TCR_Public/100326.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, March 26, 2010, Vol. 14, No. 84

                            Headlines

360NETWORKS INC: Creditors Lose Bid to Get Dreier Artworks
ACCESS PHARMACEUTICALS: Whitley Penn Raises Going Concern Doubt
ALERIS INT'L: $690 Million Rights Offering Gets Go Signal
ALERIS INT'L: Hilco Completes Sale of Aluminum Foil Plant
ALERIS INT'L: Modified Plan Offers 50% to Unsecureds

ALION SCIENCE: Inks Pact with Credit Suisse on Sale of 12% Notes
ALL LAND INVESTMENTS: Plan Confirmation Hearing Set for April 27
AMBAC FINANCIAL: Regulator Assumes Control of Troubled Contracts
AMBAC FINANCIAL: May Seek Bankruptcy Protection
AMBAC FINANCIAL: Clients May Receive 25% in Cash

AMERICA'S SUPPLIERS: MalongBailey LLP Raises Going Concern Doubt
AMERICAN LOCKER: Santa Monica Partners Holds 8.3% of Common Stock
AMR CORP: Sees $4.9 Billion Cash Balance at End of Q1
ARIZONA EQUIPMENT: Installment-Payment Plan Confirmed by Court
ANTHRACITE CAPITAL: Al Togut Serves as Chapter 7 Trustee

BASS PRO: S&P Assigns Corporate Credit Rating at 'BB-'
BEAR MOUNTAIN: Gets Creditor Protection Under CCAA
BERNARD MADOFF: Owes $984,280 in Sales Tax to New York State
BIV RETAIL: Foreclosure Sale to Close by Month's End
BOSQUE POWER: Files for Chapter 11 Bankruptcy in Texas

BRIDGEVIEW AEROSOL: Exclusivity Period Extended Until April 30
BRIDGEVIEW AEROSOL: Cash Collateral Hearing Set for April 1
BUFFETS HOLDINGS: Seeking Replacement $250-Mil. Term Loan
BWAY CORP: S&P Changes Outlook to Positive; Affirms 'B+' Rating
C BEAN: Section 341(a) Meeting Scheduled for May 6

C BEAN: Asks for Court's Nod to Use Cash Collateral
C BEAN: Taps Doerner Saunders as Bankruptcy Counsel
C BEAN: Wants to Hire Smith Cohen as Co-Counsel
C BEAN: Wants May 15 Extension of Schedules Filing Deadline
CALIFORNIA: Increases Size of Taxable Bond Sale to $3.4 Billion

CAROLINA FIRST: S&P Affirms 'B+/B' Counterparty Credit Ratings
CITIGROUP INC: Treasury Mulls Sale of 27% Stake
COACHMEN INDUSTRIES: Annual Shareholders' Meeting on April 29
CONSOL ENERGY: S&P Downgrades Corporate Credit Rating to 'BB'
CRESCENT RESOURCES: Sending Plan to Creditors for Voting

COOPER-STANDARD: Disclosure Statement Hearing to Resume Today
COOPER-STANDARD: Duff & Phelps Approved for Asset Valuation
COOPER-STANDARD: Plan Exclusivity Extended Until June 29
COOPER-STANDARD: Reaches $17.6MM Settlement With Cooper Tire
CRYOPORT INC: Enable Capital Holds 9.9% of Common Stock

CVR ENERGY: May Eventually Take Business Public, Moody's Says
DELPHI CORP: Automotive Posts $3 Million Loss for 2009
DELPHI CORP: CFO Sheehan to Resign Effective March 30
DELPHI CORP: DSRA Stopped From Pursuing Suit vs. GM
DELPHI CORP: Professionals Seek $371 Million in Final Fees

DELTA AIR: FS Technicians Reject Union Representation
DELTA AIR: Inks LaGuardia & Reagan Pact With US Airways
DELTA AIR: Reports February 2010 Traffic Results
DELTA AIR: Techops to Expand Services for Sun Country
DESERT CAPITAL: Hancock Askew Raises Going Concern Doubt

DREIER LLP: 360networks Creditors Lose Bid to Get Artworks
DRESSER-RAND GROUP: Moody's Gives Pos. Outlook; Keeps 'Ba3' Rating
DUBAI WORLD: To Get $9.5-Bil. Bailout From Dubai Government
DUBAI WORLD: Met with Creditors on $26-Bil. Debt Plan
ENNIS HOMES: Wants Access to Creditors Cash for April Expenses

EXTENDED STAY: To Seek Nod of Starwood Investment Pact on April 8
FANNIE MAE: Sec. Geithner Rules Out Nationalization
FREDDIE MAC: Sec. Geithner Rules Out Nationalization
FILI ENTERPRISES: Can Use BofA Cash Collateral Through April 11
FINLAY ENTERPRISES: Coles Resigns as Chief Restructuring Officer

FRONTIER COMMUNICATIONS: Fitch Retains Positive Watch on Ratings
GENERAL MOTORS: To Make $1-Bil. Loan Repayment on Wednesday
GENERAL GROWTH: Beachwood Place, 4 Others Win Plan Confirmation
GENERAL GROWTH: Finalizes Deals; Reorganization Plan Expected
GENERAL GROWTH: Miller Buckfire May Deliver Fairness Opinion

GENERAL GROWTH: Simon to Sweeten Offer, Lines Up Financing
GMAC INC: Sells Factoring Business to Wells Fargo
GREAT ATLANTIC: Senior VP Jennifer MacLeod to Leave Company
HAYES LEMMERZ: Howell Can Sell Michigan Facility to Lucy Road
HEALTHSOUTH CORP: Shares Initial Observation for 1st Qtr 2010

HOLLYWOOD MOTION: Files Bankruptcy Exit Plan
HOVNANIAN ENTERPRISES: Stockholders Okay Amended Incentive Plan
INTERSTATE HOTELS: S&P Withdraws 'CCC+' Corporate Credit Rating
INSIGHT HEALTH: S&P Downgrades Rating on $315 Mil. Notes to 'CC'
JAPAN AIRLINES: Establishes Compliance Investigation Panel

JAPAN AIRLINES: Releases January Traffic Data
JAPAN AIRLINES: TWU Calls for Antitrust Immunity for AMR Deal
JOURNAL REGISTER: Shareholder Lacks Standing to Appeal Plan
KEYSTONE AUTOMOTIVE: S&P Puts B- Corp. Credit Rating on Watch Neg.
KT TERRAZA: Section 341(a) Meeting Scheduled for April 22

LAKE AT LAS VEGAS: Unsecureds to Receive 4.5% Under Plan
LANDMARK VALLEY: Can Borrow $60,000 for House Construction
LEHMAN BROTHERS: Examiner to Unveil Players in Lehman Auction
LEHMAN BROTHERS: Settles Tax Disputes With IRS For $125M
LENOX CONDOMINIUM: Section 341(a) Meeting Scheduled for April 21

LINN ENERGY: S&P Affirms Corporate Credit Rating at 'B+'
LIONS GATE: S&P Puts 'B-' Corp. Rating on CreditWatch Negative
LOCAL TV: S&P Retains 'B-' Rating on First-Lien Credit Facilities
LUXURY VENTURES: Payment to Landlord Wasn't Preferential
LYONDELL CHEMICAL: Parent Prices $2.275-Bil. Sr. Secured Notes

MAGUIRE PROPERTIES: Posts $335.9-Mil. Net Loss for Dec. 31 Qtr.
MAMMOTH CORONA: Amended Plan Outline Hearing Set for April 21
MAMMOTH CORONA: Cash Collateral Hearing Slated for April 21
MAXIM CRANE: Moody's Assigns Corporate Family Rating at 'B3'
MAXIM CRANE: S&P Assigns Corporate Credit Rating at 'B'

