million to US$89 million.

The amended Plan is subject to the confirmation of the Bankruptcy
Court. MID, MEC and the Committee, among others, have entered into
a Support Agreement pursuant to which, among other things, MID and
the Creditors Committee agreed to support the Plan and MEC agreed
to seek confirmation of the Plan by the U.S. Bankruptcy Court on
or prior to April 30, 2010.  The Support Agreement may be
terminated if, among other things, the U.S. Bankruptcy Court
denies confirmation of the Plan.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of December 31, 2008.


MERNA REINSURANCE: S&P Assigns 'BB+' Rating on Senior Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating on the notes exposed to losses from earthquakes, including
fires following, and sprinkler leakage in the covered territory to
be issued by Merna Reinsurance II Ltd.

Merna Re II is a special purpose insurer formed pursuant to the
Bermuda Insurance Act, 1978, as amended, and is owned by a purpose
trust.  The issuer was incorporated under the laws of Bermuda on
Feb. 26, 2010.

Merna Re II will cover losses resulting from earthquakes in
Alabama, Arkansas, Illinois, Indiana, Kentucky, Louisiana,
Michigan, Mississippi, Missouri, Ohio, Tennessee, and Wisconsin.
Merna Re II will cover losses in this territory that result from
earthquakes, regardless of whether the earthquake epicentre occurs
in the covered territory.

State Farm Fire & Casualty Co. is the insurance company ceding the
covered risks to Merna Re II.

                           Ratings List

                         Merna Re II Ltd.

               Senior secured notes             BB+


METRO-GOLDWYN-MAYER: Hedge Funds Unwilling to Sell at Low Price
---------------------------------------------------------------
The Wall Street Journal's Mike Spector and Lauren A. E. Schuker
report that the hedge funds controlling big chunks of Metro-
Goldwyn-Mayer Inc.'s bank debt signaled Wednesday an unwillingness
to sell for a lowball price.

People familiar with the matter have told the Journal that MGM has
received only three bids, all at roughly $1.5 billion or less.
The Journal says those making offers include Time Warner Inc.,
Lions Gate Entertainment Corp. and Len Blavatnik's Access
Industries.  Creditors had been hoping for a figure of around $2
billion.

The Journal relates that over the past few months, several hedge
funds have bought into the studio's bank debt at around 60 cents
on the dollar.  According to the Journal, those investments imply
the studio is worth about $2.4 billion, well above what current
suitors are bidding.

Sources told the Journal at least $1 billion of MGM's bank debt is
now held by a small group of hedge funds.  According to the
sources, about eight to 10 private investment firms now hold
between $300 million and $400 million chunks of MGM's debt.  Those
sources said the largest holders are Anchorage Advisors and
Highland Capital Management.  The sources also said Apollo Global
Management holds a small piece of MGM's debt.

The Journal says many of these hedge funds sit on a steering
committee that is negotiating with MGM and its advisers.  The two
camps met Tuesday to discuss MGM's most recent bids and are set to
convene again next week to continue discussing a standalone plan,
according to the Journal.

The Journal also relates that people familiar with the matter said
MGM has asked its lenders to grant leniency on debt payments until
mid-May 2010 as it continues to work on backup restructuring plans
that would hand control to creditors.  The Journal says the
creditors' willingness to take control of MGM could be their move
to inject more competition into the bidding process and fetch
higher prices for the studio.

The Journal relates that during a conference call Wednesday, some
creditors had hoped to be given a choice between bids for the
company or a separate plan that would give them control. Instead,
they were told MGM continued to work on the separate plan with
other creditors and that the film studio needed yet more time to
get a deal done.

According to the Journal, Patrick H. Daugherty, a partner and head
of private equity at Highland, said in a statement his firm is
evaluating joining the steering committee.  "[W]e are certainly
willing and able to consider a standalone plan that would provide
a full recovery for our investors," Mr. Daugherty, according to
the Journal.

According to the Troubled Company Reporter on March 10, 2010,
people familiar with the matter told The Wall Street Journal that
MGM is readying a backup plan should bids for its assets come in
too low.  Sources told the Journal, MGM creditors are increasingly
willing to assume control over the studio.  The sources said that
under that scenario, MGM would likely pursue a "standalone" plan
in which lenders would convert their debt to equity.

MGM has hired investment bank Moelis & Company and the law firm
Skadden, Arps, Slate, Meagher & Flom.  In August, it hired the
restructuring expert Stephen F. Cooper to help lead the company.

Among the potential bidders for a restructuring-oriented deal are
Qualia Capital, an investment firm with film industry veterans.

MGM is facing a March 31 deadline for its bank debt and an April 8
deadline for a $250 million credit facility.

                     About Metro-Goldwyn-Mayer

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and Distribution Company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  An investor
consortium, comprised of Providence Equity Partners, TPG Capital,
Sony Corporation of America, Comcast Corporation, DLJ Merchant
Banking Partners and Quadrangle Group, owns MGM.


MF GLOBAL: Fitch Puts 'BB+' Stock Ratings on Negative Watch
-----------------------------------------------------------
Fitch Ratings has placed the ratings of MF Global on Rating Watch
Negative to reflect concern following the sudden departure of CEO
Bernard Dan and the replacement of Board Chairman Alison Carnwatch
whose term was scheduled to end in August 2010.  Both roles will
be assumed by Jon S. Corzine effective immediately, who previously
had no managerial role in the company.  To facilitate the
transition, the former CEO and Board Chairman will remain with the
company until May 2010 and August 2010, respectively.  Fitch also
points to less than favorable internal capital generation as a
potential negative driver in the rating.

In order to resolve the Rating Watch Negative, Fitch will
evaluate:

  -- The Company's fiscal fourth quarter 2010 and full year fiscal
     results;

  -- An updated plan to improve profitability metrics allowing for
     internal capital generation, and subsequent steps taken by
     the company to achieve desired results;

  -- MFG's managerial and strategic changes that may occur as a
     result of the appointment the new CEO;

These ratings have been placed on Rating Watch Negative:

MF Global, Ltd

  -- Long-term Issuer Default Rating at 'BBB';
  -- Short-term IDR at 'F2';
  -- Senior debt at 'BBB';
  -- Preferred stock at 'BB+'.

MF Global is a leading futures and options broker with
subsidiaries in major financial hubs.  Main subsidiaries are
registered futures commissions merchants and broker/dealers.  MF
Global is heavily regulated as a member of commodities, futures,
and securities exchanges in the U.S., Europe and the Asia-Pacific
region.


MIDWEST GAMING: S&P Assigns Corporate Credit Rating at 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Des Plaines, Illinois-based Midwest Gaming
Borrower LLC.  The rating outlook is negative.

At the same time, S&P assigned the company's $120 million senior
secured first-lien credit facilities (consisting of a $10 million
revolving credit facility and a $110 million delayed-draw term
loan) S&P's issue-level rating of 'BB-' (two notches higher than
the 'B' corporate credit rating).  S&P also assigned this debt its
recovery rating of '1', indicating its expectation of very high
(90% to 100%) recovery for lenders in the event of a payment
default.

In addition, S&P assigned the company's $175 million senior
secured second-lien notes an issue-level rating of 'B' (at the
same level as the 'B' corporate credit rating) with a recovery
rating of '4', indicating S&P's expectation of average (30% to
50%) recovery for noteholders in the event of a payment default.
The notes will be co-issued by Midwest Gaming Finance Corp., a
subsidiary of Midwest Gaming Borrower.

Proceeds from the proposed debt offerings, along with
approximately $150 million of equity contributed by the equity
sponsors and $10 million of vendor financing, will be used to fund
the construction costs of the Des Plaines Casino in Des Plaines,
Ill., a $125 million license fee, and other transaction expenses.
(The ratings are based on preliminary terms and conditions.)

The 'B' corporate credit rating reflects the risks surrounding
Midwest's ability to ramp up internally generated cash flow in
sufficient time to cover fixed charges given uncertainties
surrounding demand, and difficulties in managing costs typically
observed in the first several months of operation of a new gaming
project.  While an interest reserve account will be funded through
proceeds from the notes offering, S&P is concerned that the
reserve account, which covers only three months of interest post-
opening, does not provide sufficient cushion against a slow ramp-
up of the property.  In addition, the rating reflects the risk of
construction delays and cost overruns (though the company entered
into a guaranteed maximum price contract for approximately 75% of
the hard construction costs, which, along with a $20 million
completion guarantee and a $12.8 million construction contingency,
largely mitigates this risk).  Midwest's lack of diversity, as the
owner and operator of a single casino, also factors into the
rating.


MILES ROAD: Seeks Chapter 11 Protection in Kentucky
---------------------------------------------------
Don Jeffrey at Bloomberg News reports that Miles Road LLC filed
for Chapter 11 in Lexington, Kentucky (Bankr. E.D. Ky. Case No.
10-50958), on March 24 after its bank foreclosed on its property.

Closely held Miles Road is a developer of residential real estate
in Kentucky.  The petition says that the Company has debts of $100
million to $500 million.

Miles Road is suing Kentucky Bank before the Bankruptcy Court.
According to the Bloomberg report, Miles Road said Kentucky Bank
secured a judgment of foreclosure on a residential development in
Nicholasville, Kentucky, and is seeking judgments in state court
against Miles Road principals to pay what's owed on loans.  Miles
Road requested an injunction against the bank to refrain from
collection attempts.

The largest creditor listed in the filing is Kentucky Bank, a unit
of Kentucky Bancshares Inc. of Paris, Kentucky, with $347.7
million in unsecured debt and $5 million in secured debt.


MSCI INC: Moody's Assigns 'Ba2' Rating on $1.375 Bil. Loan
----------------------------------------------------------
Moody's Investors Service assigned a Ba2 to a proposed
$1.375 billion credit facility of MSCI, Inc., affirmed the Ba2
Corporate Family Rating and changed the rating outlook to positive
from developing.

Pursuant to a definitive merger agreement, MSCI agreed to acquire
RiskMetrics Group, Inc.'s outstanding common equity in a cash and
stock transaction for total consideration of approximately
$1.6 billion.  The existing secured debt of both MSCI and
RiskMetrics is expected to be repaid in connection with the
acquisition.  The transaction is expected to be funded with
existing cash of MSCI and RiskMetrics, newly issued common stock
of MSCI and a new $1.275 billion secured term loan facility.  A
new $100 million revolving credit facility will be undrawn at
closing.  The transaction is subject to customary closing
conditions, including approval by the shareholders of RiskMetrics,
the receipt by MSCI of the proceeds of the debt financing for the
transaction, antitrust clearance and other customary regulatory
approvals.  The transaction is currently expected to close in
MSCI's third fiscal quarter of 2010.

"The RiskMetrics business is a solid strategic fit for MSCI and
substantially increases its scale and product line
diversification.  RiskMetrics' multi-asset class analytic products
are market leaders with significant growth potential and will
nicely complement MSCI's equity index, equity analytic, and multi-
asset class product lines," stated Lenny Ajzenman, Senior Vice
President.

MSCI's financial strength metrics were very strong for the rating
category at November 30, 2009, and will decline to a level that is
modestly weak for the Ba2 rating category pro forma for the
acquisition.  The positive rating outlook anticipates that
financial strength metrics will substantially improve over the
next year driven by debt repayments, revenue growth and cost
synergies.  The Ba2 Corporate Family Rating continues to reflect
MSCI's leading market positions and a largely subscription-based
revenue model with high customer retention rates.  The ratings are
constrained by a relatively small revenue base relative to other
Ba2-rated service issuers, the potential for weak demand from
financial sector clients amid a slow economic recovery,
integration risks, and the potential for further large
acquisitions.

These ratings (assessments) were assigned:

* $100 million 5 year secured revolving credit facility, Ba2 (LGD
  3, 33%)

* $1.275 billion 6 year secured term loan, Ba2 (LGD 3, 33%)

These ratings (assessments) were affirmed:

* Corporate Family Rating, Ba2

* Probability of Default Rating, Ba3

* $75 million secured revolving credit facility, Ba2 (LGD 2, 29%)-
  ratings expected to be withdrawn upon closing of refinancing

* $380.5 million secured term loan, Ba2 (LGD 2, 29%) - ratings
  expected to be withdrawn upon closing of refinancing

* Speculative Grade Liquidity Rating, SGL-1

The last rating action on MSCI was on March 1, 2010, when Moody's
affirmed the Ba2 Corporate Family Rating and debt instrument
ratings of MSCI and changed the rating outlook to developing from
positive after the announcement of the RiskMetrics acquisition.

MSCI is a leading provider of investment decision support tools to
investment institutions worldwide.  The company's key product
lines are international equity indices marketed under the MSCI
brand and equity portfolio analytics marketed under the Barra
brand.  MSCI's revenues for the fiscal year ended November 30,
2009, were $443 million.  RiskMetrics is a leading provider of
risk management and corporate governance products and services to
participants in the global financial markets.  RiskMetrics'
revenues for the year ended December 31, 2009, were approximately
$303 million.


MXENERGY HOLDINGS: Sempra Energy Holds Class B Common Stock
-----------------------------------------------------------
Sempra Energy Trading LLC said it is the sole holder of Class B
Common Stock of MXenergy Holdings Inc.  Class C Common Stock
represents approximately 7.4% of the Company's total outstanding
common stock.  In connection with two master supply and hedge
agreements, RBS Sempra is also the Company's primary liquidity and
hedge provider.  Pursuant to the terms of the Company's
Certificate of Incorporation, RBS Sempra is entitled to appoint
one director to the Company's Board of Directors.

In September 2009, RBS Sempra appointed Michael A. Goldstein to
serve as the Class B Director.  Effective March 16, 2010, Mr.
Goldstein resigned his position as the Class B Director due to his
assumption of new responsibilities at RBS Sempra.  During his
tenure, Mr. Goldstein served on the Executive Committee, the
Compensation Committee and the Risk Oversight Committee of the
Board of Directors.

Also effective March 16, 2010, RBS Sempra appointed Jacqueline
Mitchell to serve as the Class B Director.  Ms. Mitchell is Senior
Managing Director at RBS Sempra Commodities, where she oversees
RBS Sempra's North American natural gas trading and marketing
operations.  As part of RBS Sempra's senior management team, she
has been instrumental in creating and overseeing steady growth in
their commodity trading business.  Ms. Mitchell's in-depth
understanding of natural gas commodity markets is expected to
provide expertise and insight for the Company's risk management
and other operating activities.  Ms. Mitchell will also serve on
the Executive Committee, the Compensation Committee and the Risk
Oversight Committee.

                           About MXenergy

MXenergy Holdings Inc. was founded in 1999 as a retail energy
marketer.  The two principal operating subsidiaries of Holdings
are MXenergy Inc. and MXenergy Electric Inc. which are engaged in
the marketing and supply of natural gas and electricity,
respectively.  Holdings and its subsidiaries operate in 39 market
areas located in 14 states in the United States and in two
Canadian provinces.

At Dec. 31, 2009, the Company's assets were at $222.96 million,
and debts were at $142.01 million, resulting to a $80.95 million
stockholders' equity for Dec. 31, 2009.

Mxenergy carries Caa3 long term corporate family and Ca/LD
probability of default ratings from  Moody's Investors Service.


NELLSON NUTRACEUTICAL: Ch. 11 Barred Firm's Bonuses, Trustee Says
-----------------------------------------------------------------
Bankruptcy Law360 reports that a U.S. trustee has fired back at
Nellson Nutraceutical LLC in a dispute over the payment of
management incentive bonuses, arguing in an appeals brief that the
debtor is trying to add language to the Bankruptcy Code that isn't
there.

Headquartered in Irwindale, California, Nellson Nutraceutical,
Inc., aka Nellson Candies, Inc., formulates, makes and sells bars
and powders for the nutrition supplement industry.  The Debtor and
its affiliates filed for chapter 11 protection on Jan. 28, 2006
(Bankr. D. Del. Case No. 06-10072).  Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.,
represented the Debtors in their restructuring efforts.  The Hon.
Christopher Sontchi confirmed a Chapter 11 plan of liquidation
filed by Nellson Nutraceutical Inc. and its debtor-affiliates on
July 25, 2008


NES RENTALS: Moody's Assigns 'Caa2' Rating on Second Lien Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a Caa2 rating to the
planned seven-year second lien notes of NES Rentals Holdings, Inc.
Additionally, the company's Caa1 corporate family and probability
of default, and the Caa2 $224 million second lien term loan
ratings remain unchanged.  Proceeds from the $250 million second
lien notes due 2017 will refinance the $224 million second lien
term loan due 2013, with a small amount being used to reduce
revolver borrowing and pay related fees/expenses.  The company
also plans to amend its existing $375 million first lien, asset-
based revolving credit facility, scheduled to expire July 2011.
The amendment effort, as outlined, would extend expiration on most
of the facility's commitment until 2014; expiration for lenders
who do not agree to amend would remain July 2011, with amending
lenders agreeing to effectively absorb those outstandings that
mature July 2011.  The first lien amendment transaction would not
close until after the second lien notes close.  Until the
amendment closes, commitment size of the extended portion will
remain uncertain.  Upon completion of both the second lien note
issuance and the revolver amendment-- assuming at least
$275 million of the $375 million revolver commitment amends--
Moody's expects to change NES' rating outlook to stable from
negative.