MAXKO PETROLEUM: Trustee Wins $1.1 Mil. from Defaulting Bidders
MDRNA INC: KPMG Raises Going Concern Doubt
MERVYN'S LLC: Target Losses Bid to Dismiss Creditors' Lawsuit
METALS USA: Plans to Raise $200,000,000 in IPO
METRO-GOLDWYN-MAYER: Lions Gate Drops Out of Bidding

METRO-GOLDWYN-MAYER: Creditors Say Current Offers Too Low
MIDWAY GAMES: Receives Approval of Disclosure Statement
MOVIE GALLERY: To Pay $7.8-Mil. of Hollywood Studios' Claims
MPC COMPUTERS: Gateway Loses Bid to Force Chapter 7 Conversion
MSGI SECURITY: Enable Capital Holds 9.99% of Common Stock

MSGI SECURITY: Gruber & McBaine Holds 2.9% of Common Stock
MXENERGY HOLDINGS: Sempra Sole Holder of Class B Stock
NATIONAL CONSUMER: Thrift Supervision Deal Doesn't Move Ratings
NEW COMMUNICATIONS: Moody's Puts 'Ba2' Rating on $3.2 Bil. Notes
NEW YORK RACING: Racing Industry Rallies for New Casino Operator

NORTEL NETWORKS: $7 Mil. in Claims Change Hands March 2-11
NORTEL NETWORKS: Proposes More Work for Global IP
NORTEL NETWORKS: Wins OK for LinkLaters as U.K. Counsel
NUTRACEA INC: Creditors Object to More Plan Time
ONASNI PROPERTY: Relief from Stay Hearing Set for March 31

OVERSEAS SHIPHOLDING: S&P Assigns 'BB-' Rating on $300 Mil. Notes
PHARMANET DEVELOPMENT: Moody's Assigns 'B3' Rating on Senior Notes
PACIFIC ETHANOL: Calif. SC Approves Settlement With Socius CG
PHARMANET DEVELOPMENT: S&P Assigns 'B+' Corporate Credit Rating
PHILADELPHIA NEWSPAPERS: Seeks to Force Lenders to Extend DIP Loan

PLAINS EXPLORATION: Moody's Assigns 'B1' Rating on $300 Mil. Notes
PLAINS EXPLORATION: S&P Assigns 'BB-' Rating on $300 Mil. Notes
PREMIER GENERAL: Section 341(a) Meeting Scheduled for April 12
PROTOSTAR LTD: Creditors Appeal $5M Satellite Sale Bonuses
REGENT BROADCASTING: Files Schedules of Assets and Liabilities

REGENT COMMUNICATIONS: Has Access Lenders' Cash Until July 28
REGENT COMMUNICATIONS: Resilient Wants New Plan of Reorganization
RESERVE GOLF CLUB: Court Approves Plan of Reorganization
RITZ CAMERA: Closes Shop at Boscov Ahead of Schedule
RIVER WEST: to Reduce 45% of Administrative Overhead and Payroll

ROTHSTEIN ROSENFELDT: Levinson Jewelers Denies Knowledge of Fraud
RUMJUNGLE - LAS VEGAS: Sec. 341(a) Meeting Scheduled for April 22
RUMJUNGLE - LAS VEGAS: Files Schedules of Assets & Liabilities
RUMJUNGLE - LAS VEGAS: Taps Nancy Allf as Bankruptcy Counsel
RUMJUNGLE - LAS VEGAS: Wants Weinberg as Litigation Counsel

SANTA ANA: Fitch Affirms Low-B Ratings, Outlook Stable
SCHUCK-BAYMEADOWS: Taps GrayRobinson as Bankruptcy Counsel
SCHUCK-BAYMEADOWS: Section 341(a) Meeting Scheduled for April 14
SMURFIT-STONE: Aurelius Insists on Finance II Liquidation
SMURFIT-STONE: Aurelius Wants $200MM Claim Allowed for Voting

SMURFIT-STONE: Shareholders Want Recovery; IRS Wants Interest
SMURFIT-STONE: Wins Nod to Pay Arrangers of $650 Mil. Revolver
SOLUTIA INC: S&P Downgrades Rating on $1.15 Mil. Loan to 'BB-'
SPECIALTY PACKAGING: Can Hire Klehr Harrison as Co-Counsel
SPECIALTY PACKAGING: Can Hire Michael Musso as CRO

SPECIALTY PACKAGING: Gets Final Nod to Obtain DIP Financing
SPRINT NEXTEL: Panel Sets 2010 Objectives as Free Cash Flow
SQUARETWO FINANCIAL: Moody's Assigns 'B2' Corporate Family Rating
SQUARETWO FINANCIAL: S&P Assigns 'B' Counterparty Credit Rating
STARPOINTE ADERRA: Can Sell Condominium Unit 2083 for $288,000

STRATUS TECHNOLOGIES: Moody's Assigns 'B3' Corporate Family Rating
TITLEMAX HOLDINGS: Full-Payment Plan Set for April 12 Hearing
TLC VISION: Wins Approval of Disclosure Statement
TOPSPIN MEDICAL: Kost Forer Raises Going Concern Doubt
TRUMP ENTERTAINMENT: Court to Decide on Exit Plan by Mid-April

TRUVO SUBSIDIARY: Gets Consent to Commence Debt Restructuring
UAL CORP: Invests on 50 Widebody Aircraft to Reduce Costs
UAL CORP: Reports February 2010 Traffic Results
US FIDELIS: Sec. 341 Meeting Scheduled for April 5
US FIDELIS: U.S. Trustee Names 4-Member Creditors' Panel

VAUGHAN COMPANY: Founder Faces SEC Fraud Charges
VERIZON COMMS: S&P Puts Rating on New Comms. Sr. Unsec. Notes
VISTEON CORP: Equity Holders Claim Plan Ignores True Value
WOLVERINE TUBE: Amendment to Indenture With BNA is Effective
W.R. GRACE: BNSF Appeal on Royal Settlement Stayed

W.R. GRACE: Court Approves Fees for July-September
W.R. GRACE: Settles Asbestos Property Damage Claims
XERIUM TECHNOLOGIES: Reports $96.8-Mil. 4th Quarter Net Loss
XERIUM TECHNOLOGIES: To Decide on Restructuring Path by March 31

* Moody's: PE-Backed Firms Have High Defaults, Potential Recovery

* Greenberg Traurig's UK Unit Expands Restructuring Practice
* Kirkland's Labovitz Earns Spot on Law360's Lawyers to Watch

* BOOK REVIEW: Ten Cents on the Dollar, Or the Bankruptcy Game


                            *********


360NETWORKS INC: Creditors Lose Bid to Get Dreier Artworks
----------------------------------------------------------
Judge Jed S. Rakoff of the U.S. District Court for the Southern
District of New York denied a bid by the official committee of
unsecured creditors of 360networks (USA) Inc. to obtain possession
of artworks bought by Marc Dreier.

The 360networks Committee has alleged that it retained Dreier LLP,
to pursue preference actions for the benefit of the 360 Estates.
The Committee said that between October 2007 and November 2008,
Mr. Dreier stole and converted more than $50 million of preference
recovery funds that were held in trust for the Committee, at which
time a constructive trust over the funds was established for the
360 Estates' benefit.  The Committee asserted that Mr. Dreier's
purchases of various artworks are traceable to the preference
recoveries.

Federal prosecutors sought dismissal of the 360 Committee's bid,
arguing that the funds used to buy the artworks cannot in all
circumstances be traced to the preference recoveries.  The
Committee also argued that the victim restoration process under
the authority of the Attorney General entails the pro rata
distribution of forfeited property to Mr. Dreier's victims in
accordance with the amounts of their losses.

In a five-page decision, the Court held that to grant a
constructive trust in favor of the 360 Estates would be unfair
both to the other Dreier victims, whose funds were likewise stolen
in connection with a fiduciary relationship.

                          About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier has been charged by the
U.S. government for conspiracy, securities fraud and wire fraud
before the U.S. District Court for the Southern District of New
York (Manhattan) (Case No. 09-cr-00085-JSR).

Dreier LLP filed for Chapter 11 on December 16, 2008 (Bankr.
S.D.N.Y., Case No. 08-15051).  Judge Robert E. Gerber handles the
case.  Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP, has been retained as counsel.  The Debtor listed
assets between $100 million and $500 million, and debts between
$10 million and $50 million in its filing.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Chapter 11 estate of Dreier LLP, and Steven J. Reisman as post-
confirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that sent Mr. Dreier to
bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D. N.Y.,
Case No. 09-10371).

                        About 360networks

Headquartered in Vancouver, British Columbia, 360networks, Inc.
-- http://www.360.net/-- provides fiber optic communications
network products and services worldwide.  The company, together
with 22 affiliates, filed for chapter 11 protection on June 28,
2001 (Bankr. S.D.N.Y. Case No. 01-13721), obtained confirmation of
their plan on October 1, 2002, and emerged from chapter 11 on
November 12, 2002.  Alan J. Lipkin, Esq., and Shelley C. Chapman,
Esq., at Willkie Farr & Gallagher, represented the company in the
case.  Lawyers at Dreier LLP represented the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $6,326,000,000 in assets and
$3,597,000,000 in liabilities.


ACCESS PHARMACEUTICALS: Whitley Penn Raises Going Concern Doubt
---------------------------------------------------------------
On March 23, 2010, Access Pharmaceuticals, Inc., filed its annual
report on Form 10-K for the year ended December 31, 2009.

Whitley Penn LLP, in Dallas, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that of the Company's recurring losses from
operations, negative cash flows from operating activities and
accumulated deficit.

The Company reported a net loss of $17,340,000 on $352,000 of
revenue for the year ended December 31, 2009, compared with a net
loss of $34,431,000 on $291,000 of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$1,583,000 in assets and $28,572,000 of debts, for a stockholders'
deficit of $26,989,000.

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

                  http://researcharchives.com/t/s?5c1b

Dallas, Tex.-based Access Pharmaceuticals, Inc. is an emerging
biopharmaceutical company focused on developing a range of
pharmaceutical products primarily based upon its nanopolymer
chemistry technologies and other drug delivery technologies.  The
Company currently has one approved product, two products at Phase
2 of clinical development and several products in pre-clinical
development.


ALERIS INT'L: $690 Million Rights Offering Gets Go Signal
---------------------------------------------------------
Aleris International Inc. and its units obtained approval of a
commitment agreement underpinning a $690 million rights offering
to finance its reorganization plan.

The Court authorized the Debtors to:

  (i) enter into an Equity Commitment Agreement, which will be
      between Aleris International, Inc., certain investment
      funds and accounts managed by Oaktree Capital Management,
      L.P. and its affiliates, certain investment funds and
      accounts affiliated with Apollo Investment VII, L.P., and
      certain investment funds and accounts managed or advised
      by Sankaty Advisors, LLC the "Backstop Parties"; and

(ii) effectuate the contemplated transactions including, but
      not limited to, the payment by the Debtors of the
      Structuring Agreement Fee, the expenses of the
      Backstop Parties under the Equity Commitment Agreement,
      any amounts required to be paid pursuant to the
      indemnification provisions of the Equity Commitment
      Agreement, and the Termination Fee, on the terms and
      conditions set forth in the Equity Commitment Agreement.

In collaboration with the Backstop Parties, the Debtors have
formulated and are proposing a reorganization plan that provides
a recovery to unsecured creditors, a substantial investment of
new equity capital into the Debtors' businesses, a right-sizing
of the Debtors' capital structure, and a restructuring of the
Debtors' organization structure.

The Debtors' proposed Plan of Reorganization contemplates that
the reorganized Debtors will sell their assets to certain
"OpCos," entities established for the purposes of acquiring those
assets and operating the reorganized Debtors' businesses in the
future.  These entities will, in turn, be owned, directly or
indirectly, by ACH Intermediate Co., which will be owned by ACH1
Holding Co.

Among other things, the common stock of HoldCo will be
contributed to the OpCos, used by the OpCos as part of the
consideration paid to Reorganized Debtors for its assets, and
then distributed by the Debtors under the Plan to certain
creditors and participants in a Rights Offering pursuant to the
Plan.

Under the Plan, holders of U.S. Roll-Up Term Loan Claims,
European Roll-Up Term Loan Claims, and European Term Loan Claims
may participate in a Rights Offering of New Common Stock and
notes issued by IntermediateCo, by purchasing units consisting
of, in the aggregate, shares of New Common Stock and $45 million
of exchangeable notes issued by IntermediateCo.

The Rights Offering is expected to generate proceeds of up to
$690 million.  These proceeds will be used to fund distributions
under the Plan, pay certain other costs associated with the
Debtors' emergence from chapter 11, and ensure adequate liquidity
for the Debtors upon emergence from chapter 11.  The Rights
Offering is backstopped by the Backstop Parties pursuant to, and
subject to the terms and conditions of, the Equity Commitment
Agreement.

Under the Equity Commitment Agreement, the Backstop Parties have
committed to purchase, and the Debtors have agreed to sell, all
of the Subscription Units offered pursuant to the Rights
Offering, but not purchased by other creditors.  The Backstop
Parties are further investing by purchasing shares of
IntermediateCo Preferred Stock for $5 million.

A full-text copy of the Equity Commitment Agreement is available
for free at http://bankrupt.com/misc/Aleris_CommitmentAgmt.pdf

                    About Aleris International

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

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

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


ALERIS INT'L: Hilco Completes Sale of Aluminum Foil Plant
---------------------------------------------------------
Hilco Industrial, LLC, a distressed asset disposition and
acquisition company, and its joint venture partners, announced
the sale of an aluminum foil production facility, formerly owned
by Aleris International, a global producer of aluminum rolled and
extruded products, recycled aluminum, and specification alloys.

The plant, located in Three Rivers, Quebec, Canada, was purchased
by the joint venture from the estate of the bankrupt company for
$10.5 million.  Hilco then launched a worldwide marketing campaign
to sell the facility in its entirety.  An auction was staged on
March 10, 2010, which drew more than 200 bidders.  The winning bid
for the facility in its entirety was from an undisclosed buyer
located in the Peoples Republic of China.

                  About Hilco Industrial, LLC

Hilco Industrial provides industrial asset disposition services,
specializing in selling machinery, equipment and inventory
auctions and negotiated sales.  It sells the broad range of
industrial assets found in manufacturing, wholesale and
distribution companies through on-site, online and combination
"webcast" auction sale events as well as negotiated (private
treaty) sales.  Hilco Industrial is headquartered in Farmington
Hills, Michigan, and maintains offices in key cities in North
America and the United Kingdom.  It is a unit of Hilco Trading,
LLC, an international leader in asset valuation, acquisition,
disposition and advisory services.

                    About Aleris International

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

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

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


ALERIS INT'L: Modified Plan Offers 50% to Unsecureds
----------------------------------------------------
Aleris International Inc. and its debtor affiliates delivered to
the U.S. Bankruptcy Court for the District of Delaware their
modified First Amended Joint Plan of Reorganization and
Disclosure Statement on March 19, 2010.