Rating outlook stabilization following the revolver amendment
would reflect an improved liquidity profile.  Regarding the second
lien transaction, the note issuance would move the maturity to
2017 from 2013 and reduce risk of financial ratio covenant breach.
(Risk of covenant breach under the existing second lien credit
agreement stems from an ongoing total leverage test.) Regarding
the first lien amendment, the company's maturity extension plan
should boost confidence of sustained borrowing line access.
Confidence of liquidity profile adequacy while NES endures poor
equipment rental markets, should limit downside risk enough to
avoid rating downgrade.

The Caa1 corporate family rating anticipates prolonged
unprofitability as equipment rental demand and pricing remains
weak.  NES, like many in the equipment rental sector, could
accumulate a material retained deficit before construction markets
and other equipment demand sources improve enough that operating
profits exceed interest costs.  In Moody's view the U.S. non-
residential construction activity decline underway should abate in
2011, but the primary demand growth rate that resumes in 2011 will
be far from the strong, sustained levels that followed the 2001
recession, and rental pricing increases should remain muted.  A
challenging price environment beyond 2011, competitors' focus on
penetrating industrial-based (an NES' area of emphasis) versus
construction-based markets, slim interest coverage and a
relatively seasoned rental fleet will sustain the weak credit
profile.  NES' Caa1 rating also acknowledges good regional
diversity across the eastern U.S., recent cost cuts, and the
company's plan to conservatively manage fleet spending as low
demand persists.

Ratings assigned:

* Second lien notes due 2017, Caa2 LGD 5, 77%

Ratings affirmed:

* Corporate family and probability of default, affirmed at Caa1
* Second lien term loan due 2013, Caa2 LGD 5, to 78% from 79%

Ratings assigned herein are subject to review of final
documentation.  Moody's last rating action occurred May 12, 2009,
when NES' probability of default rating was raised to Caa1/LD (the
"LD" designation was subsequently removed) from Caa3.

NES Rentals Holdings, Inc., based in Chicago, Illinois and
majority-owned by Diamond Castle Investments, is an equipment
rental company in the U.S. Revenues for 2009 were approximately
$300 million.


NEW FRONTIER ENERGY: Posts $748,172 Net Loss in Q3 Ended Nov. 30
----------------------------------------------------------------
New Frontier Energy, Inc., filed its quarterly report on Form 10-
Q, showing a net loss of $748,172 on $69,711 of revenue for the
three months ended November 30, 2009, compared with a net loss of
$1,135,361 on $336,302 of revenue for the same period of 2008.

The Company's balance sheet as of November 30, 2009, showed
$18,064,111 in assets, $7,807,930 of debts, and $10,256,181 of
stockholders' equity.

"The Company has incurred significant operating losses.  As of
November 30, 2009, the Company has limited financial resources and
has not been able to generate positive cash flow from operations.
The Company had a working capital deficiency of $2,987,953 at
November 30, 2009, and $2,833,562 at February 28, 2009.  These
factors raise substantial doubt about our ability to continue as a
going concern."

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

               http://researcharchives.com/t/s?5bc0

Based in Denver, New Frontier Energy is a natural resource
exploration and production company engaged in the exploration,
acquisition, and development of oil and natural gas properties in
the United States.  The Company is currently developing three
significant properties in Colorado and Wyoming.


NEW MEDIA: Posts $1.089-Mil. Net Loss in Q3 Ended Jan. 31
---------------------------------------------------------
New Media Lottery Services, Inc., filed its quarterly report on
Form 10-Q, showing a net loss of $1,089,939 on $178,650 of revenue
for the three months ended January 31, 2010, compared to a net
loss of $566,332 on $233,394 of revenue for the same period of the
prior year.

The Company's balance sheet as of January 31, 2010, showed
$2,056,723 in assets, $5,051,382 of debts, $2,000 of Series A
convertible redeemable preferred stock, and $3,472,270 of minority
interest, for a stockholders' deficit of $6,468,929

"For the year ended April 30, 2009, the Company has incurred
operating losses of $15,886,684 (excluding minority interest and
other comprehensive loss) from inception of the Company through
April 30, 2009.  The Company's stockholders' deficit at April 30,
2009 was $12,256,234.  Additionally, the Company has sustained
additional operating losses for the nine months ended January 31,
2010 of $2,365,384, has a working capital deficit of $4,844,787,
and negative cash flows from operations.  These factors combined,
raise substantial doubt about the Company's ability to continue as
a going concern."

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

               http://researcharchives.com/t/s?5bc1

Harrisonburg, Va.-based New Media Lottery Services, Inc. supplies
lotteries with a white label lottery system, games and management
support to develop new income streams from digital lottery product
distribution, including the Internet, mobile telephony,
interactive television and digital vending.


NORTEL NETWORKS: Proposes Grant Thornton as Arbitrator
------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors seek the Court's
permission to employ Grant Thornton LLP as arbitrator in
connection with the sale of their Optical Networking and Carrier
Ethernet business.

As arbitrator, Grant Thornton is tasked to resolve any dispute
that may ensue between Nortel entities and the buyer, Ciena
Corporation, in connection with the transition services that will
be provided by Nortel to facilitate the orderly completion of the
sale and its transition to the buyer.

Erik Lioy, a partner at the Forensic, Investigative & Litigation
Services group of Grant Thornton, was designated to facilitate
the arbitration.

Grant Thornton is an accounting and business advisory firm that
provides information technology services.  The U.S.-based firm is
a member of Grant Thornton International Ltd.

Grant Thornton will be paid a $100,000 flat fee for its services
and will be reimbursed for its necessary and reasonable expenses.
The firm's professionals and their hourly rates are:

   Professionals                   Hourly Rates
   -------------                   ------------
   Partners                         $525
   Managers/Senior Managers         $350 to 475
   Associates/Senior Associates     $175 to 325
   Paraprofessionals                $100

Mr. Lioy assures the Court that Grant Thornton does not have
interests adverse to the interest of the Debtors' estates,
creditors and equity security holders, and that it is a
"disinterested person" under Section 101(14) of the Bankruptcy
Code.

                       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: Proposes Chilmark as Consulting Expert
-------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors ask the Court to
authorize their legal counsel to employ Chilmark Partners LLP as
its consulting expert.

The Debtors want Chilmark Partners employed to assist their
counsel, Cleary Gottlieb Steen & Hamilton LLP, in all legal
proceedings concerning the allocation of proceeds from the sale
of certain assets of Canada-based Nortel Networks Corp. and its
affiliates.

The issue on the allocation of the sale proceeds will be decided
by means of an arbitration or other proceedings due to the
absence of an agreement among the Nortel companies on the
allocation.

"The services of a capable and experienced consulting expert such
as Chilmark are essential to Cleary Gottlieb as it navigates
the complex and challenging issues posed to the Debtors by the
allocation process," says the Debtors' attorney, Ann Cordo, Esq.,
at Morris Nichols Arsht & Tunnell LLP, in Wilmington, Delaware.

Chilmark has extensive experience fashioning imaginative
solutions to complex problems and has the resources available to
advise Cleary Gottlieb in the matter, Ms. Cordo says.

Chilmark will be paid a monthly fee of $250,000 for its services
and will be reimbursed for its necessary and reasonable expenses.
The Firm will also get an additional $2 million fee upon
confirmation of NNI's plan of reorganization or resolution of the
allocation of the sale proceeds.

About 75% of Chilmark's monthly fees will be credited against the
$2 million fee, provided that the credits will not reduce the fee
below zero.

Matthew Rosenberg, Esq., a member of Chilmark, assures the Court
that his Firm does not have interests adverse to the Debtors'
estates or any class of creditors, and that the Firm is a
"disinterested person" under Section 101(14) of the Bankruptcy
Code.

                       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: To Reduce Pension Advisers' Monthly Fees
---------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors ask the Court to
approve these proposed amendments to the compensation scheme of
their pension advisers, Palisades Capital Advisors LLC and Punter
Southall LLC:

  (1) Beginning on December 2009, the monthly cash fee paid to
      the firms will be reduced from $200,000 to $125,000.

  (2) The length of the guaranteed payment period will be
      extended two months, from the first 10 months of the
      Firms' engagement to the first 12 months of the advisers'
      employment, and will run through April 2010.  In case the
      employment agreement is terminated prior to the end of the
      guaranteed payment period, the Firms will be entitled to
      at least the aggregate monthly cash fee payable through
      the guaranteed payment period.

  (3) The sharing percentages of the monthly cash fee stated in
      the employment agreement would continue through February
      2010, with 65s% of the monthly cash fee payable to
      Palisades and 35% to Punter.  The Firms agreed that in
      March and April 2010, 50% of the monthly cash fee will be
      paid to both firms and in subsequent months, 35% will be
      paid to Palisades and 65% to the other firm.

The Court will hold a hearing on March 31, 2010, to consider
approval of the proposed amendments.  Deadline for filing
objections is March 24.

                       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)


OROVILLE INN: Owner Accused of Bankruptcy Fraud
-----------------------------------------------
David Hardy and two dozen other residents at Oroville Inn has
commenced a lawsuit against landlord Jonothan Benefield.

The plaintiffs are represented by Drexel A. Bradshaw, Esq., at
Brad Shawassociates.

The 72-page complaint filed in the United States District Court in
Sacramento claims that Mr. Benefield is not only criminally
negligent but also engaged in serious bankruptcy fraud.

"Add to Benefield's list of sins a shell game in which he is not
only mistreating his tenants but trying to illegally avoid a
mountain of ill gotten debt," said Bradshaw, who has filed suit to
force Benefield to live up to his obligations and make financial
restitution to the tenants, many of whom have seen their health
deteriorate due to their residency at the Oroville Inn.

"The Oroville Inn is owned by Walnut Hill Enterprises, LLC.  A
Chapter 13 was filed by W.H.E., LLC. -- a similar but not
identical company name," Bradshaw explains. "These are not the
same entity.  The bankruptcy petition contends the bankruptcy
estate has less than $50,000 in assets, and does not include my
clients, the tenants, as creditors.  Despite the fact that Walnut
Hill Enterprises, LLC has not filed for bankruptcy, the bankruptcy
attorney has asserted that a stay is in effect, meaning we can't
move forward with the complaint on behalf of the Oroville Inn
tenants.  This is totally false.  Adding insult to injury, the
bankruptcy attorney sent a threatening notice to each tenant
stating that they had to keep paying rent.  In simple language:
That's bankruptcy fraud."

Until Bradshaw's efforts, Hardy -- like dozens of other low-income
and some disabled residents of the Oroville Inn (2066 Bird Street,
Oroville) -- has been powerless even though Benefield had been
cited by the Oroville City Council for maintaining a property that
is a "nuisance" and "substandard" with more than 700 violations of
health and safety codes.  On January 2, 2009 the owners of the
Oroville Inn denied the City's request for a voluntary inspection
resulting in a warrant which forced an inspection on January 22,
2009.  So horrific were the conditions found there that immediate
improvements "or demolition of the property" was ordered by the
Court. To date, no improvements have been made.


OZBURN-HESSEY HOLDING: S&P Assigns 'B' Rating on Senior Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' rating to
Ozburn-Hessey Holding Co. LLC's new $310 million, first-lien
senior secured credit facility, which consists of a $35 million
revolving bank loan and a $275 million term loan B.  The recovery
rating is '3', indicating meaningful (50% to 70%) recovery of
principal in a payment default scenario.  S&P also assigned a
'CCC+' rating to the company's $75 million second-lien senior
secured term loan, and a '6' recovery rating, indicating
negligible (0% to 10%) recovery of principal in a payment default
scenario.  This new structure supersedes the previous transaction,
which S&P rated on March 5, 2010.  S&P withdrew the ratings on
those issues.

Despite increased debt leverage, the ratings receive support from
stable industry fundamentals in the third-party logistics segment,
as well as OHL's relatively stable mix of end markets (consumer,
food and beverage, and health care accounted for more than 60% of
2009 net revenues, defined as gross revenues less purchased
transportation).  Still, the recent outlook revision to negative
from stable reflects increased debt leverage resulting from OHL's
consolidation of certain more cyclical international operations
that provide global freight management and logistics services.
Pro forma for the proposed transaction to combine its
international operations under OHL, credit measures are somewhat
stretched for the ratings and further earnings pressures could
reduce covenant cushion and constrain liquidity.

The outlook is negative.  "S&P expects demand for domestic third-
party logistics to remain fairly healthy over the near term, given
good industry fundamentals," said Standard & Poor's credit analyst
Anita Ogbara.  "However, S&P expects credit metrics to remain
stretched, given incremental leverage from the addition of OHL's
more cyclical international operations," she continued.

S&P could lower the ratings if OHL's access to liquidity becomes
constrained under its current covenants or if funds from
operations to total debt consistently falls into the high-single-
digits percent range.  Alternatively, S&P could revise the outlook
to stable if earnings improve and credit measures strengthen,
resulting in FFO to total debt consistently in the midteens
percentage range.


PATRICK HACKETT: Receives Letter of Intent for $750,000 Loan
------------------------------------------------------------
Hackett's Stores, Inc., announced March 23 that its wholly owned
subsidiary, Patrick Hackett Hardware Company, has been presented
with a letter of intent for financing of up to $750,000.  Proceeds
from the loan would be used to repay certain indebtedness and to
purchase additional inventory.

Herbert Becker, President and CEO of Patrick Hackett, stated, "We
are currently reviewing this non-binding LOI and trying to
negotiate better terms for the company." Mr. Becker continued,
"The fact the company received this LOI is itself a positive
development and appears to be an indication that capital seems to
be more accessible than it was just a few months ago." Final terms
of the offer are being negotiated and, if agreed upon, ultimately
must be approved by the court.

                      About Patrick Hackett

Hackett's Stores, Inc., is the parent company of Patrick Hackett
Hardware Company and HIIO, Inc.  Patrick Hackett Hardware Company
has a wide variety of merchandise and business lines, including a
full service hardware, consumer electronics, equipment rental,
brand name clothing, footwear, sporting goods and gourmet foods.
HIIO, Inc., represents a concept platform for a new specialty
retailer focused on fashion clothing and outerwear, footwear and
selected gift items.  There are currently no HIIO-branded stores
opened to date.

Hackett's Stores, Inc. (Pink Sheets:HCKI) is a holding of Seaway
Valley Capital Corporation (Pink Sheets:SEVA).

Based in New York, Patrick Hackett Hardware Company --
http://www.hackettsonline.com/-- began in 1830 as a hardware
store in upstate New York.  Hacketts now operates full-service
department stores and a specialty store, selling a full line of
clothes, consumer electronics, cell phones, shoes, housewares,
hardware and others.

Patrick Hackett filed for Chapter 11 on November 10, 2009 (Bankr.
N.D. N.Y Case No. 09-63135).  The Debtor disclosed less than
$10,000,000 in total asset

Hackett's Stores, Inc., whose shares trade currently on the Pink
Sheets, is not nor has ever been in bankruptcy or bankruptcy
protection."


PATRICK HACKETT: U.S. Trustee Withdraws Motion to Convert
---------------------------------------------------------
Hackett's Stores, Inc., said that on March 23 the United States
Trustee's office has withdrawn its motion to convert the case of
Hackett's wholly owned subsidiary, Patrick Hackett Hardware
Company, to a Chapter 7.

David Antonucci, counsel for Patrick Hackett Hardware Company in
the case, stated, "As previously discussed this is what we did
anticipate, but now it is official. And we would like to again
thank the United States Trustee's office for withdrawing this
motion."

Company President and CEO, Herbert Becker added, "As previously
stated we expected that the conversion motion would be withdrawn,
and now that has happened. At this point we are in the final
stages of preparing our Chapter 11 emergence plan, and we expect
to present it to the creditors and the court so Patrick Hackett
can ultimately emerge from Chapter 11."

                      About Patrick Hackett

Hackett's Stores, Inc., is the parent company of Patrick Hackett
Hardware Company and HIIO, Inc.  Patrick Hackett Hardware Company
has a wide variety of merchandise and business lines, including a
full service hardware, consumer electronics, equipment rental,
brand name clothing, footwear, sporting goods and gourmet foods.
HIIO, Inc., represents a concept platform for a new specialty
retailer focused on fashion clothing and outerwear, footwear and
selected gift items.  There are currently no HIIO-branded stores
opened to date.