The Modified First Amended Plan provides that the Reorganized
Debtors will only be liable for Indenture Trustees' Fees and
Expenses up to an aggregate amount of $1,000,000 for all series
of Debt Claims, and if the aggregate amount asserted exceed
$1,000,000, the Reorganized Debtors may, absent an agreement
among the Indenture Trustees, apply to the Bankruptcy Court for a
reasonable allocation of the amount payable.

Under the Modified Amended Plan, the Debtors estimate that more
than $23.5 million will be paid on account of prepetition,
unsecured claims, with possible recoveries to certain unsecured
creditors of up to 50%.

U.S. Debtors Class 5 consists of all General Unsecured Claims
other than Convenience Claims and Insured Claims.  Pursuant to
the Modified Amended Plan, on the Initial Distribution Date and
each Distribution Date until the Final Distribution Date, each
holder of an Allowed General Unsecured Claim will receive its Pro
Rata Share of $16.5 million in Cash minus the aggregate amount of
Cash previously received by the holder on the Initial
Distribution Date and each other Distribution Date.

The Backstop Parties have agreed with the Official Committee of
Unsecured Creditors that, if the Plan is confirmed, they will
waive any recovery with respect to Debt Claims held by the
Backstop Parties that constitute U.S. Term Loan Claims.  The
Debtors estimate that this waiver will reduce the amount of Debt
Claims participating in recoveries in Class 5 by approximately
$100 million.

Because holders of Allowed General Unsecured Claims other than
Debt Claims do not receive the benefit of the subordination
provisions relating to the Senior Subordinated Note Claims, if
the ultimate Allowed General Unsecured Claims total $163 million,
the Debtors estimate the recovery for Allowed General Unsecured
Claims other than Debt Claims to be 0.8%.

A full-text copy of the Modified Amended Plan is available for
free at http://bankrupt.com/misc/Aleris_Modified1stAmPlan.pdf

The Debtors also delivered to the Court exhibits to the Plan
containing:

  * Acquisition Agreement
  * Amendment to the Claims Settlement Guidelines
  * Contribution Agreement
  * Equity Commitment Agreement
  * Form of IntermediateCo Note Indenture
  * Terms of the IntermediateCo Preferred Stock
  * Form of Registration Rights Agreement
  * Form of Stockholders Agreement
  * Terms of the Amendment to European Term Loan Facility
  * Form of Amended and Restated Organizational Documents of
    Holdco, IntermediateCo, and the Reorganized Debtors

Full-text copies of the Exhibits are available for free at:

     http://bankrupt.com/misc/Aleris_PlanExhibits1.pdf

                     Solicitation Schedule

Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware formally signed on March 12, 2010, an order
approving Aleris International, Inc. and its debtor affiliate's
Disclosure Statement filed contemporaneously with their Chapter
11 Plan of Reorganization.

The Court will convene a hearing on May 13, 2010, to consider
confirmation of the Plan.  Deadline for filing objections to Plan
Confirmation is on April 29, 2010.

The Court has set April 29, 2010, as the Voting Deadline.

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

On March 22, 2010, Judge Shannon entered an amended order
changing the Solicitation Date to March 26, 2010.


The Court also approved the Debtors' Voting and Solicitation
Procedures.  Full-text copies of the voting procedures and form
of ballots are available for free at:

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

                    About Aleris International

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

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

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


ALION SCIENCE: Inks Pact with Credit Suisse on Sale of 12% Notes
----------------------------------------------------------------
Alion Science and Technology Corporation entered into a an
agreement to sell to Credit Suisse Securities (USA) LLC, as
"initial purchaser", 310,000 of the Company's units -- each Unit
consisting of $1,000 principal amount of the Company's 12% Senior
Secured Notes due November 1, 2014, and one detachable warrant to
purchase approximately 1.9439 shares of common stock, par value
$0.01 per share, of the Company.

Credit Suisse also acted as sole bookrunner in connection with the
Company's 2007 offering of its 10 1/4% Senior Unsecured Notes due
2015.  In addition, affiliates of Credit Suisse acted as joint
lead arranger, administrative agent, collateral agent and lender
under the Company's previously existing Term B Senior Credit
Facility and will act as sole lead arranger, administrative agent,
and lender under the New Credit Agreement.

Credit Suisse also serves as arranger, administrative agent and
collateral agent under the New Credit Agreement.

                        About Alion Science

Alion Science and Technology Corporation, based in McLean, VA, is
an employee-owned company that provides scientific research,
development, and engineering services related to national defense,
homeland security, and energy and environmental analysis.
Particular areas of expertise include communications, wireless
technology, netcentric warfare, modeling and simulation, chemical
and biological warfare, program management.  Revenues for the
twelve month period ended June 30, 2009, were $770 million.

                           *     *     *

Alion carries a 'B-' corporate credit rating from Standard &
Poor's.


ALL LAND INVESTMENTS: Plan Confirmation Hearing Set for April 27
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the disclosure statement explaining All Land investments, Inc.'s
proposed Chapter 11 plan.  As a result, the Debtors have sent
solicitation packages to voting creditors.  Ballots are due 5:00
p.m. (prevailing Eastern Time) on April 12, 2010.   The Debtor
will file its report on the results of the Plan voting by April
19.

A hearing to consider confirmation of the Plan is scheduled for
April 27, 2010, at 1:00 p.m. at the Bankruptcy Court, 824 North
Market Street, Wilmington, Delaware.  Objections, if any, must be
received by the Court and notice parties no later than April 12,
at 4:00 p.m.

According to the amended Disclosure Statement, the Plan provides
for holders of allowed general unsecured claims, totaling
$8,644,700, to receive a pro rata distribution account of the
claim from funds remaining, if any, after the payment of allowed
administrative claims, allowed priority non-tax and tax claims,
and secured claims.  Based on the $18,000 being funded by Lawrence
and Frank Zeccola for unsecured creditors, the Debtor estimates
that allowed general unsecured claims will each receive a dividend
of 12.7% of the claims within 30 days of the effective date.

Existing equity interests will be cancelled and equity holders
won't receive anything.

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

                     About All Land Investments

Newark, Delaware-based All Land Investments, LLC, operates a real
estate business.  The Company filed for Chapter 11 bankruptcy
protection on October 29, 2009 (Bankr. D. Del. Case No. 09-13790).
Gary F. Seitz, Esq., at Rawle & Henderson LLP assists the Company
in its restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


AMBAC FINANCIAL: Regulator Assumes Control of Troubled Contracts
----------------------------------------------------------------
Ambac Assurance Corporation, the principal operating subsidiary of
Ambac Financial Group, Inc., on March 24, 2010, established a
segregated account pursuant to Wisc. Stat. Section 611.24(2) for:

     (i) certain policies insuring or relating to credit default
         swaps,

    (ii) all residential mortgage-backed securities policies (some
         of which will be allocated to the Segregated Account
         after it is established),

   (iii) certain other identified policies, including those
         relating to Las Vegas Monorail Company,

    (iv) certain student loan policies,

AAC also allocated these to the Segregated Account:

    (i) all remediation claims, defenses, offsets, or credits (but
        excluding recoveries arising from remediation efforts or
        reimbursement or collection rights with respect to
        policies allocated to the Segregated Account), if any, in
        respect of the Segregated Account Policies,

   (ii) AAC's disputed contingent liability, if any, under the
        long-term lease with One State Street, LLC, and its
        contingent liability (as guarantor), if any, under the
        Ambac Assurance UK Limited lease with British Land,

  (iii) AAC's limited liability interests in Ambac Credit
        Products, LLC, Ambac Conduit Funding LLC, Aleutian
        Investments LLC and Juneau Investments LLC, and

   (iv) all of AAC's liabilities as reinsurer under certain
        reinsurance agreements.

The purpose of the Segregated Account is to segregate certain
segments of AAC's liabilities.

The Segregated Account is capitalized by a $2 billion secured note
due 2050 issued by AAC and an aggregate excess of loss reinsurance
agreement provided by AAC.

On the same day, the Office of the Commissioner of Insurance of
the State of Wisconsin commenced rehabilitation proceedings with
respect to the Segregated Account to permit the OCI to facilitate
an orderly run-off or settlement of the liabilities allocated to
the Segregated Account pursuant to the provisions of the Wisconsin
Insurers Rehabilitation and Liquidation Act.  The rehabilitation
court has issued an injunction effective until further court order
enjoining certain actions by Segregated Account policyholders and
other counterparties, including the assertion of damages or
acceleration of losses based on early termination and the loss of
control rights in insured transactions.

Pursuant to the Verified Petition filed in Wisconsin with such
proceedings, the OCI has stated that it will, within approximately
six months, seek the approval of the rehabilitation court for a
plan of rehabilitation with respect to the Segregated Account.
The Verified Petition states that the Segregated Account
Rehabilitation Plan will, if approved, provide, among other
things, that the holders of Segregated Account Policies shall
receive in respect of claims made a combination of (i) cash and
(ii) surplus notes with the same terms as the AAC Surplus Notes.
Until the Segregated Account Rehabilitation Plan is approved,
which OCI has indicated will be in approximately six months, it is
anticipated that no claims will be paid on Segregated Account
Policies.

Dow Jones Newswires' Aparajita Saha-Bubna says the Wisconsin
regulator took control of $35 billion in policies written by AAC.
Those policies primarily cover principal and interest payments on
souring mortgage securities.

Dow Jones also reports that the regulator is negotiating a
potential settlement to roughly $17 billion in contracts on
complex financial products with a group of banks.  The products --
collateralized-debt obligations -- are pools of securities that
have sharply deteriorated in value.

According to Dow Jones, policyholders began questioning Thursday
whether a regulatory solution to $52 billion in troubled insurance
underwritten by AAC would treat all policyholders equally after
its regulator seized a part of its portfolio.

"We still have a lot of questions to ask," said Harold Horwich, an
attorney for 12 unnamed mutual-fund companies that organized to
protect their investments, according to Dow Jones.  The report
says the group, which holds about $20 billion in municipal bonds
insured by Ambac, wants to make sure the insurer has enough
capital to support the bonds as it settles its other obligations.

Dow Jones notes that a quirk in Wisconsin insurance law is driving
the concern.  Dow Jones explains that in many states, a process
called rehabilitation is used by state regulators to seize the
entirety of a troubled insurer.  But, under Wisconsin law, the
regulator can take charge of parts of the business, leaving the
rest to operate as normal.

"Typically, an order of rehabilitation gives the commissioner a
great deal of latitude in restructuring," said Nick Pearson, an
attorney at Edwards Angell Palmer & Dodge LLP, according to Dow
Jones.  Mr. Pearson said he isn't familiar with details on the
rehabilitation process on Ambac's portfolio, Dow Jones relates.

In a separate report, Dow Jones' Aparajita Saha-Bubna says the
regulator will suspend payments totaling about $120 million for
March 2010 to holders of the contracts.  As long as the regulator
is overseeing these contracts, monthly payments beyond March are
also suspended, Dow Jones says.

According to Dow Jones, the commissioner's office will seek to
unwind those insurance contracts that Ambac sold to financial
firms but can't fully pay off without jeopardizing claims of other
policyholders.  Those contracts being unwound were intended to
protect investors mainly from losses on mortgage securities.

Dow Jones notes that Ambac in 2009 paid out $1.4 billion in claims
to policyholders, according to an annual filing with its
regulator.  The payments were primarily related to losses on
securities made up of souring mortgage loans, according to people
familiar with the matter, Dow Jones reports.

Dow Jones further relates that an executive who led the
negotiations for Citigroup Inc. said in an e-mailed statement: "We
are pleased to have a fair settlement of this extremely complex
and difficult situation, and we are particularly appreciative of
the creative and evenhanded work of" the insurance regulator "in
bringing the parties together."

Dow Jones says Citigroup's exposure to Ambac, using a "fair value"
estimate, is $4.5 billion, according to Citigroup's annual report.
Citigroup has reserves of about $5.5 billion for exposure to so-
called monoline insurers, including Ambac, in the event they are
unable to fulfill their commitments.

Additional details on the rehabilitation proceedings are available
at no charge at http://ResearchArchives.com/t/s?5c28

                      About Ambac Financial

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

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

Dow Jones notes Ambac once boasted top triple-A credit ratings.
In November 2009, Ambac warned it could have problems paying off
debt that comes due in 2011.  According to Dow Jones, Ambac
Financial said it was considering strategies that include a
prepackaged bankruptcy-court filing.

Before the financial crisis, Ambac was the second-biggest bond
insurer behind MBIA Inc.


AMBAC FINANCIAL: May Seek Bankruptcy Protection
-----------------------------------------------
Ambac Financial Group, Inc., warned that its regulator's move to
assume Ambac Assurance Corporation's troubled contracts may impact
the parent company.

Ambac Financial explained that its liquidity, both on a near-term
basis and a long-term basis, is largely dependent on dividends and
other payments from AAC.  As a result of the rehabilitation
proceedings with respect to the Segregated Account, it is highly
unlikely that AAC will be able to make dividend payments to the
Company for the foreseeable future.

Ambac Financial said its principal uses of liquidity are for the
payment of principal and interest on its debt, its operating
expenses, and capital investments in, and loans to, its
subsidiaries.  Further, other contingencies -- e.g., an
unfavorable outcome in the outstanding class action lawsuits
against the Company -- could cause additional liquidity strain.

Ambac Financial said, while it does not believe the Segregated
Account Rehabilitation Proceedings constitute an event of default
under its bond indentures, it may consider, among other things, a
negotiated restructuring of its outstanding debt through a
prepackaged bankruptcy proceeding or may seek bankruptcy
protection without agreement concerning a plan of reorganization
with major creditor groups.  No assurance can be given that the
Company will be successful in executing any or all of these
strategies.

While management believes that the Company will have sufficient
liquidity to satisfy its needs through the second quarter of 2011,
no guarantee can be given that it will be able to pay all of its
operating expenses and debt service obligations thereafter, and
its liquidity may run out prior to the second quarter of 2011.

                      About Ambac Financial

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

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

Dow Jones notes Ambac once boasted top triple-A credit ratings.
In November 2009, Ambac warned it could have problems paying off
debt that comes due in 2011.  According to Dow Jones, Ambac
Financial said it was considering strategies that include a
prepackaged bankruptcy-court filing.

Before the financial crisis, Ambac was the second-biggest bond
insurer behind MBIA Inc.


AMBAC FINANCIAL: Clients May Receive 25% in Cash
----------------------------------------------
Bloomberg News reports that Ambac Financial Group Inc.'s
insurance regulator said that Ambac's clients will probably get
about 25 cents on the dollar in cash for claims on about $35
billion of home-loan bonds backed by the insurer.

"Currently, my expectation is we'd be at approximately 25 cents
cash" on the portfolio, with Ambac meeting the rest of its
obligation by handing over surplus notes, Wisconsin Insurance
Commissioner Sean Dilweg said in an interview with Bloomberg.