Hackett's Stores, Inc. (Pink Sheets:HCKI) is a holding of Seaway
Valley Capital Corporation (Pink Sheets:SEVA).

Based in New York, Patrick Hackett Hardware Company --
http://www.hackettsonline.com/-- began in 1830 as a hardware
store in upstate New York.  Hacketts now operates full-service
department stores and a specialty store, selling a full line of
clothes, consumer electronics, cell phones, shoes, housewares,
hardware and others.

Patrick Hackett filed for Chapter 11 on November 10, 2009 (Bankr.
N.D. N.Y Case No. 09-63135).  The Debtor disclosed less than
$10,000,000 in total asset

Hackett's Stores, Inc., whose shares trade currently on the Pink
Sheets, is not nor has ever been in bankruptcy or bankruptcy
protection."


PERF-GO GREEN: Earns $2.2 Million in Q3 Ended December 31
---------------------------------------------------------
Perf-Go Green Holdings, Inc., filed its quarterly report on Form
10-Q, showing net income of $2,212,875 on $242,991 of revenue for
the three months ended December 31, 2009, compared to net income
of $7,880,000 on $462,000 of revenue for the same period of 2008.

The Company's balance sheet as of December 31, 2009, showed
$2,298,906 in assets and $4,942,254 of debts, for a stockholders'
deficit of $2,643,348.

"The Company had net cash used in operations of $1,169,375 for the
nine month period ended December 31, 2009; and has a working
capital deficit of $2,931,983 and a stockholders' deficit of
$28,449,951 at December 31, 2009.  Further, losses from operations
are continuing subsequent to December 31, 2009, and the Company
anticipates that it will continue to generate significant losses
from operations for the near future.  The Company believes its
current available cash along with anticipated revenues may be
insufficient to meet its cash needs for the near future."

"These conditions raise substantial doubt about the Company's
ability to continue as a going concern."

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

               http://researcharchives.com/t/s?5bc2

Based in New York, Perf-Go Green Holdings, Inc., markets and
distributes biodegradable plastics and biodegradable products.


PLIANT CORP: Court Issues Final Decree Closing Unit's Case
----------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has entered a final decree closing the
Chapter 11 case of In re Alliant Company, LLC, Case No. 09-10448
(MWF), effective as of February 18, 2010.  The order indicates the
estate has been fully administered as required by Section 350(a)
of the Bankruptcy Code and Rule 3022 of the Federal Rules of
Bankruptcy Procedure.  The order also notes that all fees due
pursuant to 28 U.S.C. Section 1930 have been paid.

Pliant emerged from its bankruptcy case effective December 3,
2009, as a wholly owned direct subsidiary of Berry Plastics
Corporation.  Berry Plastics acquired 100% of the common stock of
Pliant for an acquisition purchase price of $561 million.

                        About Pliant Corp

Headquartered in Schaumburg, Illinois, Pliant Corporation produced
value-added film and flexible packaging products for personal
care, medical, food, industrial and agricultural markets.  Pliant
operated 16 manufacturing facilities around the world, and
employed approximately 2,800 people with annual net sales of $900
million for the 12 months ended September 30, 2009.

Pliant and 10 of its affiliates filed for Chapter 11 protection on
January 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001).  James F.
Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represented the Debtors in their restructuring efforts.  The
Debtors tapped McMillan Binch Mendelsohn LLP, as Canadian counsel.
As of September 30, 2005, the Company had $604.3 million in total
assets and  $1.19 billion in total debts.  The Debtors emerged
from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, served as bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acted as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Creditors
Committee selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.


PNG VENTURES: Emerges From Chapter 11 as Applied Natural
--------------------------------------------------------
PNG Ventures, Inc., and its wholly owned subsidiaries, New Earth
LNG, LLC, Arizona LNG, LLC, Applied LNG Technologies USA, LLC,
Fleet Star, Inc., and Earth Leasing, Inc. have successfully
emerged from the voluntary reorganization filed on September 9,
2009 under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware.  The
Plan of Reorganization, confirmed on March 12, 2010, resulted in
conversion of a majority of the Company's outstanding debt to new
common equity, and eliminated or mitigated the impact of certain
onerous contracts inherited as part of the Company's June 30, 2008
Share Exchange Transaction with Earth Biofuels, Inc.

Throughout the reorganization process, the Company operated its
business in the ordinary course.  The Company's day-to-day
operations and delivery of products or services to its customers
were not adversely affected by the Chapter 11 filing.

Cem Hacioglu, President & CEO of PNG Ventures, said, "We are very
happy to have successfully completed this critical process within
a short period and are excited about the prospects of our new
company going forward.  Having recapitalized our balance sheet and
eliminated a number of debilitating operational and financial
impediments, we are now superbly positioned to take advantage of
the tremendous growth opportunities in the alternative fuels
market and become the preeminent provider of cleaner burning fuels
for the domestic and international markets."

Mr. Hacioglu continued, "On behalf of our Board of Directors and
management team, we would like to thank our employees and
professional team for their hard work, perseverance and
dedication.  We would also like to thank our Plan sponsors, Medley
Capital and Sandell Asset Management for their faith in us and our
long-term prospects.  Most especially, however, we would like to
thank our customers, suppliers and other business partners for
their patience throughout this arduous process.  We will continue
to work very hard to be deserving of the trust and confidence they
have placed in us and our Company."

As part of the Plan of Reorganization, the majority of the
Company's senior credit facility was converted into approximately
66% of the common stock of the newly organized Company with the
balance settled for a combination of cash and a $9.8 million four-
year term loan.  In addition, the Company's trade and unsecured
debts were exchanged for a creditor trust of approximately
$1.2 million and 7.5% of the common stock of the newly reorganized
Company.  The Plan was funded by approximately $8.3 mm in return
for a combination of approximately 26.5% of the common stock of
the newly reorganized Company, a new $5.5 million four-year term
loan and $250,000 short-term loan.  Previously outstanding equity,
including all options, warrants and other derivative instruments
linked to that equity, was eliminated as part of the Plan.  The
Company remains a public entity and, upon completion of the
customary regulatory review and distribution of the creditor
shares, should resume trading under a new symbol based on the name
Applied Natural Gas Fuels, Inc.

The foregoing is intended as a summary of the terms of the final
Plan of Reorganization and confirmation process.  A more detailed
description can be found within the Company's Current Report on
Form 8-K which will be filed with the Securities and Exchange
Commission.  A copy of the Plan and Disclosure Statement are
available at http://www.altlng.com.

         About Applied Natural (fka "PNG Ventures, Inc.")

PNG Ventures, now known as Applied Natural, engages in the
production, distribution, and sale of liquefied natural gas
("LNG") to customers consisting of public utilities, industrial
end-users and other fleet customers within the transportation,
manufacturing, distribution, and municipal markets, primarily in
California, Arizona, and Nevada.  The Company also offers turnkey
fuel solutions, including delivery, equipment storage, fuel
dispensing equipment, and fuel loading facilities.

PNG Ventures and its affiliates filed for Chapter 11 on
September 10, 2009 (Bankr. D. Del. Case No. 09-13162).  Attorneys
at Fox Rothschild LLP represent the Debtors in their restructuring
effort.  Logan & Co. serves as claims and notice agent.  PNG won
confirmation of its reorganization plan in March 2010.

The Plan gives the first-lien creditor $5.5 million cash, a new
$9.8 million secured loan, and 66% of the new stock in return for
a $35.5 million claim.  In exchange for financing the plan,
lenders will receive a new four-year term loan and 26.5% of the
stock.  Unsecured creditors are receiving about 28% in cash plus
7.5% of the new stock.  Existing stock was canceled.


PPA HOLDINGS: Committee Seeks Chapter 11 Examiner
-------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of PPA Holdings, LLC, and its 21 affiliates asks
the U.S. Bankruptcy Court for the Central District of California
to direct the appointment of an examiner pursuant Bankruptcy Code
Sections 1104(c)(1) and (c)(2) as to Debtors PPA Holdings, LLC,
and Pacific Property Assets, LLC.

The Committee tells Judge Erithe A. Smith that, based on its
investigation to date, the panel  believes that it and the secured
and unsecured creditors are without reliable information
concerning certain matters pertaining to the Debtors, their
properties, business affairs and transactions and financial
condition pre and postpetition.  Specifically, the Committee
alleges that:

     -- PPA Assets transferred its interest in Pine Villa, LLC to
        a third party shortly prior to the petition date for no,
        or nominal, consideration.  That transfer may be avoidable
        as a fraudulent conveyance.  The Committee said an
        investigation into the value of the transferred interest
        and the terms and conditions upon which the transfer
        occurred is required.  The Committee wants the Examiner
        empowered to conduct that investigation.

     -- In the years prior to the petition date, the Debtors'
        principals -- Messrs. John J. Packard and Stewart --
        withdrew, in the aggregate, in excess of $7 million from
        the Debtors, in addition to their salaries, and that
        Messrs. Packard and Stewart contend that some or all of
        those advances have been repaid.  The Committee contends
        that claims to recover the unpaid balance of those
        advances are assets of the Debtors' estates.

     -- PPA Assets holds a 25% interest in a limited liability
        company that owns a Sunseeker Portofino yacht. The
        Committee lacks information as to the business purpose, of
        any, for the acquisition of that interest, whether or not
        the yacht was used for business purposes before or after
        the Petition Date, and whether, to the extent the yacht
        was used for other than business purposes, PPA Assets has
        been compensated for the use of the yacht or reimbursed
        for the expenses of such usage.  To the extent that the
        yacht was acquired for other than a business purpose, or
        has been used for other than business purposes, the
        Committee says claims may exist in favor of the PPA Assets
        bankruptcy estate.

     -- The Debtors raised $19 million in the one year prior to
        the Petition Date. To date, the Committee has not been
        able to account for the Debtors' use of those funds.  To
        determine whether any of those funds were diverted and, as
        a result, if claims exist to recover any investor funds
        that were diverted to improper purposes, the Committee
        requests that the Examiner be empowered to conduct an
        investigation as to the amount of investor funds raised by
        the Debtors during the year prior to the Petition Date and
        the manner in which the Debtors utilized those funds.

     -- At the First Meeting of Creditors in these bankruptcy
        cases, a number of investors questioning the Debtors
        indicated that they were solicited to lend money to the
        Debtors for the acquisition of new properties in close
        proximity to the Petition Date.  In response to questions
        from those investors, Mr. Stewart indicated that the
        Debtors did not anticipate that they would not be able to
        pay their debts as they fell due until shortly before the
        Petition Date.  The Committee says the date upon which the
        Debtors knew that they would not be able to pay their
        debts as they fell due may be an important issue with
        respect to potential fraudulent conveyance claims that the
        estate may possess, as well as a matter of substantial
        concern to investors who elected to loan monies to the
        Debtors in relative proximity to the Petition Date.  As a
        result, the Committee wants the Examiner empowered to
        conduct an investigation to determine when the Debtors
        knew, or should have known, that the Debtors would not be
        able to pay their debts as they fell due.

     -- PPA Assets' September 2009 monthly operating report
        indicates that Mr. Packard was reimbursed $18,265.18 for
        credit card expenses.  Although the Committee has
        requested detailed back up for this payment and questioned
        why Mr. Packard apparently paid credit card expenses that
        the Debtors ought to have paid directly, the Committee has
        never received a satisfactory explanation for this
        payment, which may represent an improper post-petition
        insider payment.

     -- PPA Assets' monthly operating reports reflect large,
        unexplained expenditures in the form of credit card
        payments and on line web payments.  The Committee says
        one possible explanation for at least some of the
        disbursements is that they were paid to fund construction
        expenses for the rehabilitation of real property owned by
        Mesa Ridge LLC, a non-debtor wholly owned subsidiary of
        PPA Holdings that owns an apartment complex in Mesa
        Arizona that is currently being rehabilitated with the
        proceeds of a construction loan.  If true, the Committee
        believes that such expenditures would be unauthorized
        post-petition transfers. In addition, the Committee is
        informed and believes that PPA Holdings posted certain
        deposits in connection with the Mesa Ridge rehabilitation
        project that may, under certain circumstances, be
        refundable to PPA Holdings. The Committee wants the
        Examiner empowered to conduct an investigation into the
        terms and conditions under which the Mesa Ridge project is
        being conducted, as well as to determine the business
        purpose of the Debtors' postpetition credit card
        expenditures and on line web payments.

     -- The Committee's accountant has conducted a preliminary
        review of the Debtors' monthly operating reports and has
        noted issues/discrepancies that require further
        explanation.

The Committee is represented in the Debtors' cases by:

          Richard W. Esterkin, Esq.
          L. Bruce Fischer, Esq.
          Tricia A. Takagi, Esq.
          MORGAN, LEWIS & BOCKIUS LLP
          300 South Grand Avenue, Twenty-Second Floor
          Los Angeles, CA 90071-3132
          Tel: (213) 612-2500
          Fax: (213) 612-2501

A hearing on the Committee's request is scheduled for May 20,
2010, at 2:00 p.m.

                        About PPA Holdings

Irvine, California-based PPA Holdings LLC and its affiliates
collectively owned and managed 47 multi-family apartment
complexes, consisting of 2,398 individual apartment units, three
office/commercial buildings, and a condominium unit.

The Company and its affiliates filed for Chapter 11 on June 26,
2009 (Bankr. C.D. Calif. Lead Case No. 09-16353).  Nanette D.
Sanders, Esq., and Todd C. Ringstad, Esq., at Ringstand & Sanders
LLP, represent the Debtors in their restructuring efforts.
Richard W. Esterkin, Esq., at Morgan Lewis & Bockius LLP,
represents the official committee of unsecured creditors as
counsel.  The Debtors listed $10 million to $50 million in assets
and $50 million to $100 million in debts.


PRESTIGE BRANDS: Completes Offering of $150MM 2012 Notes
--------------------------------------------------------
Prestige Brands Holdings, Inc.'s subsidiary Prestige Brands, Inc.,
has completed its offering of $150 million aggregate principal
amount of its new 8 1/4% Senior Notes due 2018 and the early
settlement of its previously announced cash tender offer and
consent solicitation with respect to its outstanding 9 1/4% Senior
Subordinated Notes due 2012 (the "Old Notes").  The New Notes were
privately offered to qualified institutional buyers pursuant to
Rule 144A and Regulations S under the Securities Act of 1933, as
amended.

Prestige Brands used the net proceeds from the sale of the New
Notes, together with other available funds, to fund the purchase
of the Old Notes and the related costs to be incurred in
connection with the Tender Offer.  As of 5:00 p.m., New York City
time, on March 23, 2010 (the "Consent Payment Deadline"),
$97,913,000 aggregate principal amount of Old Notes had been
validly tendered and not withdrawn, which represented 77.71% of
the outstanding aggregate principal amount of the Old Notes.  On
March 24, 2010, Prestige Brands accepted for purchase and payment
the Old Notes that had been validly tendered at or prior to the
Consent Payment Deadline.  Holders of Old Notes who tendered their
Old Notes at or prior to the Consent Payment Deadline received
$1,005.00 for each $1,000 principal amount of the Old Notes
validly tendered (which included the consent payment of $30.00 per
$1,000 principal amount of Old Notes), plus any accrued and unpaid
interest on the Old Notes up to, but not including, March 24,
2010.

In conjunction with the Tender Offer, Prestige Brands solicited
consents to adopt proposed amendments to the indenture, dated as
of April 6, 2004, under which the Old Notes were issued (as
supplemented, the "Indenture"), that, among other things,
eliminated substantially all of the restrictive covenants and
certain events of default in the Indenture, and shortened the
minimum notice period for a redemption from 30 days to three
business days.  As of the Consent Payment Deadline, consents from
holders of 77.71% had been received and not withdrawn,
representing a sufficient amount to approve the proposed
amendments, and on March 24, 2010, a supplement to the Indenture
was executed effecting the proposed amendments.

Those holders who did not tender their Old Notes or respond to the
consent solicitation by the Consent Payment Deadline are entitled
to do so at or prior to 11:59 p.m., New York City time, on
April 6, 2010 (the "Expiration Date").  The Expiration Date marks
the expiration of the Tender Offer.  However, holders who respond
to the Tender Offer after the Consent Payment Deadline but on or
prior to the Expiration Date will not receive the consent payment
of $30.00 per $1,000 principal amount of Old Notes, and will only
be eligible to receive $975.00 per $1,000 principal amount of Old
Notes tendered.  Holders who validly tender their Old Notes will
also receive accrued and unpaid interest on the Old Notes up to,
but not including, the date of payment for the Old Notes tendered
on or prior to the Expiration Date.