The arrangement isn't final until approved by a court, he said.

                      About Ambac Financial

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

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

Dow Jones notes Ambac once boasted top triple-A credit ratings.
In November 2009, Ambac warned it could have problems paying off
debt that comes due in 2011.  According to Dow Jones, Ambac
Financial said it was considering strategies that include a
prepackaged bankruptcy-court filing.

Before the financial crisis, Ambac was the second-biggest bond
insurer behind MBIA Inc.


AMERICA'S SUPPLIERS: MalongBailey LLP Raises Going Concern Doubt
----------------------------------------------------------------
On March 23, 2010, America's Suppliers, Inc., formerly Insignia
Solutions, PLC, filed its annual report on Form 10-K for the year
ended December 31, 2009.

MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that Company has suffered an
accumulated deficit of $6,949,006 as of December 31, 2009.

The Company reported a net loss of $848,808 on revenue of
$12,750,550 for the year ended December 31, 2009, compared with
net income of $102,996 on revenue of $12,275,231 for 2008.

The Company's balance sheet as of December 31, 2009, showed
$1,312,933 in assets and $1,674,669 of debts, for a stockholders'
deficit of $361,736.

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

                  http://researcharchives.com/t/s?5c17

Scottsdale, Ariz.-based America's Suppliers, Inc. through its
wholly-owned subsidiary DDI Inc., develops software programs that
allow the Company to provide general merchandise from third party
manufacturers and suppliers for resale to businesses through the
Company's Web site at http://www.DollarDays.com


AMERICAN LOCKER: Santa Monica Partners Holds 8.3% of Common Stock
-----------------------------------------------------------------
Santa Monica Partners, L.P., beneficially owns directly 132,578
shares, constituting 8.3% of the Outstanding Shares of American
Locker Group Incorporated.

SMP Asset Management LLC, the general partner of Santa Monica
Partners, beneficially owns indirectly the 132,578 Shares.

Lawrence J. Goldstein, the president and sole owner of SMP Asset
Management and a principal of Humonica Asset Management, LLC, a
registered investment adviser, beneficially owns indirectly an
aggregate of 177,523 Shares, constituting 11.2% of the Outstanding
Shares, consisting of 132,578 Shares owned by Santa Monica
Partners and 44,950 Shares held by client accounts, constituting
2.8% of the Outstanding Shares.  The beneficial ownership of such
Shares is disclaimed by SMP Asset Management and Mr. Goldstein.

                    About American Locker Group

American Locker Group Incorporated (ALGI.PK) --
http://www.americanlocker.com/, http://www.canadianlocker.com;
and http://www.securitymanufacturing.com-- is known for its
proven reliability, durability and customer service.  American
Locker is the only locker company to operate a dedicated center to
provide prompt and reliable service to their customers.  American
Locker is used by thousands of water parks, theme parks, ski
resorts, retailers, law enforcement agencies, and health club
operators around the world.

As of September 30, 2009, the Company had total assets of
$7,823,419 and total liabilities of $3,606,037 in total
liabilities.

According to the Troubled Company Reporter on February 27, 2009,
the Company has warned that unless it is able to enter into an
acceptable extension or forbearance agreement with the Bank and
obtain additional financing, the Company might be forced to
restructure its debts under the protection of Chapter 11 of the
U.S. Bankruptcy Code.


AMR CORP: Sees $4.9 Billion Cash Balance at End of Q1
-----------------------------------------------------
AMR Corporation updated its year 2010 guidance to investors,
saying that it expects to end the first quarter with a cash and
short-term investment balance of about $4.9 billion including
about $460 million in restricted cash and short-term investments.

AMR said in the guidance that first quarter mainline unit revenue
is expected to increase between 6.5% and 7.5% year over year while
first quarter consolidated unit revenue is expected to increase
between 6.8% and 7.8%.  In total, Cargo and Other Revenue is
anticipated to increase between 4.1% and 5.1% relative to first
quarter 2009.

A full-text copy of the Updated Guidance, which was posted at the
Securities and Exchange Commission, is available for free at
http://ResearchArchives.com/t/s?5c0f

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

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

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.


ARIZONA EQUIPMENT: Installment-Payment Plan Confirmed by Court
--------------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Texas confirmed Arizona Equipment Rental I, LLC's
amended Plan of Reorganization.

According to the Disclosure Statement, the Plan provides for
holders of general unsecured claims, including lease rejection
claims to receive monthly payments of interest only at the rate of
5.5% per annum beginning 30 days after the effective date of the
Plan for five years, with an automatic option in favor of the
reorganized Debtor for an additional five years of monthly
payments of interest only to the holders of these claims if the
payments under the Plan on year five are current.

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

Arizona Equipment is represented by:

     John R. Clemency, Esq.
     Lindsi M. Weber
     GALLAGHER & KENNEDY, P.A.
     Tel: (602) 530-8000
     Fax: (602) 530-8500
     E-mail: john.clemency@gknet.com
     E-mail: lindsi.weber@gknet.com

Tucson, Arizona-based Arizona Equipment Rental I, LLC, was founded
by Lance Evic and Jeffrey Bleecker in 2004 as a Volvo Rents
franchise construction equipment rental company serving Arizona.
AER is headquartered in Tucson, Arizona, and currently employs
approximately 30 employees.

The business however has been hit by the slow down in the
construction and mining industry.  The Company filed for Chapter
11 bankruptcy protection on October 30, 2009 (Bankr. D. Ariz. Case
No. 09-27946).  The Company listed $10,000,001 to $50,000,000 in
assets and $10,000,001 to $50,000,000 in liabilities.


ANTHRACITE CAPITAL: Al Togut Serves as Chapter 7 Trustee
--------------------------------------------------------
Albert Togut, Esq., at Togut Segal & Segal, LLP, has been
appointed the Chapter 7 trustee to oversee the liquidation of
Anthracite Capital, Inc.'s estate.

          Albert Togut, Esq.
          Togut Segal & Segal, LLP
          One Penn Plaza, Suite 3335
          New York, NY 10119
          Tel: (212) 594-5000
          Fax: (212) 967-4258
          E-mail: alcourt@teamtogut.com

As reported by the Troubled Company Reporter, Anthracite Capital
filed for Chapter 7 of the Bankruptcy Code on March 15, 2010
(Bankr. S.D.N.Y. Case No. 10-11319).  Judge Arthur J. Gonzalez
presides over the case.  The Garden City Group, Inc., serves as
claims and notice agent.  The Company disclosed estimated assets
of $100 million to $500 million, and estimated debts of
$500 million to $1 billion.

The Company's board of directors authorized the Chapter 7 filing
in light of the Company's financial position, outstanding events
of default under the Company's secured and unsecured debt and
other factors.

The Company indicated that, in a liquidation, it is likely that
shareholders would not receive any value and that the value
received by unsecured creditors would be minimal.

                    About Anthracite Capital

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


BASS PRO: S&P Assigns Corporate Credit Rating at 'BB-'
------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB-' corporate credit rating to Springfield, Mo.-based Bass Pro
Group LLC, an outdoor recreational specialty retailer.  At the
same time, S&P assigned an issue-level rating of 'BB-' (the same
as the corporate credit rating) to the company's proposed
$400 million term loan B with a '4' recovery rating, indicating
S&P's expectation of average (30%-50%) recovery in the event of
default.

Proceeds from the term loan will be used to repay borrowings under
the existing revolver.  Concurrent with this transaction, the
company will launch a new $300 million asset-based loan facility,
unrated by S&P.  "The ratings on Bass Pro Group LLC reflect its
participation in the highly competitive and widely fragmented
outdoor recreation market, the recent weak performance of its
Tracker Marine Group, and its aggressive capital structure; these
are partially offset by the company's good market position and
diversified product offering," said Standard & Poor's credit
analyst David Kuntz.

Bass participates in the competitive and fragmented outdoor
recreation segment.  Key selling strengths include its in-depth
knowledge about the merchandise it sells and the local region.
The stores are built as a "destination" location, where consumers
come from the surrounding area, spend substantial amounts of time,
and are able to test much of the merchandise.  However, the
company does face significant competition from other outdoor
recreation retailers such as Cabela's, discounters such as Wal-
Mart, and more traditional sporting good retailers.


BEAR MOUNTAIN: Gets Creditor Protection Under CCAA
--------------------------------------------------
PricewaterhouseCoopers, the court-appointed monitor, said that the
Supreme Court of British Columbia entered an order March 25
placing Bear Mountain Master Partnership under creditor protection
pursuant to the Companies' Creditors Arrangement Act.

The CCAA order results in creditors and other third parties being
stayed from terminating agreements or otherwise taking any steps
against Bear Mountain.

Prowis Inc. has been appointed the Chief Restructuring Officer for
Bear Mountain.

Over the past nine years, the Bear Mountain development has been a
major contributor to the growth of the local community resulting
in many new businesses and hundreds of jobs being created. It has
received international acclaim for Southern Vancouver Island as a
world-class golf destination. Both customers and suppliers can be
assured that, while restructuring measures are implemented, it
will be business as usual at Bear Mountain Resort with no
interruption to the large number of events that are planned to
take place, including all conference reservations, golf
tournaments and the esteemed TELUS World Skins Game to be held
June 21 and 22, 2010. The company's bank has indicated that it
will provide continued support during the restructuring.

The Monitor and the Chief Restructuring Officer will be
communicating with customers and suppliers in the near future.

Any inquiries can be addressed in writing to the Monitor as
follows:

        PricewaterhouseCoopers Inc.
        Suite 700-250 Howe Street
        Vancouver, B.C. V6C 3S7
        Phone: 604-806-7717 (voice mail only)
        E-mail: bearmountain@ca.pwc.com


BERNARD MADOFF: Owes $984,280 in Sales Tax to New York State
------------------------------------------------------------
Tom Topousis, writing for the New York Post, says Bernard Madoff
owes the state of New York $984,280 in sales tax by his now-
defunct securities firm.  According to the Post, Mr. Madoff joined
the ranks of New York's 250 top tax deadbeats this month at No. 68
on the list.

"But when it comes to collecting from the disgraced financier, the
state has to get in line with investors looking for pennies on the
dollar out of what the feds have collected from his leftover cash
and the sale of his homes and yachts," Mr. Topousis writes.

                   About Bernard L. Madoff

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

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

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

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

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

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


BIV RETAIL: Foreclosure Sale to Close by Month's End
----------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that, according to papers filed by The Hollywood Motion Picture
and Television Museum with the Bankruptcy Court in Los Angeles,
Regions Bank in January 2010 agreed to sell Belle Island Village
to Tennessee Investment Partners LLC for $19.5 million in a deal
slated to close by March 31.  According to Ms. Palank, the buyer
is partially owned by Tennessee-based real estate investment firm
Matisse Capital LLC and by Belle Island Village's original
developer.

Belle Island Village was a proposed resort destination in Pigeon
Forge, Tennessee.  It was supposed to house Debbie Reynolds' The
Hollywood Motion Picture and Television Museum.  Construction
lender Regions Bank foreclosed on the unfinished development in
2009.

Belle Island Village's developer, BIV Retail, LLC, filed for
Chapter 7 bankruptcy protection on March 25, 2009 (Bankr. E.D.
Tenn. Case No. 09-31579).


BOSQUE POWER: Files for Chapter 11 Bankruptcy in Texas
------------------------------------------------------
Bosque Power Co. LLC, together with five of its affiliates, filed
for Chapter 11 protection in Waco, Texas (Bankr. W.D. Tex. Case
No. 10-60348).

The Company estimated assets and debts of between $100 million and
$500 million as of the filing.  The 30 largest unsecured creditors
are owed more than $700,000.

According to Reuters, Bosque Power, a power company, disclosed
that it loaned $412 million in January 2008 to fund the conversion
of its combustion turbines.

Laguna Park, Texas-based Bosque Power Company, LLC, owns and
operates a natural gas fired power plant with a capacity of 800
megawatts.  The power-generating facility, located in Laguna Park,
commenced operations as a natural-gas power plant in 2000. Bosque
sells its energy and ancillary services in the Texas power market.
Bosque Power Partners owns 100% of the membership interest in
Bosque Power.

Affiliate BosPower Development, BosPower Development Blocker I,
BosPower Development Blocker II, BosPower Partners and Fulcrum
Marketing and Trade also sought bankruptcy protection.


BRIDGEVIEW AEROSOL: Exclusivity Period Extended Until April 30
--------------------------------------------------------------
Judge Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois signed off on an agreed order
extending the exclusivity periods for debtors Bridgeview Aerosol
LLC, AeroNuevo LLC, and USAerosols, LLC:

     -- the Debtors' exclusive period to file a Chapter 11 plan is
        extended to April 30, 2010; and

     -- the Debtors' exclusive period to solicit acceptances on
        the plan is extended to June 30, 2010

Wells Fargo Bank and the official committee of unsecured creditors
agreed to the extension.

The Debtors have originally requested for a May 28 extension of
their exclusive plan filing deadline, and a July 30 extension of
their exclusive solicitation deadline.

The Extension Order also provides that upon the Debtors' request,
neither Wells Fargo nor the Committee will unreasonably withhold
its consent to an additional 30 days' extension of the exclusive
periods.

The Debtors are represented in the case by:

          Steven B. Towbin, Esq.
          Mark L. Radtke, Esq.
          Kimberly Bacher, Esq.
          SHAW GUSSIS FISHMAN GLANTZ WOLFSON & TOWBIN LLC
          321 North Cark Street, Suite 800
          Chicago, Illinois 60654
          Steven B. Towbin, Esq.
          E-mail: stowbin@shawgussis.com
                  mradtke@shawgussis.com
                  kbacher@shawgussis.com

Wells Fargo Bank is represented in the case by:

          Norman B. Newman, Esq.
          MUCH SHELIST DENENBERG AMEND & RUBENSTEIN, P.C.
          191 N. Wacker Dr., Suite 1800
          Chicago, Illinois 60606
          E-mail: nnewman@muchshelist.com

The official committee of unsecured creditors is represented by:

         Adam Silverman, Esq.
         ADELMAN & GETTLEMAN, LTD.
         53 W. Jackson Blvd., Suite 1050
         Chicago, Illinois 60604

                     About Bridgeview Aerosol

Bridgeview, Illinois-based Bridgeview Aerosol, LLC is in the
custom aerosol specialty products industry.  BVA provides a wide
array of services relating to aerosol products including initial
product formulation, testing, manufacturing, packaging and
distribution.  BVA primarily manufactures, packages and
distributes household cleaning and automotive products.  Affiliate
AeroNuevo owns the real property on which BVA operates.
USAerosols is the parent company of BVA and AeroNuevo.

Bridgeview Aerosol filed for Chapter 11 bankruptcy protection on
October 30, 2009 (Bankr. N.D. Ill. Case No. 09-41021).  In its
schedules of assets and debts filed in December 2009, Bridgeview
Aerosol disclosed $16,312,338 in total assets and $23,621,655 in
total debts.