Prestige Brands has engaged BofA Merrill Lynch as Dealer Manager
and Solicitation Agent for the Tender Offer.  Persons with
questions regarding the Tender Offer should contact BofA Merrill
Lynch at (888) 292-0070 (toll free) or (980) 388-9217 (collect).
Requests for copies of the Offer to Purchase or other tender offer
materials may be directed to D.F. King & Co., Inc., the
Information Agent, at (800) 769-7666 (toll-free) or (212) 269-5550
(collect), or in writing at 48 Wall Street, 22nd Floor, New York,
NY 10005.

                     About Prestige Brands

Prestige Brands, Inc., markets and distributes brand name over-
the-counter healthcare, personal care and household products
throughout the United States, Canada and certain international
markets.  Key brands include Compound W(R) wart treatments,
Chloraseptic(R) sore throat relief and allergy treatment products,
New Skin(R) liquid bandage, Clear Eyes(R) and Murine(R) eye care
products, Little Remedies(R) pediatric over-the-counter healthcare
products, The Doctor's(R) NightGuard(TM) dental protector,
Cutex(R) nail polish remover, Comet(R) and Spic and Span(R)
household cleaners, and other well-known brands.

                          *     *     *

As reported in the Troubled Company Reporter on March 12, 2010,
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Irvington, New York-based Prestige
Brands Inc.  The outlook is stable.


RAINBOWS UNITED: Creditors Approves Plan of Reorganization
----------------------------------------------------------
Bill Wilson at The Wichita Eagle reports that creditors of
Rainbows United approved a reorganization plan that calls for:

   * a 30-year payment of the $2.1 million balance of the
     prepetition loan from Emprise Bank with variable interest
     rate at 5.75%, and

   * repayment of the $2.3 million owed to the Internal Revenue
     Service over five years.

According to the report, proceeds from the sale of the Company's
property at 340 S. Broadway and 251 S. Whittier will be used to
pay off a $1.5 million postpetition operations loan from Empire.

Headquartered in Wichita, Kansas, Rainbows United, Inc. --
http://www.rainbowsunited.org/-- is a Wichita nonprofit agency
that serves children with special needs and their families.
Rainbows United serves more than 2,600 children aged birth through
5, including more than 2,300 with special needs.  The
organization, which has 435 full- and part- time employees, serves
primarily Sedgwick and Butler counties.

Rainbows United filed for Chapter 11 bankruptcy protection on
July 30, 2009 (Bankr. D. Kan. Case No. 09-12457).  Edward J.
Nazar, Esq., at Redmond & Nazar, L.L.P., assists the Company in
its restructuring efforts.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


RIVIERA HOLDINGS: Board OKs EBITDA Performance Threshold Targets
----------------------------------------------------------------
The Board of Directors of Riviera Holdings Corporation approved
award ranges for fiscal 2010 under the Company's Incentive
Compensation Plan and established 2010 EBITDA threshold targets
for the Registrant's wholly owned subsidiaries, Riviera Black Hawk
Inc. and Riviera Operating Corporation, and a consolidated EBITDA
threshold target, which is comprised of the RBH and ROC EBITDA
thresholds targets less certain corporate expenses.

For purposes of 2010 incentive compensation, property level EBITDA
and Consolidated EBITDA performance threshold targets are:

   * $4.7 million for Riviera Las Vegas under ROC;

   * $9.6 million for Riviera Black Hawk under RBH; and

   * $11.0 million for Consolidated.

The awards under the Plan are earned only if the applicable EBITDA
threshold targets are exceeded.  If property level and
Consolidated EBITDA performance threshold targets are exceeded, a
percentage (described below) of the excess EBITDA (the "Excess
EBITDA") will be set aside in a bonus pool payable to eligible
participants.  Under the Board approved formula for fiscal 2010:

   i) Robert A. Vannucci, the President and Chief Operating
      Officer of ROC, and other key property level managers, are
      eligible to share in a bonus pool equal to 25% of Excess
      EBITDA for either of ROC or RBH, as applicable, and

  ii) Messrs. Westerman, Marchionne and Simons are eligible to
      share in a bonus pool equal to 7.5% of Excess EBITDA for
      each of ROC, RBH and Consolidated.

Mr. Westerman is the Registrant's Chief Executive Officer,
President and Chairman of the Board; Mr. Marchionne is the
Registrant's Secretary and General Counsel and ROC's Secretary and
Executive Vice President and; Mr. Simons is the Registrant's
Treasurer and Chief Financial Officer and ROC's Treasurer, CFO and
Vice President of Finance.

Depending on the size of the aforementioned Excess EBITDA bonus
pools, the possible award ranges under the Plan for fiscal 2010
are (a) zero to $250,000 for Messrs Westerman and Vannucci, and
(b) zero to $125,000 for Messrs. Marchionne and Simons.

                        About Riviera Holdings

Riviera Holdings Corporation owns and operates the Riviera Hotel
and Casino on the Strip in Las Vegas, Nevada, and the Riviera
Black Hawk Casino in Black Hawk, Colorado.

The company's balance sheet for Sept. 30, 2009, showed $203.3
million in total assets and $280.9 million in total liabilities
for a $77.5 million stockholders' deficit.


ROADOR INDUSTRIES: Gets Bridge Financing from CEO Capital
---------------------------------------------------------
RoaDor Industries Ltd. said in its bi-weekly default status report
said it is currently undertaking transactions to raise funds to
meet the Company's operational needs, including a bridge loan
financing.  The first portion of the bridge financing referenced
has been received.  This was provided by CEO Capital Corporation
as purchase order financing in the amount of $150,000 at 2% per
month interest.  Additional bridge financing is expected this
week.

Meanwhile, the Company said that the former auditor McCarney
Greenwood LLP have advised that they have resigned as the Auditors
due to the prior delays in payment by the Company, which have
since been settled.  With the initial portion of the bridge
financing having been received, the Company has engaged the
services of DNTW Chartered Accountants LLP as the new auditor.
The audit has now commenced and as at the date of this release,
the Company continues to expect to file the Annual Required
Filings and Interim Required Filings on or about April 16, 2010.

                          About RoaDor

RoaDor has developed, patented and commercialized polyvinyl
chloride (PVC) roll-up doors designed specifically for the
commercial truck, van and trailer industry.  Marketed and sold
under the RoaDor name, they represent a major challenge to the
traditional wood or aluminum doors.  RoaDor roll-up doors are
approximately half the weight and eliminate the major industry
problems resulting from paint peeling and delamination as well as
roller and hinge rusting.  The commercial truck, van and trailer
market represents a large opportunity.  In the United States alone
there are 6.5 million vehicles with roll-up doors currently on the
road and in excess of 200,000 new vehicles produced into this
market each year.

The Company did not file its audited financial statements for its
fiscal year ended September 30, 2009. With respect to this late
filing, the Company is currently subject to a management cease
trade order in Ontario (pursuant to an order of the Ontario
Securities Commission dated February 24, 2010).

The Company was unable to file the Annual Required Filings by the
prescribed deadline because of a lack of working capital and the
resultant delay in funding its auditors to perform the audit of
the Annual Financial Statements.


SIRIUS XM: Closes Offering of $800 Million 8.75% Senior Notes
-------------------------------------------------------------
SIRIUS XM Radio has closed the sale of $800 million of its 8.75%
Senior Notes due 2015.  The Notes were priced without a new
issuance discount.  Consequently, the Notes were issued to
investors at 100% of their principal amount.

SIRIUS XM will use the net proceeds from the offering to redeem on
April 16, 2010, all of its outstanding $500 million principal
amount of 9 5/8% Senior Notes due 2013, CUSIP No. 82966UAK9, at a
redemption price of 104.813% plus accrued interest.  The Company
issued the related notice of redemption to the trustee earlier
today, who will notify noteholders of the details of the April 16
redemption.

The balance of the net proceeds from the offering will be used to
repay the $244 million of outstanding amounts under the Company's
senior secured term loan due 2012, to pay fees and expenses of the
offering and for general corporate purposes.

The Notes have not been registered under the Securities Act, or
any state securities laws, and may not be offered or sold in the
United States absent registration, except pursuant to an exemption
from the registration requirements of the Securities Act and
applicable state securities laws.

                       About Sirius XM Radio

Based in New York, Sirius XM Radio Inc. has two principal wholly
owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite
CD Radio Inc.  XM Satellite Radio Holdings Inc. owns XM Satellite
Radio Inc., the operating company for the XM satellite radio
service.  Satellite CD Radio Inc. owns the Federal Communications
Commission license associated with the SIRIUS satellite radio
service.  XM Satellite Radio Inc. owns XM Radio Inc., the holder
of the FCC license associated with the XM satellite radio service.

In July 2008, the Company's wholly owned subsidiary, Vernon Merger
Corporation, merged with and into XM Satellite Radio Holdings Inc.
and, as a result, XM Satellite Radio Holdings Inc. became Sirius'
wholly owned subsidiary.

As of December 31, 2009, the Company had total assets of
$7.263 billion against total liabilities of $7.226 billion.

                           *     *     *

Sirius carries (i) a 'B' corporate credit rating from Standard &
Poor's and (ii) 'Caa1' corporate family rating and 'B3'
probability of default rating from Moody's.


SKILLED HEALTHCARE: S&P Assigns 'BB-' Rating on $330 Mil. Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB-' rating (one notch higher than the corporate credit rating)
to Skilled's proposed $330 million senior secured term loan
maturing in 2016 and its $100 million revolving credit facility
maturing in 2015.  The recovery rating on these debt issues is
'2', indicating S&P's expectation for substantial (70%-90%)
recovery in the event of payment default.  The rating outlook is
stable.

"The speculative-grade rating on Foothill Ranch, Calif.-based
Skilled Healthcare Group Inc. reflects the company's
vulnerabilities tied to its geographic concentration,
reimbursement risk, competition, and relatively aggressive growth
strategy," said Standard & Poor's credit analyst David Peknay.

As a moderate-size company in a limited number of markets, Skilled
Healthcare's weak business risk profile reflects uncertainty tied
to potentially adverse shifts in local economic and political
developments and government and managed care reimbursement in its
key areas.  As of Dec. 31, 2009, Skilled operated 78 skilled
nursing facilities and 22 assisted living facilities in seven
states.  The risk of geographic concentration is highlighted by
the predominance of revenues generated in only two states.
California and Texas contributed 44% and 25% of revenues in 2009,
respectively.  The company's long-term care services segment
generates the majority of total revenues.  Skilled's nursing
facilities, including integrated rehabilitation therapy services
at those facilities, provide about 85% of total revenues.  As part
of its ancillary services business segment, Skilled provides
third-party rehabilitation and operates three licensed hospices


SOUTH BAY EXPRESSWAY: Wants Until April 21 to File Schedules
------------------------------------------------------------
South Bay Expressway, L.P. and California Transportation Ventures
Inc. ask the Bankruptcy Court to extend until April 21, 2010, the
deadline within which they may file their schedules of assets and
liabilities, schedules of current income and expenditures,
schedules of executory contracts and unexpired leases, and
statements of financial affairs.

Section 521 of the Bankruptcy Code and Rule 1007 of the Federal
Rules of Bankruptcy Procedure require a debtor to file its (i)
schedules of assets and liabilities; (ii) schedules of current
income and expenditures; (iii) schedules of executory contracts
and unexpired leases; and (iv) statements of financial affairs
within 15 days after a debtor's bankruptcy filing.

R. Alexander Pilmer, Esq., at Kirkland & Ellis LLP, in Los
Angeles, California, discloses that the Debtors have over 40,000
known creditors.  He contends that due to the nature of the
Debtors' businesses, limited staff available to perform required
internal review, the pressure incident to the commencement of the
bankruptcy cases, and the fact that certain prepetition invoices
have not yet been received or entered into the Debtors' financial
accounting system, the Debtors have begun, but have not yet
completed, compiling the information required to complete the
Schedules and Statements.

The Debtors anticipate that they will be unable to complete the
Schedules and Statements in the time required under Bankruptcy
Rule 1007(c).  Hence, they are asking for a 16-day extension
through and including April 21, 2010, without prejudice to their
ability to ask for additional time for cause shown.

                    About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No. 10-
04516).  Its affiliate, California Transportation Ventures Inc.,
also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.


SPARTA COMMERCIAL: Posts $880,182 Net Loss in Q3 Ended January 31
-----------------------------------------------------------------
Sparta Commercial Services, Inc., filed its quarterly report on
Form 10-Q, showing a net loss attributable to common stockholders
of $880,182 on $161,086 of revenue for the three months ended
January 31, 2010, compared to a net loss attributable to common
stockholders of $969,878 on $278,268 of revenue for the same
period ended January 31, 2009.

The Company's balance sheet as of January 31, 2010, showed
$5,695,644 in in assets, $4,514,258 of debts, and $1,181,387 of
stockholders' equity.

"During the period January 1, 2001, (date of inception) through
January 31, 2010, the Company incurred loss of $30,044,948.  Of
these losses, $2,897,901 was incurred in the nine months ending
January 31, 2010, and $3,679,417 in the nine months ending
January 31, 2009.  These factors among others may indicate that
the Company will be unable to continue as a going concern for a
reasonable period of time."

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

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

Sparta Commercial Services, Inc. (OTC BB: SRCO) --
http://www.spartacommercial.com/-- is a New York-based,
nationwide financial services company dedicated to the powersports
industry, offering financing and leasing products to consumers and
retail powersports dealers, as well as a variety of commercial
products for governmental agencies that require motorcycles and
other equipment for law enforcement activities.


SPECIALTY PACKAGING: Can Hire Frost Brown as Bankruptcy Counsel
---------------------------------------------------------------
Specialty Packaging Holdings, Inc., et al., sought and obtained
authorization from the Hon. Kevin Gross of the U.S. Bankruptcy
Court for the District of Delaware to employ Frost Brown Todd LLC
as bankruptcy counsel.

Frost Brown will, among other things:

     a. provide assistance, advice and representation concerning a
        plan of reorganization, a disclosure statement relating
        thereto, and the solicitation of consents to and
        confirmation of the plan;

     b. advise the Debtors in connection with any sale of assets;

     c. provide assistance, advice and representation concerning
        any further investigation of the assets, liabilities and
        financial condition of the Debtors that may be required;

     d. provide counseling and representation with respect to the
        assumption or rejection of executory contracts and leases
        and other bankruptcy-related matters arising from the
        Debtors' Chapter 11 cases.

Robert A. Guy, Jr., a member of Frost Brown, says that the firm
will be paid based on the hourly rates of its personnel:

        Members             $200-$500
        Associates          $160-$265
        Paralegals          $85-$180

Mr. Guy assured the Court that Frost Brown is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Lewisburg, Tennessee-based Specialty Packaging Holdings, Inc., is
a color cosmetic developer and manufacturer.  The Company,
Cosmetic Specialties Inc. and affiliates filed for Chapter 11
bankruptcy protection on January 20, 2010 (Bankr. Del. Case No.
10-10142).  The Company listed $50,000 in assets and $10,000,001
in liabilities.


SPECIALTY PACKAGING: Weckerle Maschinenbau Joins Auction
--------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has entered an order allowing Weckerle Maschinenbau
GMBH to participate in the auction for the assets of Specialty
Packaging Holdings, Inc.

On Jan. 15, 2010, the Debtors entered into an asset purchase
agreement with All4 Cosmetics, Inc., wherein All4 Cosmetics will
purchase, for $13 million in cash, the Debtor's assets that are
used in connection with the manufacturing and selling of cosmetic
products, and to potentially assume certain of executor contracts
and unexpired leases of the Debtors.  A copy of the assets
purchase agreement is available for free at:

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

In the previously approved bidding procedures, an auction was set
for March 23, 2010, at 10:00 a.m., to entertain competing bids for
the property.  The deadline for the submission of bids was set for
March 19, 2010.  All4 Cosmetics will receive a $400,000 break-up
fee if it loses at the auction.

According to the Creditors Committee, one party submitted a
qualified bid by the deadline and, thus, was qualified to join the
auction.  The Creditors Committee, however, informed the Court
that a third bidder, Weckerle, intended to join the auction but
was not able to submit a "fully confirming bid" by the deadline.

Accordingly, the Committee asked the Court to allow Weckerle to
join the auction without either All4 Cosmetics or the unidentified
bidder withdrawing its bid.

Weckerle, a German entity, has raised funding from two lenders
located in Germany.  Each of those lenders require that its
respective Board approves the financing before it will extend a
final financing commitment. Each of the Boards will be meeting
prior to the start of the Auction, and Weckerle has relayed to the
Committee that it believes approval from the Boards is formality.
Because of the timing of the meeting of the Weckerle's proposed
lenders, Weckerle was unable to submit a bid that did not contain
a financing contingency.

Weckerle indicated to the Committee that it is extremely confident
that it will receive approval from its lenders' respective Boards
prior to the star of the Auction, and thus will be able to waive
its financing contingency by the time the Auction begins.

The result of the auction is not yet available in the Court's
docket.

                     About Specialty Packaging

Lewisburg, Tennessee-based Specialty Packaging Holdings, Inc., is
a color cosmetic developer and manufacturer.  The Company,
Cosmetic Specialties Inc. and affiliates filed for Chapter 11
bankruptcy protection on January 20, 2010 (Bankr. Del. Case No.
10-10142).  Dominic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, assists the Company in its restructuring effort.
Kurtzman Carson Consultants serves as claims and notice agent.

The meeting of creditors pursuant to Section 341 of the Bankruptcy
Code was held on February 18, 2010 at 10:00 a.m.  It will be
continued to April 7, 2010 at 10:00 a.m.


SPECIALTY PACKAGING: Files Schedules of Assets & Liabilities
------------------------------------------------------------
Specialty Packaging Holdings, Inc., filed with the U.S. Bankruptcy
Court for the District of Delaware its schedules of assets and
liabilities, disclosing:

  Name of Schedule                  Assets        Liabilities
  ----------------                  ------        -----------
A. Real Property                        $0

B. Personal Property                $3,522

C. Property Claimed as
   Exempt

D. Creditors Holding
   Secured Claims                                  $16,129,198

E. Creditors Holding
   Unsecured Priority
   Claims                                                   $0

F. Creditors Holding
   Unsecured Non-priority
   Claims                                           $1,000,000
                               -----------          ----------
TOTAL                               $3,522         $17,129,198

Lewisburg, Tennessee-based Specialty Packaging Holdings, Inc., is
a color cosmetic developer and manufacturer.  The Company,
Cosmetic Specialties Inc. and affiliates filed for Chapter 11
bankruptcy protection on January 20, 2010 (Bankr. Del. Case No.
10-10142).  Dominic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, assists the Company in its restructuring effort.
Kurtzman Carson Consultants serves as claims and notice agent.


SPECIALTY PACKAGING: Gets Court's Nod to Hire KCC as Claims Agent
-----------------------------------------------------------------
Specialty Packaging Holdings, Inc., et al., sought and obtained
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Kurtzman Carson Consultants LLC as notice,
claims and solicitation agent, nunc pro tunc to the Petition Date.

KCC will, among other things:

     a. prepare and serve notices in the Debtors' Chapter 11
        cases;

     b. receive, examine, and maintain copies of proofs of claim
        and proofs of interest filed in the Debtors' Chapter 11
        cases;

     c. maintain official claims registers in the Debtors' Chapter
        11 cases by docketing proofs of claim and proofs of
        interest in a claims database that includes information
        for each claim or interest asserted; and

     d. record transfer of claims and any order entered by the
        Court which may affect a claim by making a notation on the
        claims register.

KCC will be compensated for its services based on its service
agreement with the Debtors.  A copy of the agreement is available
for free at http://ResearchArchives.com/t/s?5be3

Albert H. Kass, vice president of KCC's corporate restructuring,
assured the Court that the firm is "disinterested" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Lewisburg, Tennessee-based Specialty Packaging Holdings, Inc., is
a color cosmetic developer and manufacturer.  The Company,
Cosmetic Specialties Inc. and affiliates filed for Chapter 11
bankruptcy protection on January 20, 2010 (Bankr. Del. Case No.
10-10142).  Dominic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, assists the Company in its restructuring effort.


SPHERIS INC: Oracle Fights $75M Sale to MedQuist, CBay
------------------------------------------------------
Bankruptcy Law360 reports that Oracle America Inc. has objected to
the $75 million proposed sale of Spheris Inc. to MedQuist Inc. and
CBay Inc., saying it wants the court to deny any provision that
would allow for the unauthorized transfer of its software.

Spheris Inc. received approval from the U.S. Bankruptcy Court for
the District of Delaware for a sale process where MedQuist Inc.
and CBay Inc., portfolio companies of CBaySystems Holdings
Ltd., would be the lead bidder at an auction.

An auction will be held on April 13, if competing bids are
received by April 8.  The Debtor will present the results of the
auction at a hearing on April 15.

Subsidiaries of CBAy are under contract to buy the assets of
Spheris for $75.25 million, absent competing bids for the assets.
CBay will obtain ownership of substantially all of the assets of
the Debtors, except, among other things, substantially all
avoidance claims or causes of auctions available under Chapter 5
of the Bankruptcy Code.

CBay will receive a break-up fee of $2.1 million and expense
reimbursement of up to $375,000, in the event the Debtors closed a
deal with another buyer.

                        About Spheris Inc.

Based in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is a global provider of clinical
documentation technology and services.

Spheris Inc., along with five affiliates, filed for Chapter 11 on
Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352).  Attorneys at
Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher
LLP represent the Debtors in their Chapter 11 effort.  Jefferies &
Company serve as financial advisors to the Debtors.  Attorneys at
Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as
counsel to the prepetition and DIP lenders.  Garden City Group
Inc. is claims and notice agent.  The petition says that assets
range from $50,000,001 to $100,000,000 while debts range from
$100,000,001 to $500,000,000.


STRATUS TECHNOLOGIES: S&P Assigns 'B-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to Maynard, Mass.-based Stratus
Technologies Inc. The outlook is stable.

At the same time, S&P assigned Stratus' proposed $215 million
senior secured notes a 'B-' rating, with a recovery rating of '3',
indicating its expectation for meaningful recovery (50%-70%)
recovery in the event of a payment default.  Bermuda-based Stratus
Technologies Bermuda Ltd. is the parent of the company, owning
100% of Stratus.  Stratus and its parent are co-issuers and co-
guarantors of the proposed notes.  The company will use the note
proceeds to refinance existing debt and pay related fees and
expenses.  The parent and Stratus will also be amending its
second-lien notes (approximately $77 million), which S&P does not
rate.

"The rating reflects Stratus' niche position in a highly
competitive global server market, challenging prospects for near-
term revenue growth, and a highly leveraged financial profile,"
said Standard & Poor's credit analyst Martha Toll-Reed.  A
significant base of more stable and recurring service revenues and
consistently profitable operations partially offset those factors.
With 30 years of operating history, Stratus is a provider of high
availability solutions and related services for mission-critical
applications.


SUNOVIA ENERGY: Posts $3.2 Million Net Loss in Q2 Ended January 31
------------------------------------------------------------------
Sunovia Energy Technologies, Inc., filed its quarterly report on
Form 10-Q, showing a net loss of $3,239,146 on $755,725 of revenue
for the three months ended January 31, 2010, compared to a net
loss of $3,483,433 on $280,089 of revenue for the same period
ended January 31, 2009.

The Company's balance sheet as of January 31, 2010, showed
$7,456,220 in assets, $2,602,961 of debts, and $4,853,259 of
stockholders' equity.

Bobbitt, Pittenger & Company, P.A., in Sarasota, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern after reviewing the Company's consolidated financial
statements for the three and six months ended January 31, 2010,
and 2009.  The independent auditors noted that of the Company's
losses of $8,028,744 and $6,395,450 for the six months ended
January 31, 2010, and 2009, respectively.

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

                 http://researcharchives.com/t/s?5be9

Sarasota, Fla.-based Sunovia Energy Technologies, Inc. is
developing, designing, and integrating photovoltaic solar cells
into products for incident management, energy efficient
advertising, and low-cost durable solar modules for easy
installation and incremental upgrading of capacity.  The Company
is also developing and selling environmentally responsible, energy
efficient lighting products that are based on the latest and most
efficient light emitting diode (LED) technologies.


SYNTHEMED INC: Eisner LLP Raises Going Concern Doubt
----------------------------------------------------
On March 22, 2010, SyntheMed, Inc., filed its annual report on
Form 10-K for the year ended December 31, 2009.

Eisner LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has experienced recurring net
losses, limited revenues and cash outflows from operating
activities and does not have sufficient cash or working capital to
meet anticipated requirements through 2010.

The Company reported a net loss of $4,103,000 on $360,000 of
revenue for the year ended December 31, 2009, compared to a net
loss of $4,404,000 on $181,000 of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$3,331,000 in assets, $428,000 of debts, and $2,903,000 of
stockholders' equity.

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

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

Iselin, N.J.-based SyntheMed, Inc., is a biomaterials company
engaged in the development and commercialization of innovative and
cost-effective medical devices for therapeutic applications.  The
Company's products and product candidates, all of which are based
on its proprietary, bioresorbable polymer technology, are
primarily surgical implants designed to prevent or reduce the
formation of adhesions (scar tissue) following a broad range of
surgical procedures.  The Company's lead product, REPEL-CV(R)
Bioresorbable Adhesion Barrier, is a bioresorbable film designed
to be placed over the surface of the heart at the conclusion of
cardiac surgery to reduce the formation of post-operative
adhesions.


TLC VISION: Judge Gross Declines to Appoint Equity Committee
------------------------------------------------------------
netDockets reports that Judge Kevin Gross of the U.S. Bankruptcy
Court for the District of Delaware has entered an order denying a
request by the holders of 12% of TLC Vision (USA) Corporation's
equity for the appointment of an Official Committee of Equity
Security Holders in TLC Vision's bankruptcy cases.

The equity holders that filed the motion are Strategic Turnaround
Opportunity Fund, L.P., Strategic Turnaround Equity Partners, L.P.
(Cayman), Rexon Galloway Capital Growth, LLC, Trinad Capital
Master Fund Ltd., Red Oak Fund, L.P., Pinnacle Fund, LLLP, Bruce
Galloway Rollover IRA, Sara Galloway Rollover IRA, Gary Herman
IRA, Inventron, Ltd. (Energy), Lorraine Herman, and Larry
Hopfensinger.  According to netDockets, they had asserted that
appointment of an equity committee was appropriate because "it is
clear that the Debtors' 700 equity holders are in the money."

netDockets relates that Judge Gross held that the legal standard
for appointment of an equity committee is a showing by a
preponderance of the evidence that (i) "there is a substantial
likelihood that [equity holders] will receive [a] meaningful
distribution in the case under a strict application of the
absolute priority rule, and (ii) [equity holders] are unable to
represent their interests without an official committee."  (citing
Exide Tech. v. State of Wisconsin Investment Board, 2002 WL
32332000 (D. Del. Dec 23, 2002)).  He further noted that equity
holders seeking an official committee bear a "heavy" burden of
proof because appointment of an equity committee is
"'extraordinary relief' that should be the 'rare exception.'"
(citing In re Spansion, Inc., 2009 Bankr. LEXIS 3958 (Bankr. D.
Del. Dec. 18, 2009)).

Applying those standards to the TLC Vision equity holders'
request, netDockets continues, Judge Gross held that Strategic
Turnaround et al., had failed to meet the burden, stating that
Strategic Turnaround et al., "provided no evidence to support
their claim" and, further, that "[m]ere speculation without
evidence as to the enterprise value of the Debtors' ongoing
operations fails to carry the burden of proof."  He further held
that the interests of equity holders "are adequately represented
in these cases" and that the Official Committee of Unsecured
Creditors "has proven to be a particularly capable and effective
advocate."  Judge Gross also described the cost to TLC Vision's
bankruptcy estates of appointing an official equity committee now
as "enormous" because the equity holders "waited approximately two
months before raising the matter with the Court . . . and [the
bankruptcy cases] have now reached the stage that adding an equity
committee to the negotiations would be counter-productive."

                         About TLCVision

TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TRIUMPH GROUP: S&P Puts 'BB' Rating on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Rating Services said it has placed its ratings
on Wayne, Pennsylvania-based Triumph Group Inc., including the
'BB' corporate credit rating, on CreditWatch with negative
implications.

The action reflects the proposed acquisition of Vought Aircraft
Industries Inc. (B/Watch Pos/--; see the related release on Vought
published) by Triumph for $1.44 billion, which includes
$525 million in cash, refinancing of Vought's existing debt, and
about $460 million in Triumph's stock.  Triumph expects to fund
the transaction with a combination of current and new credit
facilities and other financings.

Pro forma debt to pro forma adjusted EBITDA was about 3.2x as of
Dec. 31, 2009.  The ratio worsens considerably to about 4.5x once
Vought's substantial underfunded pensions and other benefit plan
liabilities and modest operating leases of both companies are
added to debt.  S&P expects material debt reduction from
internally generated cash flows over the next several years.

"Although the proposed transaction would increase Triumph's
financial risk, it also would improve noticeably the firm's
competitive business position," said Standard & Poor's credit
analyst Roman Szuper.  The transaction would add Vought's
complementary capabilities as a leading manufacturer of
aerostructures for commercial, military, and business jet
aircraft.  The purchase would also broaden Triumph's program and
customer diversity.

Triumph is a diversified supplier to the aerospace and defense
industry, serving original equipment manufacturers, military,
airlines, and air cargo carriers.  The combined company will have
about $3.1 billion in revenues.

S&P's review will focus on Triumph's financial policy, cash
generation, anticipated debt reduction, strengthened business risk
profile, and industry conditions.


TRIUMPH GROUP: Vought Aircraft Deal Cues Moody's Ba2 Rating Review
------------------------------------------------------------------
Moody's Investors Service has placed the ratings of Triumph Group,
Inc., including the Ba2 Corporate Family and Probability of
Default ratings, and the Ba3 senior subordinated notes rating on
review for possible downgrade following the company's announcement
of its agreement to acquire Vought Aircraft Industries, Inc. from
The Carlyle Group for cash and stock totaling $1.44 billion,
including the retirement of Vought debt.  Post-closing, Carlyle
will own approximately 31% of the outstanding stock of Triumph.
Triumph expects to fund the transaction with a combination of new
and existing credit facilities, with an expected closing of July
2010 subject to regulatory and shareholder approvals.

In a related action the ratings of Vought have been affirmed,
including the company's B2 CFR and PDR, Ba2 senior secured
facility and B3 unsecured notes rating.  It is anticipated that
upon closing of the proposed transaction, Vought's debt will be
retired and the company's ratings will be withdrawn.

Moody's review will focus on the strategic business fit of the two
companies with consideration of customer concentration and
platform mix, implication of the much larger organization and
revenue base, and potential operational synergies.  Further, the
review of the consolidated financial profile will examine 1) the
projected liquidity position, 2) the cash flow generation
capabilities of the combined companies, and 3) the pro-forma
leverage profile with its higher debt level, and particularly,
implications of Vought's sizeable underfunded pension position.

The company's Speculative Grade Liquidity rating has been
downgraded to SGL-2 from SGL-1, which while recognizing Triumph's
strong liquidity profile, incorporates consideration of the
proposed financing arrangements which will include some usage of
existing cash and borrowings under an expanded revolving credit
facility.

These ratings/assessments have been placed on review for possible
downgrade:

* Corporate Family Rating, Ba2;
* Probability of Default Rating, Ba2;
* $175 million senior subordinated notes, Ba3 (LGD4, 67%).

This rating has been downgraded:

* Speculative Grade Liquidity Rating, to SGL-2 from SGL-1.

The last rating action for Triumph Group was on November 4, 2009,
when the company's Ba2 CFR, Ba3 senior subordinated note rating,
and stable outlook were assigned.

Triumph Group, Inc., headquartered in Wayne, PA, designs,
manufactures, repairs and overhauls aircraft components, such as
hydraulic, mechanical and electromechanical control systems,
aircraft and engine accessories, structural components and
assemblies, non-structural composite components, APUs, avionics
and aircraft instruments.  The company's customers include OEMs of
commercial, regional, business and military aircraft and aircraft
components, as well as commercial and regional airlines and air
cargo carriers.  Revenue for the LTM period ended 12/31/09 was
approximately $1.25 billion.


UAL CORP: Lost $40 Million from U.S. Winter Storms
--------------------------------------------------
United Air Lines, Inc. disclosed that winter storms that occurred
in February 2010 cost it $40 million in revenue, ranking first
among U.S. carriers that reported weather-related revenue losses,
The Associated Press reports.  US Airways, Inc. reported losing
$30 million, Continental Airlines, Inc. $25 million and Southwest
$15 million, AP says.

The storms caused the cancellation of several thousand flights,
which stretch from Washington to New York, AP notes.

However, the storms had the reverse effect in increasing revenue
per available seat mile, AP discloses.  That's because with some
passengers rebooking on other flights, there were fewer empty
seats, AP adds.

                       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: Seeks Clarification on Use of Federal Grants
------------------------------------------------------
United Air Lines, Inc. wants the U.S. Department of Transportation
to prohibit any use of some federal grants made to small
communities to subsidize lower fare competition against existing
service offered by United or other carriers, Andrew Compart of the
Aviation Week reports.

United's move came after the DOT awarded $1 million to Huntsville,
Alabama and $500,000 to Knoxville, Tennessee under a Small
Community Air Service Development Program, Mr. Compart discloses.
Mr. Compart relates that Huntsville has said and Knoxville has
indicated that each might use its grant money to subsidize new
low-fare service to Baltimore/Washington Airport, which service
United currently offers.

In a letter sent to the DOT on March 1, 2010, United sought
clarification on the use of the federal grants that would be
inconsistent with the DOT's policies and would be prohibited, Mr.
Compart says.  If DOT does not do so, it should explain why,
United said in its March 1 Letter, Mr. Compart relates.

As early as October 2, 2009, United already wrote to the DOT about
the then Huntsville and Knoxville applications for grants, Mr.
Compart says.  United's concerns, however did not stop the DOT
from awarding grants to the communities, Mr. Compart relates.

                       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: Names Dana Sacks as VP for Human Resources
----------------------------------------------------
UAL Corporation, parent company of United Air Lines, Inc.
announced that it has named Dana Sacks vice president - Human
Resources Partners and Talent Acquisition.  Ms. Sacks will be
responsible for leading the HR support team for the company's
business leaders and for talent acquisition.

Most recently Ms. Sacks served as vice president of Human
Resources for PepsiAmericas.  In her time there she held a variety
of human resources leadership positions with responsibility for HR
strategic planning, merger and acquisition activities,
organization design, succession planning and
leadership development for their International Business Unit.

Prior to PepsiAmericas, Ms. Sacks held HR leadership roles at
Tellabs, Platinum Technology and Amoco Corporation.  Ms. Sacks
will report to Marc Ugol, senior vice president - Human Resources.

"Having Dana join the team reinforces our commitment to further
driving a performance culture, and to attracting and retaining a
highly talented workforce," said Mr. Ugol.  "We continue to invest
in developing a world class Human Resources organization to help
drive our business performance."

                       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.


VISTEON CORP: D. Kempner, et al, Disclose 7.29% Stake
-----------------------------------------------------
In a 13D filing with the U.S. Securities and Exchange Commission
dated March 9, 2010, Davidson Kempner Partners, Brigade Capital
Management LLC, Plainfield Asset Management LLC and their related
entities and persons -- the Reporting Persons -- disclosed that
they are deemed to beneficially own, in the aggregate, 9,500,000
shares of Visteon Corporation common stock.

The Reporting Persons acquired their shares of Visteon stock for
investment purposes through various transaction dates.  They note
that paid these aggregate amounts to acquire the Visteon shares:

    Davidson Kempner Filing Persons       $2,905,883
    Brigade Filing Persons                $1,608,236
    Plainfield Filing Persons               $252,000

The aggregate number of shares of Visteon stock owned by the
Reporting Persons represents 7.29% of the 130,324,581 shares
outstanding of Visteon as of February 22, 2010.

The Reporting Persons and their specific Visteon shares
beneficially owned are:

                                              Shares
                                           Beneficially  Equity
Entity                                       Owned      Stake
------                                    ------------  ------
Davidson Kempner Partners                      300,000   0.23%
Davidson Kempner Institutional Partners        630,000   0.48%
M.H. Davidson & Co.                             54,000   0.04%
Davidson Kempner International, Ltd.           702,000   0.54%
Davidson Kempner Distressed
  Opportunities Fund LP                       1,362,000   1.05%
Davidson Kempner Distressed Opportunities
  International Ltd.                          2,952,000   2.27%
MHD Management Co.                             300,000   0.23%
MHD Management Co. GP, LLC                     300,000   0.23%
M.H. Davidson & Co. GP, LLC                     54,000   0.04%
Davidson Kempner Advisers Inc.                 630,000   0.48%
Davidson Kempner International Advisors LLC    702,000   0.54%
DK Group LLC                                 1,362,000   1.05%
DK Management Partners LP                    2,952,000   2.27%
DK Stillwater GP LLC                         2,952,000   2.27%
Thomas L. Kempner, Jr.                       6,000,000   4.60%
Stephen M. Dowicz                            6,000,000   4.60%
Scott E. Davidson                            6,000,000   4.60%
Timothy I. Levart                            6,000,000   4.60%
Robert J. Brivio, Jr.                        6,000,000   4.60%
Eric P. Epstein                              6,000,000   4.60%
Anthony A. Yoseloff                          6,000,000   4.60%
Avram Z. Friedman                            6,000,000   4.60%
Conor Bastable                               6,000,000   4.60%
Brigade Capital Management, LLC              2,600,000   2.00%
Brigade Leveraged Capital Structures Fund    2,600,000   2.00%
Donald E. Morgan, III                        2,600,000   2.00%
Plainfield Asset Management LLC                900,000   0.69%
Plainfield OC Master Fund Limited              225,000   0.17%
Plainfield Liquid Strategies Master Fund        45,000   0.03%
Plainfield Special Situations Master Fund      630,000   0.48%
Max Holmes                                     900,000   0.69%

The Reporting Persons executed a joint Form 13D filing with the
SEC as they insist that they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934.  The Reporting Persons formed an Ad Hoc
Committee of Visteon's stockholders to evaluate and assert the
rights of Visteon's equity holders, Thomas L. Kempner, Jr.,
executive managing member of Davidson Kempner Partners, relate.

The Reporting Persons aver that they have been monitoring
Visteon's bankruptcy cases, and that they may seek to influence
the outcome of these cases for the purpose of attempting to
protect and maximize stockholder value.

In this light, the Reporting Persons relate that they approved a
letter to be sent to the Board of Directors of Visteon on
March 8, 2010, seeking that the Board convene a meeting with the
Ad Hoc Committee and its advisors.

The "Davidson Kempner Filing Persons" consist of Davidson Kempner
Partners; Davidson Kempner Institutional Partners, L.P.; M.H.
Davidson & Co.; M.H. Davidson & Co. GP, L.L.C; Davidson Kempner
International, Ltd.; Davidson Kempner Distressed Opportunities
Fund LP; Davidson Kempner Distressed Opportunities International
Ltd.; MHD Management Co.; MHD Management Co. GP, L.L.C.; Davidson
Kempner Advisers Inc.; Davidson Kempner International Advisors,
L.L.C.; DK Group LLC; DK Management Partners LP; DK Stillwater GP
LLC; Thomas J Kempner, Jr.; Stephen M Dowicz; Scott E Davidson;
Timothy L Levari; Robert J Brivio, Jr.; Eric P. Epstein; Anthony
A Yoseloff; Avram Z. Friedman; and Conor Bastable.

The "Brigade Filing Persons" consist of Brigade Capital
Management, LLC; Brigade Leveraged Capital Structures Fund Ltd.
and Donald E Morgan, III.

The "Plainfield Filing Persons" consist of Plainfield Asset
Management LLC; Plainfield Special Situations Master Fund II
Limited; Plainfield Liquid Strategies Master Fund Limited; and
Plainfield OC Master Fund Limited and Max Holmes.

        D. Kempner May Acquire 6.8MM Add'l Visteon Shares

In a related filing, Davidson Kempner submitted a declaration to
the U.S. Bankruptcy Court for the District of Delaware dated
March 10, 2010, notifying Judge Sontchi that it currently has
beneficial ownership of 6 million shares of Visteon Corporation
common stock.

Davidson Kempner further related that it is, at present time,
considering the purchase, acquisition, or accumulation of not
more than 6.8 million additional shares of Visteon common stock.
Davidson Kempner clarified that at the present time, it is not a
party to any agreement to purchase the common stock.

If Davidson Kempner acquires 6.8 million additional shares of
Visteon stock, it will have beneficial ownership of 12.8 million
shares of Visteon stock after that transfer becomes effective and
will be a "Substantial Shareholder."

                    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: Patrick Li Discloses 4.75% Equity Stake
-----------------------------------------------------
In a 13D filing with the U.S. Securities and Exchange Commission,
Patrick Li disclosed that he is deemed to beneficially own
6,190,675 shares of common stock of Visteon Corporation as of
March 3, 2010.

Mei Qui and He Yi each possess sole power to vote 3,095,337.5
shares of Mr. Li's Visteon stock.

The shares directly owned by Mr. Li constitutes 4.75% of the
shares outstanding of Visteon Corp., based on Visteon's
130,400,00 total shares outstanding as of September 9, 2009.

                    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: Kirkland Bills $3.86-Mil. for Sept.-Nov. Work
-----------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, Kirkland
& Ellis LLP seeks payment of interim fees for $4,857,696 and
reimbursement of expenses for $115,380 for the period from
September 1, 2009, through November 30, 2009.  Kirkland & Ellis
serves as the Debtors' counsel.

The Debtors certified to the Court that no objections were filed
as to Rothschild Inc.'s monthly fee application for September
2009.  The Debtors further certified to the Court that they
received no objection as to Pachulski Stang Ziehl & Jones LLP's
fee application for the period from September 1 to November 30,
2009.

In a separate filing, Chanin Capital Partners LLC seeks payment
of fees, totaling $150,000, and reimbursement of expenses for
$1,879 for the period from January 1 to 31, 2010.  Chanin Capital
serves as the restructuring and financial advisor of the Official
Committee of Unsecured Creditors.

The Committee certified to the Court that no objections were
asserted as to Chanin Capital's monthly fee application for
December 2009.

                    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)


VOUGHT AIRCRAFT: S&P Puts 'B' Rating on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Rating Services said it has placed its ratings
on Irving, Texas-based Vought Aircraft Industries Inc., including
the 'B' corporate credit rating, on CreditWatch with positive
implications.

The action reflects the proposed acquisition of Vought by higher-
rated Triumph Group Inc. (BB/Watch Neg/--; see the related release
on Triumph published) for $1.44 billion, which includes
$525 million in cash, refinancing of Vought's existing debt, and
about $460 million of Triumph's stock.

Vought is a leading manufacturer of aerostructures for commercial,
military, and business jet aircraft.  Triumph is a diversified
supplier to the aerospace and defense industry serving original
equipment manufacturers, military, airlines, and air cargo
carriers.  The combined company will have about $3.1 billion in
revenues.

Upon closing of the transaction, S&P could withdraw Vought's
ratings if its debt is refinanced as S&P currently expects.


WISE METALS: To Hold Conference Call on March 31
------------------------------------------------
Wise Metals Group said it will have a conference call on March 31,
2010, to report its year end results for 2009.

The Company has amended its senior secured revolving credit
agreement to provide for, among other things, an extension of the
maturity date of the facility to May 5, 2011.  The extension was
approved by all lenders, including The Teachers' Retirement System
of Alabama and The Employees' Retirement System of Alabama.

                      About Wise Metals Group

Wise Metals Group LLC is a holding company formed for the purpose
of managing the operations of Wise Alloys LLC, Wise Recycling LLC,
Listerhill Total Maintenance Company LLC and Alabama Electric
Motor Services LLC.  Wise Alloys LLC manufactures and sells
aluminum can stock and related aluminum products primarily to
aluminum can producers.  Wise Recycling LLC is engaged in the
recycling and sale of scrap aluminum and other non-ferrous metals.
Listerhill Total Maintenance Company LLC specializes in providing
maintenance, repairs and fabrication to manufacturing and
industrial plants all over the world ranging from small onsite
repairs to complete turn-key maintenance.  Alabama Electric Motor
Services LLC specializes in the service, repair, and replacement
of electric motors and pumps.

                           *     *     *

The Company's balance sheet for Sept. 30, 2009, showed
$463.3 million in total assets, $556.0 million in total current
liabilities, $166.7 in total non-current liabilities, and
$89.9 million in redeemable preferred membership interest for a
$349.3 million in total stockholders' deficit.


W.R. GRACE: Submits Fourth Set of Plan Modifications
----------------------------------------------------
The Plan Proponents -- consisting of W.R. Grace & Co., and its
debtor-affiliates, the Official Committee of Equity Security
Holders, the Official Committee of Asbestos Personal Injury
Claimants and the Future Asbestos PI Claims Representative --
submitted to the U.S. Bankruptcy Court for the District of
Delaware a fourth set of modifications to the First Amended Joint
Plan of Reorganization.

The Fourth Set of Plan Modifications, dated March 19, 2009, covers
modifications that are either technical in nature -- including
correcting typographical or similar errors.  The 4th Set of Plan
Modifications have also been made in order to comply with various
settlements reached between the Plan Proponents and certain plan
objectors to resolve outstanding objections to confirmation of the
Plan, Theodore M. Freedman, Esq., at Kirkland & Ellis LLP, in New
York, relates.

The Fourth Set of Plan Modifications includes the substantial
modification of the insurance neutrality language of the Plan
pursuant to a stipulation dated December 31, 2009, between the
Plan Proponents and certain Insurers.  The Plan Modifications also
call for the modification of the definition of "Indirect PI Trust
Claim" and addition of language to the Asbestos PI Trust
Distribution Procedures to make clear that Section 502(e) of the
Bankruptcy Code cannot be applied to Indirect Personal Injury
Trust Claims and Indemnified Insurer TDP Claims, as defined in the
Asbestos PI Trust Distribution Procedures, pursuant to a
stipulation dated February 5, 2010, between the Debtors and
certain Insurers, says Mr. Freedman.

Mr. Freedman relates that pursuant to a stipulation between the
Plan Proponents, Seaton Insurance Company and OneBeacon America
Insurance Company, dated February 15, 2010, the Plan was also
modified to:

  (a) add certain defined terms that pertain to Seaton and
      OneBeacon;

  (b) add language to, among other things, make clear that the
      indemnified parties in the Sealed Air Corporation
      agreement are not released from any direct contractual
      indemnification obligations they may have to OneBeacon
      under the 1996 CD Agreement, as defined in the Plan;

  (c) clarify the reservations from the injunction for the
      benefit of holders of Grace-Related Claims to provide that
      Seaton can only assert a Grace-Related Claim based on a
      1996 Unigard Agreement, and OneBeacon can only assert a
      Grace-Related Claim with respect to the 1996 CU Agreement,
      as defined in the Plan;

  (d) add Section 8.5.4 to the Plan to describe certain
      reservations from the Injunction for the benefit of
      OneBeacon; and

  (e) clarify the Debtors' obligations to indemnify and hold
      harmless the Sealed Air Indemnified Parties, particularly
      with respect to OneBeacon based on or arising under the
      1996 CU Agreement.

A stipulation was also reached between the Plan Proponents,
Continental Casualty Company and Continental Insurance Company
dated March 19, 2010, by which the Plan was modified to:

  (a) add certain defined terms that pertain to CNA;

  (b) add certain language to make clear that the Sealed Air
      Indemnified Parties are not released from contractual
      indemnification obligations and hold harmless obligations
      for which they are directly obligated to CNA and that
      arise directly under the CNA/Old Grace Delaware 5/20/97
      Settlement Agreement, as defined in the Plan, except to
      the extent that the obligation gives rise to, is based on,
      arises out of, or otherwise relates to any asbestos claim;

  (c) add Section 8.5.3 to the Plan containing a reservation
      from the Successor Claims Injunction, as defined in the
      Plan, for the benefit of CNA; and

  (d) clarify the Debtors' obligations to indemnify and hold
      harmless the Sealed Air Indemnified Parties, particularly
      with respect to CNA based upon or arising under any of the
      CNA/Old Grace Delaware Settlement Agreements, with respect
      to environmental claims asserted by Kaneb or Hatco
      Environmental Claims, as defined in the Plan.

In addition, Section 5.14 was added to the Asbestos PI TDP to make
clear that the claims of BNSF Railway Company seeking
indemnification from Grace based upon an alleged contractual
indemnity obligation will be channeled to the Asbestos PI Trust.
If entitled to payment, BNSF will be paid by the Asbestos PI Trust
in accordance with procedures under the Asbestos PI TDP.

The Asbestos PI TDP was also modified to indicate that the
Alternate Dispute Resolution Procedures will be developed by the
Trustees of the Asbestos PI TDP with the consent of the Trust
Advisory Committee established pursuant to the Asbestos Trust
Agreement and the Future Claimants Representative.  Once
developed, the ADR Procedures will be created and become a part of
the Asbestos PI TDP, Mr. Freedman explains.

According to Mr. Freedman, no new settlements relating to Asbestos
Claims have been filed since the Third Set of Modifications to the
Plan, which was filed on December 16, 2009.  However, the Schedule
of Asbestos Claims has been modified to:

  * delete the "conditional upon the Approval Order becoming
    final" language for three agreements related to (i) AG de
    1830 Compagnie Beige d' Assurances Generales Incendie
    Accidents et Risques Divers S.A., now known as AG Insurance,
    (ii) Allianz SE, formerly known as Allianz
    Aktiengesellschaft, Allianz S.p.A., formerly known as
    Riunione Adriatica di Sicurta S.p.A., and (iii) Zurich
    Insurance Company because the Approval Order as to each of
    those Agreements is now a Final Order; and

  * add the conditional language as to Arrowood/Royal since the
    Royal Order is on appeal.

A full-text copy of the summary of the Fourth Set of Modifications
to the Plan is available at no charge at:

    http://bankrupt.com/misc/WRGrace_4thPlanModifications.pdf

The Debtors also submitted to Judge Judith K. Fitzgerald an
updated and amended chart summarizing the requirements for the
confirmation of, and enlisting remaining objections to, the Plan.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Resolves CNA Objections on Sealed Air Releases
----------------------------------------------------------
W.R. Grace & Co., Inc., the Official Committee of Asbestos
Personal Injury Claimants, the Asbestos PI Future Claimants'
Representative and the Official Committee of Equity Security
Holders as Plan Proponents, and Continental Casualty Company and
Continental Insurance Company, as insurers, agreed to resolve the
injunction provisions relating to Sealed Air Corporation.

CNA objected to the confirmation of the Plan, asserting, among
other things, that the release of non-debtor Sealed Air
Corporation under the Successor Claims Injunction, as defined in
the Plan, (i) enjoins CNA's claims against Sealed Air, and (ii)
improperly releases and enjoins contractual indemnification claims
that CNA has against Sealed Air, including indemnification claims
arising from environmental coverage claims.

The Parties specifically agreed to make certain modifications to
the Plan to resolve the Sealed Air Release and Injunction
Objections.  The Plan Modifications, as it relates to the Parties'
stipulation, provide:

  * the addition of defined terms "CNA," "CNA/Old Grace Delaware
    5/30/97 Settlement Agreement," "CNA/Old Grace Delaware
    Settlement Agreements," "CNA Post-Trial Brief" and "Kaneb;"

  * that the Plan does not release the Sealed Air Indemnified
    Parties from any contractual indemnification and hold
    harmless obligations for which the Sealed Air Indemnified
    Parties are directly obligated to CNA and that arise
    directly under the CNA/Old Grace Delaware 5/30/97 Settlement
    Agreement, except to the extent that any obligation relates
    to any asbestos claim;

  * the addition of Section 8.5.3 to the Plan, containing a
    reservation from the Successor Claims Injunction for the
    benefit of CNA;

  * the addition of language which provides that the Debtors'
    obligations to indemnify, defend, and hold harmless the
    Sealed Air Indemnified Parties will "survive" confirmation
    and the Debtors' discharge, and will remain fully effective
    and enforceable after the effective date of the Plan.

The Debtors have agreed to use good faith efforts to obtain
releases from Kaneb Pipeline Operating Partnership in favor of the
Debtors' insurers -- including CNA -- with respect to claims
arising from an oil pipeline, and adjoining property located at
Otis Air Force Base in Sandwich, Massachusetts.

Pursuant to the Stipulation, and contingent on the Plan
confirmation, CNA agrees that its objections with respect to
Sealed Air Release and Injunction under the Plan will be deemed
withdrawn.

The Plan, as amended in accordance with the Stipulation, is not
confirmed by the Bankruptcy Court and the U.S. District Court for
the District of Delaware, or any order confirming the Plan as so
amended is overturned on appeal.  CNA's withdrawal of the Sealed
Air Release and Injunction Objections will be a nullity and of no
force or effect, and CNA will have the right to raise any and all
objections to any new or modified plan that is proposed by the
Debtors or any other party.

CNA will remain a party to the Insurance Neutrality Stipulation,
as defined in the Plan.  However, the CNA Objections relating to
the insurance neutrality stipulation "are now withdrawn."  No
change or modification of the Plan will alter the rights of CNA
under the Stipulation unless agreed to in writing by all the
Parties.

               Parties Stipulate to Allow Claims

The Plan Proponents reached separate a stipulation with National
Union Fire Insurance Company of Pittsburgh, PA to resolve portions
of National Union's Claim No. 18508 for $2,553,216.   The Claim
consists of:

  (i) $78,908 for legal fees and expenses in connection with the
      bonds under certain agreements with Reaud, Morgan & Quinn,
      Inc., and Environmental Litigation Group, P.C., arising
      after September 30, 2007;

(ii) $59,583 for additional amounts claimed owing for premiums
      on the RMQ bonds; and

(iii) $2,414,720 in amounts claimed owing for premiums arising
      under a Tennessee surety bond.

Plan Proponents assert that under the Plan, the Allowed Claim and
the portions of the New National Union Claim relating to the RMQ
Bonds are to be classified as Class 6 Asbestos PI Claims under the
Plan.  National Union insisted that the RMQ Bonds portion of the
Claim must be treated as Class 9 General Unsecured Claim.

The Stipulation specifically provides that:

  * the Tennessee Bond portion of Claim NO. 18508 will be
    allowed for $2,417,720 as a Class 9 General Unsecured Claim
    under the Plan;

  * the RMQ Bonds portion of the Claim will be reduced to
    $121,942, and will not bear or pay interest of any kind; and

  * all other amounts reflected in Claim no. 18508 will be
    disallowed and expunged.

Separately, the Plan Proponents settled Claim no. 9553 filed by
Longacre Master Fund, Ltd., and Longacre Capital Partners (QP),
L.P., by allowing it for a reduced amount of $8,825,416.  The
Claim will not bear or pay interest of any kind.

Longacre, as successor-in-interest to Insurance Company of
Pittsburgh, PA, originally filed Claim No. 9553 in the Debtors'
cases for $9,806,018.  Longacre objected to the confirmation of
the Plan, asserting that Claim No. 9553 should be classified as a
Class 9 General Unsecured Claim under the Plan, as opposed to the
Debtors' assignment of the Claim as a Class 6 Asbestos PI Claim.

Pursuant to the Stipulations, National Union and Longacre agree to
(i) withdraw all of their objections to the Plan, (ii) take no
further actions of any nature that may hinder, delay, or oppose
the action of the Plan Proponents in seeking confirmation of the
Plan, and (iii) not oppose the entry of an order confirming the
Plan.

The Parties further agree that pursuant to Rule 408 of the Federal
Rules of Evidence, the Stipulations may not be used as proof of
liability or classification with respect to any claims other than
Claim Nos. 18508 and 9553.

                 Documents Filed Under Seal

Anderson Memorial Hospital filed under seal its response to the
Debtors' opposition to its request for their full and complete
answers during deposition in relation to the Plan.  Separately,
OneBeacon America Insurance Company and Seaton Insurance Company
also filed under seal an exhibit supporting their request to take
judicial notice of certain documents and facts.

                       *     *     *

The Court ruled that the request of Jonathan Lee Riches to
intervene in the Phase II Confirmation Hearing as a creditor in
the Debtors' cases "is stricken."  Judge Fitzgerald noted that Mr.
Riches did not file a response to the Court's directive for him to
show cause for his Motion.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Proposes 2010-2012 Incentive Plan
---------------------------------------------
W.R. Grace & Co. and its debtor-affiliates ask Judge Judith K.
Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware to approve the Grace 2010-2012 Long-Term Incentive Plan
for certain key employees, as part of the Debtors' ongoing long-
term incentive compensation program.

The Court had previously authorized the Debtors to implement the
long-term incentive plans in the Debtors' Chapter 11 cases for
management and other key employees of the Debtor selected to
participate:

  Date of Order           Period of LTIP
  -------------           --------------
  August 26, 2002         2002-2004 LTIP
  March 26, 2003          2003-2005 LTIP
  June 9, 2004            2004-2006 LTIP
  July 13, 2005           2005-2007 LTIP
  July 24, 2006           2006-2008 LTIP
  August 29, 2007         2007-2009 LTIP
  August 26, 2008         2008-2010 LTIP
  April 22, 2010          2009-2011 LTIP

The Debtors' long-standing, ongoing strategy for its long-term
incentive program necessitates that a renewed LTIP be implemented
each calendar year, with no more than three LTIPs in effect in any
year.  Thus, upon the Court's approval of the 2010-2012 LTIP, the
2008-2010 LTIP, the 2009-2011 LTIP, and the 2010-2012 LTIP will
each be active in 2010, Theodore Freedman, Esq., at Kirkland &
Ellis LLP, in New York, relates.

The aggregate targeted award value of the 2009-2011 LTIP will be
$15.5 million, including the chief executive officer of the
Debtors, which will be distributed to Key Employees in the form of
(i) targeted cash payout opportunities and (ii) options covering
shares of common stock of the Debtors' parent corporation, W. R.
Grace & Co.

With respect to a 2010-2012 LTIP award for any specific Key
Employee, the Debtors' management will exercise discretion to
determine the percentage split between the value of the targeted
cash award and the value of options granted for Grace Stock.  This
means that the allocation of the total value awarded to some Key
Employees will be more heavily weighted towards awards of options
for Grace Stock, while others will be more heavily weighted
towards targeted cash payout opportunities, as determined by
Debtors' management, Mr. Freedman says.

In no event will the total targeted cash award opportunities under
the 2010-2012 L TIP exceed 50% of the $15.5 million aggregate
targeted award value, or $7.75 million, Mr. Freedman clarifies.

If earned, the aggregate cash awards under the 2010-2012 LTIP will
not exceed:

  Year Targeted        Cash Payout Maximum      Cash Payout
  -------------        -------------------     --------------
      2012                $2.53 million         $2.53 million
      2013                $5.22 million        $12.47 million
                       -------------------     --------------
     Total                $7.75 million        $15.5 million

Cash awards to Key Employees, if earned, will be made in one-third
and two-thirds installments in 2012 and 2013, which continues the
cash payout practice applicable to the prior Chapter 11 LTIPs,
according to Mr. Freedman.

The performance criteria for the cash awards portion of the 2010-
2012 LTIP are essentially the same as the provisions of the 2009-
2011 LTIP in these respects:

  (a) Business performance for cash awards is measured on a
      three-year performance period, commencing with 2010.

  (b) The applicable compounded annual three-year growth rate in
      core earnings before interest and taxes or EBIT to achieve
      a cash payment of 1 00% of the 2009-2011 LTIP target award
      will be 6% per annum.  Core EBIT for the three-year period
      is adjusted for changes in pension expense and LTIP
      expense.

  (c) Partial payouts for EBIT growth rates between 0% and 6%
      will be implemented on a straight-line basis.

  (d) The amount of the 2010-2012 LTIP cash payments will be
      increased at EBIT compounded annual growth rates in excess
      of the 6%, up to a maximum of 200% of the Base Target Cash
      Award at an annual compounded EBIT growth rate of 25%.

  (e) Cash payouts, if earned, will occur in 113 and two-third
      installments in early March following years two and three
      of the LTIP.  The 113 installment following year two is
      limited to one-third of the Base Targeted Cash Award.

  (f) Cash payout adjustments for a "significant acquisition"
      and a "significant divestiture" applicable to the
      calculation of cash awards under the immediately prior
      Chapter 11 LTIPs will also apply to cash awards under the
      2010-2012 LTIP.

The portion of $15.5 million aggregate targeted award value that
is not allocated to cash award opportunities for Key Employees,
will be awarded to Key Employees in the form of options on Grace
Stock.   The value of an option on a share of Grace Stock granted
under the 2010-2012 LTIP will be calculated by dividing the price
of a share of Grace Stock on the award date  by the applicable
Black Scholes factor, as defined in the LTIP, Mr. Freedman says.

Mr. Freedman discloses that currently, the number of shares of
Grace Stock available for option grants of options under the Plan
equals approximately 1.359 million.  The grants will be awarded
under the Grace 2000 Stock Incentive Plan, which was authorized
and approved by the Court in 2001.

Under the 2010-2012 LTIP, the Debtors anticipate utilizing all
remaining authority under the Plan, including granting options
covering approximately 1.359 million shares of Grace Stock.  In no
event, will the total number of shares covered by grants under the
2010-2012 L TIP exceed the remaining authority under the Plan.

The "strike price" of the stock options awarded under the 2010-
2012 LTIP will be the price of Grace Stock as of the award date.
One-third of the awarded stock options would vest in 2011, one-
third would vest in 2012, and the remaining one-third would vest
in 2013, each on the anniversaries of the award date. The stock
options would generally be exercisable for a period of five years
after grant.

Adjusting the Program for the 2010-2012 L TIP so that the Debtors'
management has the discretion to weight the total value of an
award to any specific Key Employee more heavily towards options on
Grace Stock will allow management to more effectively align the
interests of Key Employees with the interests of the Debtors'
shareholders and other stakeholders, Mr. Freedman contends.

Furthermore, implementing the 2010-2012 LTIP maximizes the value
of the Debtors' estates and furthering the Debtors' efforts to
successfully reorganize during the remaining period of the Chapter
11 process, by promoting the motivation and retention of Key
Employees.

The Debtors must provide sufficient incentives to motivate and
retain a critical mass of their high-performing employees in
sufficient numbers during the remaining pendency of the Debtors'
chapter 11 cases to maximize the likelihood of a successful
restructuring, Mr. Freedman tells Judge Fitzgerald.

The Court will convene a hearing on April 19, 2010, to consider
the Debtors' request.  Objections, if any, must be filed by
March 26.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Proposes Kaye Scholer as IP Counsel
-----------------------------------------------
W.R. Grace & Co., and its units ask the U.S. Bankruptcy Court to
allow them to employ Kaye Scholer LLP as their special counsel for
intellectual property matters.

According to Theodore Freedman, Esq., at Kirkland & Ellis LLP, in
New York, Kaye Scholer is qualified to render services as
intellectual property counsel to the Debtors because of the firm's
knowledge of the Debtors' business.  Kaye Scholer also has a
wealth of experience relating to intellectual property counseling,
prosecution and litigation for Grace, as well as expertise in the
field of intellectual property law and litigation, he adds.

Mr. Freedman says the scope of services provided by Kaye Scholer,
currently an ordinary course professional retained in these
bankruptcy cases, includes the rendering of legal opinions and the
provision of other intellectual property law legal services to the
Debtors for the benefit of the Debtors' continuing business
operations.

Mr. Freedman relates that Kaye Scholer has, from time to time,
agreed to conduct searches, prosecute applications, render
opinions, file oppositions, cancellations and other litigations
for the Debtors on matters involving intellectual property law,
which may relate, among others, to:

  * whether the Debtors' trademarks or copyrights, or particular
    uses of such trademarks and copyrights, may infringe the
    intellectual property of third parties; and

  * whether the trademarks or copyrights alleged by third
    parties to be infringed by Grace's intellectual property are
    valid under applicable trademark and copyright laws.

In addition, the Debtors have also been consulting with Kaye
Scholer on a wide range of issues relating to intellectual
property law, including advice in connection with:

  (i) the preparation and filing of trademark and copyright
      applications;

(ii) the preparation of agreements and other legal instruments
      relating to intellectual property;

(iii) allegations by third parties that the Debtors may have
      infringed upon intellectual property of those third
      parties; and

(iv) administrative proceedings in the United States
      Patent and Trademark Office.

The Kaye Scholer professional who will be rendering the Kaye
Scholer IP Services for the Debtors is John P. Rynkiewicz, Esq.,
who will be paid based on his hourly rate of $567.  Mr. Rynkiewicz
will also be reimbursed for his out-of-pocket expenses.

Mr. Rynkiewicz assures Judge Fitzgerald that his firm is a
"disinterested person" as that term is defined under Section
101(14) of the Bankruptcy Code.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Standard & Poor's Says 264 Global Defaults Set New Records
------------------------------------------------------------
Standard & Poor's says that 2009 set many new records in terms of
global corporate default and transition performance.  There were
264 defaults globally, the highest annual total since its database
began in 1981.  The rated debt amount affected by these defaults
reached $627.7 billion, also a series high. Distressed exchanges
featured prominently as a trigger, accounting for 39% of defaults
globally and 55% of total debt affected by defaults.

Credit degradation among nondefaulting issuers was widespread and
pronounced, especially in the first half of 2009, with the
percentage of issuers downgraded during the course of the year
reaching 18.34%, the highest rate in 29 years.  There were 3.85
downgrades for every upgrade, the worst ratio on record.  In
addition, the average number of notches recorded among downgrades
rose in 2009 to 1.76, a pace unmatched since 2002.

Financials featured disproportionately among issuers that
experienced downgrades of seven or more notches.  Meanwhile,
global speculative-grade default rates -- expressed as a
percentage of the issuer count -- rose to levels that, though not
unprecedented, had not been seen since 1991, driven by trends in
the U.S.

At the end of December 2009, speculative-grade default rates rose
to 10.93% in the U.S. compared with 7.5% in Europe, 5.90% in the
emerging markets, 7.5% in Asia-Pacific, and 9.35% in an assorted
grouping of other developed markets.  In all regions, default
rates in 2009 outpaced the long-term averages.  If all rated
entities are included, the global default rate rose to 3.99% in
2009 from 1.72% a year earlier.  Meanwhile, the investment-grade
default rate fell to 0.32% in 2009 from 0.41% in 2008.

This study includes industrials, utilities, financial institutions
(which includes banks, brokerages, asset managers, and other
financial entities), and insurance companies around the world with
long-term local-currency ratings.  All default rates reported are
calculated on an issuer-weighted basis.

Notwithstanding the record number of defaults, the Gini ratio -- a
key measure of the relative ability of ratings to differentiate
risk -- rose to 82.7% in 2009 from an all-time low of 64.9% a year
earlier.  For the entire 29-year time horizon, the average one-
year Gini was 82.07%.  The high Gini ratio for 2009 indicates that
ratings ably differentiated between defaulters and nondefaulters
in a year characterized by very high defaults. By sector, 11 out
of 13 sectors recorded default rates that were in excess of the
long-term weighted averages.  The only two sectors that failed to
pierce the mean in 2009 were utilities and insurance.  Broken out
by rating, we note that nine out of 17 rating categories recorded
default rates that were in excess of the long-term average.

A copy of the report, which contains a list of the Companies that
have defaulted in 2009, is available for free at:

                 http://researcharchives.com/t/s?5c0e


* S&P Says Rushed Bankruptcy Exits Can Hurt Credit Quality
----------------------------------------------------------
According to Reuters, Standard & Poor's said that companies'
decision to hasten their exit from bankruptcy is creating credit
quality risk.

"While hastened restructurings may be to the advantage of some
investors in bankrupt companies, they may also increase the risk
that the emergence will be short-lived," S&P said, according to
Reuters.

An increasing numbers of companies are turning prepackaged or
prearranged bankruptcies.  Prepack or prepack bankruptcies allow
companies drastically cut costs, reduce concerns about the
company's longevity and allow the company to quickly cut debt, S&P
said.

But S&P warned that some companies may still hold too much debt,
citing decorative lighting company Generation Brands, formerly
known as Quality Home Brands Holdings LLC [QTYHB.UL], as an
example.  S&P assigned Generation Brands, which emerged 53 days
following its bankruptcy filing, a low-speculative-grade CCC+
corporate rating.

"In our view, many of the quick fixes that we have seen effected
through restructurings, either in court or out of court, may be
highly susceptible to another downturn," said S&P, Reuters
reports.


* Law360 Calls Akin Gump's Philip Dublin as Rising Star
-------------------------------------------------------
At 37 years old, Akin Gump Strauss Hauer & Feld LLP's Philip
Dublin has managed to forge a cohesive group out of disparate
creditors in the bankruptcy of global chemical maker Chemtura
Corp. - just part of the reason he earned a place among Law360's
10 bankruptcy attorneys under 40 to watch.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Jamestown Properties, LLC
   Bankr. Ariz. Case No. 10-06992
      Chapter 11 Petition Filed March 16, 2010
         Filed As Pro Se

In Re Brian C. Dudley
   Bankr. C.D. Calif. Case No. 10-17456
     Chapter 11 Petition Filed March 16, 2010
         See http://bankrupt.com/misc/cacb10-17456.pdf

In Re Hans Gregory Wood
        aka Greg Wood
   Bankr. C.D. Calif. Case No. 10-17475
     Chapter 11 Petition Filed March 16, 2010
         See http://bankrupt.com/misc/cacb10-17475.pdf

In Re Joey L. Lamb, D.D.S., P.C.
   Bankr. N.D. Ga. Case No. 10-67716
     Chapter 11 Petition Filed March 16, 2010
         See http://bankrupt.com/misc/ganb10-67716.pdf

In Re Louis Jones Enterprises, Inc.
   Bankr. N.D. Ill. Case No. 10-11375
     Chapter 11 Petition Filed March 16, 2010
         See http://bankrupt.com/misc/ilnb10-11375.pdf

In Re Metal Classics, Inc.
        fka Koch Originals, Inc.
   Bankr. S.D. Ind. Case No. 10-70397
     Chapter 11 Petition Filed March 16, 2010
         See http://bankrupt.com/misc/insb10-70397.pdf

In Re Beyers Furniture Store, Inc.
   Bankr. E.D. Mich. Case No. 10-31421
     Chapter 11 Petition Filed March 16, 2010
         See http://bankrupt.com/misc/mieb10-31421p.pdf
         See http://bankrupt.com/misc/mieb10-31421c.pdf

In Re Woodstock Management Corp.
   Bankr. E.D. Pa. Case No. 10-11952
     Chapter 11 Petition Filed March 16, 2010
         See http://bankrupt.com/misc/paeb10-11952.pdf

In Re Jose A. Lopez Roig
        aka Tito Lopez Roig
   Bankr. Puerto Rico Case No. 10-02023
     Chapter 11 Petition Filed March 16, 2010
         See http://bankrupt.com/misc/prb10-02023.pdf

In Re Southern Development Group, LLC
   Bankr. M.D. Tenn. Case No. 10-02806
     Chapter 11 Petition Filed March 16, 2010
         See http://bankrupt.com/misc/tnmb10-02806.pdf

In Re Bostic Ford Sales, Inc.
   Bankr. W.D. Va. Case No. 10-70628
     Chapter 11 Petition Filed March 16, 2010
         See http://bankrupt.com/misc/vawb10-70628p.pdf
         See http://bankrupt.com/misc/vawb10-70628c.pdf

In Re Dale Dolin Trucking, Inc.
   Bankr. S.D. W.Va. Case No. 10-20259
     Chapter 11 Petition Filed March 16, 2010
         See http://bankrupt.com/misc/wvsb10-20259.pdf

In Re KDC Bindery Services, LLC
   Bankr. Ariz. Case No. 10-07284
     Chapter 11 Petition Filed March 17, 2010
         See http://bankrupt.com/misc/azb10-07284.pdf

In Re Saguaro Gold, Inc.
   Bankr. Ariz. Case No. 10-07310
     Chapter 11 Petition Filed March 17, 2010
         See http://bankrupt.com/misc/azb10-07310.pdf

In Re Juan Esteban Alfaro
      Monica Miriam Alfaro
        aka Miriam Campos de Alfaro
   Bankr. C.D. Calif. Case No. 10-19966
     Chapter 11 Petition Filed March 17, 2010
         See http://bankrupt.com/misc/cacb10-19966.pdf

In Re Arthur Pritchard
   Bankr. N.D. Calif. Case No. 10-42917
      Chapter 11 Petition Filed March 17, 2010
         Filed As Pro Se

In Re 2010 Boston Avenue, LLC
   Bankr. Conn. Case No. 10-50593
      Chapter 11 Petition Filed March 17, 2010
         Filed As Pro Se

In Re Robert Faine, D.D.S., P.A.
   Bankr. S.D. Fla. Case No. 10-16744
     Chapter 11 Petition Filed March 17, 2010
         See http://bankrupt.com/misc/flsb10-16744.pdf

In Re Robert Faine
   Bankr. S.D. Fla. Case No. 10-16746
      Chapter 11 Petition Filed March 17, 2010
         See http://bankrupt.com/misc/flsb10-16746.pdf

In Re 222 West Monument LLC
   Bankr. Md. Case No. 10-15542
      Chapter 11 Petition Filed March 17, 2010
         Filed As Pro Se

In Re Chester Mazzoni
      Rebecca Mazzoni
   Bankr. E.D. Mich. Case No. 10-48479
     Chapter 11 Petition Filed March 17, 2010
         See http://bankrupt.com/misc/mieb10-48479p.pdf
         See http://bankrupt.com/misc/mieb10-48479c.pdf

In Re Kenneth Schmidt
      Lindsay Schmidt
         fka Lindsay Michele Cowan
   Bankr. Nev. Case No. 10-14322
     Chapter 11 Petition Filed March 17, 2010
         See http://bankrupt.com/misc/nvb10-14322.pdf

In Re CSJ Associates Inc.
        dba Elite Auto Salon
   Bankr. N.J. Case No. 10-17818
      Chapter 11 Petition Filed March 17, 2010
         Filed As Pro Se

In Re Jade Terrace, LLC
   Bankr. S.D. N.Y. Case No. 10-11372
     Chapter 11 Petition Filed March 17, 2010
         See http://bankrupt.com/misc/nysb10-11372.pdf

In Re Ran Oil Company East, LLC
   Bankr. S.D. N.Y. Case No. 10-22507
     Chapter 11 Petition Filed March 17, 2010
         See http://bankrupt.com/misc/nysb10-22507.pdf

In Re The Herald Printing Company
   Bankr. N.D. Ohio Case No. 10-61033
     Chapter 11 Petition Filed March 17, 2010
         See http://bankrupt.com/misc/ohnb10-61033.pdf

In Re Donald Robert Knight
      Marilyn Broome Knight
   Bankr. S.C. Case No. 10-01913
     Chapter 11 Petition Filed March 17, 2010
         See http://bankrupt.com/misc/scb10-01913.pdf

In Re Gyro-Trac (USA), Inc.
   Bankr. S.C. Case No. 10-01908
     Chapter 11 Petition Filed March 17, 2010
         See http://bankrupt.com/misc/scb10-01908.pdf

In Re Gyro-Trac West Coast, Incoporated
   Bankr. S.C. Case No. 10-01909
      Chapter 11 Petition Filed March 17, 2010
         See http://bankrupt.com/misc/scb10-01909.pdf

In Re Signature Jewelers, Inc.
   Bankr. M.D. Tenn. Case No. 10-02848
     Chapter 11 Petition Filed March 17, 2010
         See http://bankrupt.com/misc/tnmb10-02848.pdf

In Re American Safety Services, Inc.
        dba American Production Services
   Bankr. W.D. Texas Case No. 10-70087
     Chapter 11 Petition Filed March 17, 2010
         See http://bankrupt.com/misc/txwb10-70087.pdf

In Re Athanasios III, LLC
   Bankr. Utah Case No. 10-23202
      Chapter 11 Petition Filed March 17, 2010
         Filed As Pro Se

In Re Electronic Plus Outlet, Inc.
   Bankr. E.D. Va. Case No. 10-11991
     Chapter 11 Petition Filed March 17, 2010
         See http://bankrupt.com/misc/vaeb10-11991.pdf

In Re James Frank Kennedy, Jr.
   Bankr. E.D. Va. Case No. 10-31824
     Chapter 11 Petition Filed March 17, 2010
         See http://bankrupt.com/misc/vaeb10-31824.pdf

In Re Wild West Cars and Trucks Inc.
   Bankr. W.D. Wash. Case No. 10-12930
     Chapter 11 Petition Filed March 17, 2010
         See http://bankrupt.com/misc/wawb10-12930.pdf

In Re Sierra Vista Diner, LLC
   Bankr. Ariz. Case No. 10-07456
     Chapter 11 Petition Filed March 18, 2010
         See http://bankrupt.com/misc/azb10-07456.pdf

In Re Sandra J. Scher
        dba Flower by Scher Design
   Bankr. C.D. Calif. Case No. 10-20001
      Chapter 11 Petition Filed March 18, 2010
         Filed As Pro Se

In Re T & C Restaurant Group, Inc.
         dba At My Place
   Bankr. C.D. Calif. Case No. 10-17777
     Chapter 11 Petition Filed March 18, 2010
         See http://bankrupt.com/misc/cacb10-17777.pdf

In Re Paloma Avenue, LLC
   Bankr. N.D. Calif. Case No. 10-10934
     Chapter 11 Petition Filed March 18, 2010
         See http://bankrupt.com/misc/canb10-10934.pdf

In Re Baker Anderson Christie, Inc.
   Bankr. Del. Case No. 10-10928
     Chapter 11 Petition Filed March 18, 2010
         See http://bankrupt.com/misc/deb10-10928.pdf

In Re CRDE Corp.
        fka ATS Universal, LLC
        fka Medical People Health Corp.
   Bankr. Del. Case No. 10-10929
      Chapter 11 Petition Filed March 18, 2010
         See http://bankrupt.com/misc/deb10-10929.pdf

In Re Proverbs 21:13, LLC
        dba Cabell's American Bar & Grill
   Bankr. N.D. Fla. Case No. 10-40242
      Chapter 11 Petition Filed March 18, 2010
         See http://bankrupt.com/misc/flnb10-40242.pdf

In Re SP Investments, H, LLC
   Bankr. S.D. Ind. Case No. 10-03543
      Chapter 11 Petition Filed March 18, 2010
         See http://bankrupt.com/misc/insb10-03543.pdf

In Re John Glen Kuntz
   Bankr. Mont. Case No. 10-60501
      Chapter 11 Petition Filed March 18, 2010
         See http://bankrupt.com/misc/mtb10-60501.pdf

In Re Travis Alan Kuntz
   Bankr. Mont. Case No. 10-60500
      Chapter 11 Petition Filed March 18, 2010
         See http://bankrupt.com/misc/mtb10-60500.pdf

In Re Next Generation Technology, Inc.
   Bankr. S.D. N.Y. Case No. 10-11416
      Chapter 11 Petition Filed March 18, 2010
         See http://bankrupt.com/misc/nysb10-11416.pdf

In Re Heavy Transport, Inc.
   Bankr. Puerto Rico Case No. 10-02119
      Chapter 11 Petition Filed March 18, 2010
         See http://bankrupt.com/misc/prb10-02119.pdf

In Re J&L Properties, LLC
   Bankr. N.D. Ala. Case No. 10-81114
     Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/alnb10-81114.pdf

In Re Calin Rus
      Augusta Rus
   Bankr. Ariz. Case No. 10-07534
     Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/azb10-07534.pdf

In Re Kyle Mark Mccain
      Lindsay Marie Mccain
   Bankr. Ariz. Case No. 10-07544
     Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/azb10-07544.pdf

In Re Samuel Michael McCline
      Ellanita Liani McCline
   Bankr. Ariz. Case No. 10-07586
     Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/azb10-07586.pdf

In Re T-Bone Steakhouse, Inc.
   Bankr. Ariz. Case No. 10-07587
     Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/azb10-07587.pdf

In Re Two Guys Auto Center, LLC
   Bankr. Ariz. Case No. 10-07673
     Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/azb10-07673.pdf

In Re Westside Dental
        dba Smile Fitness Dental Center
   Bankr. Ariz. Case No. 10-07581
     Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/azb10-07581.pdf

In Re David Lack
   Bankr. C.D. Calif. Case No. 10-11315
     Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/cacb10-11315.pdf

In Re David Lack General Contractor Inc, a Corporation
         dba Lack Construction
   Bankr. C.D. Calif. Case No. 10-11314
     Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/cacb10-11314.pdf

In Re Kerrys Medical, Inc.
   Bankr. E.D. Calif. Case No. 10-26818
     Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/caeb10-26818.pdf

In Re Aum Shree of Tampa, LLC
        fdba Choice Hotels
        dba Comfort Inn
   Bankr. M.D. Fla. Case No. 10-06231
      Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/flmb10-06231.pdf

In Re The Living Truth Ministries, Inc.
        aka The Living Truth Christian Center
        aka Living Truth Evangelistic
        aka Central Florida Mass
        aka The Living Truth Ministry
   Bankr. M.D. Fla. Case No. 10-02227
     Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/flmb10-02227.pdf

In Re Simien & Simien, L.L.C.
   Bankr. M.D. La. Case No. 10-10365
      Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/lamb10-10365.pdf

In Re Bedford Town Condominium Association
        aka The Marylander
   Bankr. Md. Case No. 10-15831
      Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/mdb10-15831.pdf

In Re B.K.V., Inc.
        dba Tello's
   Bankr. Mass. Case No. 10-12855
      Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/mab10-12855.pdf

In Re Progressive Fitness & Recreation LLC
        dba Nitro Fitness
   Bankr. N.J. Case No. 10-18177
      Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/njb10-18177.pdf

In Re Carolina Mailboxes, Inc.
   Bankr. W.D. N.C. Case No. 10-30755
      Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/ncwb10-30755.pdf

In Re Miller Dental Associates Inc.
   Bankr. N.D. Ohio Case No. 10-31711
      Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/ohnb10-31711.pdf

In Re Young's Bakery
   Bankr. W.D. Pa. Case No. 10-21914
      Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/pawb10-21914.pdf

In Re White House Builders' Lumber & Supply, LLC
        dba White House Home Center
   Bankr. M.D. Tenn. Case No. 10-02979
      Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/tnmb10-02979.pdf

In Re Librado's Enterprises, L.L.C.
   Bankr. W.D. Texas Case No. 10-51031
      Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/txwb10-51031.pdf

In Re Everett MRI & Diagnostic Center, LLC
   Bankr. W.D. Wash. Case No. 10-13057
      Chapter 11 Petition Filed March 19, 2010
         See http://bankrupt.com/misc/wawb10-13057.pdf

In Re Vintage Properties, LLC
   Bankr. D.C. Case No. 10-00264
      Chapter 11 Petition Filed March 19, 2010
         Filed As Pro Se

In Re Alfredo Melero Amado
   Bankr. Puerto Rico Case No. 10-02159
      Chapter 11 Petition Filed March 20, 2010
         See http://bankrupt.com/misc/prb10-02159.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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