BRIDGEVIEW AEROSOL: Cash Collateral Hearing Set for April 1
-----------------------------------------------------------
The Hon. Pamela H. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois, will consider at a hearing on
April 1, 2010, at 10:30 a.m., the continued use of Bridgeview
Aerosol, LLC, Aeronuevo, LLC, and USAerosols, LLC, of Well Fargo
Bank, National Association's cash collateral.

The Court, in a fifth interim order, granted the Debtors access to
WFB's cash collateral until April 2, 2010.

The Debtors would use the cash collateral to operate their
business and to facilitate the reorganization of their balance
sheets and business.

The Debtors owe $12,000,000 on a secured loan.  Wells Fargo, the
lender, has consented to Debtors' use of cash collateral, subject
to a permitted variance of 10% per line item.

The Debtors will make provisional interest payments to Wells Fargo
as adequate protection for any diminution in value of its
collateral:

     (a) $36,251 per month for their use of the cash collateral,
         plus

     (b) $13,901 per month for the Debtors' use of the property in
         Bridgeview, Illinois, that AeroNuevo owns.

The Debtors will also grant Wells Fargo Bank liens of the highest
available priority upon any asset that the Debtors acquire
postpetition and any proceeds generated from the property; and
adequate protection liens, which will be subject only to prior
perfected and unavoidable liens in property of the Debtors' estate
as of the Petition Date.  In case the adequate protection liens
and provisional interest payments are inadequate, Wells Fargo will
have an allowed claim against the Debtors' estates that will be
superior to any claim, whether an administrative of priority
claim, against the Debtors' estates.

The Debtors and any other parties in interest may file a reply to
WFB's objections on March 30, 2010.  The hearing will also be an
evidentiary hearing if WFB's objections will not be resolved prior
to the hearing.

                     About Bridgeview Aerosol

Bridgeview, Illinois-based Bridgeview Aerosol, LLC is in the
custom aerosol specialty products industry.  BVA provides a wide
array of services relating to aerosol products including initial
product formulation, testing, manufacturing, packaging and
distribution.  BVA primarily manufactures, packages and
distributes household cleaning and automotive products.  Affiliate
AeroNuevo owns the real property on which BVA operates.
USAerosols is the parent company of BVA and AeroNuevo.

Bridgeview Aerosol filed for Chapter 11 bankruptcy protection on
October 30, 2009 (Bankr. N.D. Ill. Case No. 09-41021).  Steven B.
Towbin, Esq., at Shaw Gussis et al assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


BUFFETS HOLDINGS: Seeking Replacement $250-Mil. Term Loan
---------------------------------------------------------
Carla Main at Bloomberg News reports that Buffets Holdings Inc. is
looking for lenders who will accept interest composed of cash with
a company option to defer part of the payment until a later date.

The report, citing people involved in the private discussions,
said Buffets is seeking a $250 million first-lien term loan to
replace exit borrowings and cut finance costs.  Credit Suisse
Group AG is arranging the loan.  The Company is offering to pay
8 percentage points more than the London interbank offered rate in
cash and another 2 percentage points with a payment-in-kind
option.

                     About Buffets Holdings

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets,
Inc., which operates 626 restaurants in 39 states, comprised of
615 steak-buffet restaurants and eleven Tahoe Joe's Famous
Steakhouse restaurants, and franchises sixteen steak-buffet
restaurants in six states.  The restaurants are principally
operated under the Old Country Buffet, HomeTown Buffet, Ryan's and
Fire Mountain brands.  Buffets, Inc., employs approximately 37,000
team members and serves approximately 200 million customers
annually.

Buffets and all of its subsidiaries filed Chapter 11 protection on
January 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).
Joseph M. Barry, Esq., M. Blake Cleary, Esq., and Pauline K.
Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent
the Debtors in their restructuring efforts.  The Debtors selected
Epiq Bankruptcy Solutions LLC as claims and balloting agent.  The
U.S Trustee for Region 3 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  The Committee selected
Otterbourg Steindler Houston & Rosen PC and Pachulski Stang Ziehl
Young & Jones as counsels.

Buffets emerged from Bankruptcy in April 2009.  In connection with
its Chapter 11 plan, Buffets obtained a $117.5 million in new
first lien exit financing from various lenders.  This financing
was in addition to a $139.8 million in second lien rollover
financing remaining from the pre-petition lenders.


BWAY CORP: S&P Changes Outlook to Positive; Affirms 'B+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Atlanta-based BWAY Corp. to positive from stable.  The
'B+' corporate credit rating and all other ratings are affirmed.
The company reported total debt of $398 million at Dec. 31, 2009.

"The outlook revision reflects BWAY's improving profitability and
cash flow despite the effects of lower volumes in the company's
metal and plastic packaging segments," said Standard & Poor's
credit analyst James Siahaan.

S&P believes that the company's plant rationalization and cost
reduction efforts will continue to support its financial results
in 2010.  If the company's operating performance continues to
improve, and if BWAY demonstrates prudence with respect to the
level of debt financing incorporated in potential acquisitions,
then its funds from operations to total debt ratio may approach
the 20%-area, at which point S&P would likely consider an upgrade.

The ratings on BWAY reflect the company's aggressive financial
risk profile that offsets its business position as a leading
producer of metal and plastic general-line containers, including
those used for coating applications.

BWAY, with annual sales of about $1 billion, mainly produces
plastic containers and general-line metal containers for packaging
paints, solvents, and household products in the U.S. market.


C BEAN: Section 341(a) Meeting Scheduled for May 6
--------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in C. Bean Transport, Inc.'s Chapter 11 case on May 6, 2010, at
10:00 a.m.  The meeting will be held at Isaac C. Parker
Courthouse, 30 S. 6th Street, Fort Smith, AR 72901.

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

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

Amity, Arkansas-based C. Bean Transport, Inc., filed for Chapter
11 bankruptcy protection on March 17, 2010 (Bankr. W.D. Ark. Case
No. 10-71360).  Chad J. Kutmas, Esq., at Doerner, Saunders, Daniel
& Anderson, LLP, assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


C BEAN: Asks for Court's Nod to Use Cash Collateral
---------------------------------------------------
C. Bean Transport, Inc., has sought authorization from the U.S.
Bankruptcy Court for the Western District of Arkansas to use the
cash collateral from March 18 to May 14, 2010.

The accounts receivable consists the cash collateral.  General
Electric Capital Corporation asserts a security interest and lien
in all accounts receivable of the Debtor and proceeds thereof.
Federal Financial Credit, Inc., asserts a security interest and
lien in all accounts receivable of the Debtor and proceeds
thereof, which FFCI is believed to recognize is junior to the
interest of GECC in accounts receivable.  The Debtor is engaged in
discussion with GECC and FFCI seeking a consensual cash collateral
order, which, if achieved, will be presented to the Court.

The accounts receivable which are believed to be subject to the
asserted security interests claims of GECC and FFCI are accounts
receivable generated by the operations of the Debtor through its
two operating divisions, the Dry Van Division of Fort Smith,
Arkansas, and the Flat Bed Division of Amity, Arkansas.  As of
March 19, 2010, the C. Bean accounts receivable include a face
value amount of $1,690,836 for the Fort Smith, Arkansas, Dry Van
Division, and $591,497 for the Flat Bed Division of Amity,
Arkansas.

Chad J. Kutmas, Esq., at Doerner, Saunders, Daniel & Anderson,
L.L.P., the attorney for the Debtor, explains that the Debtor
needs the money to fund its Chapter 11 case, pay suppliers and
other parties.  The Debtor will use the collateral pursuant to a
budget, a copy of which is available for free at:

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

The Debtor believes that GECC and FFCI are adequately protected
for the use of its cash collateral due to the equity in other
assets in which each holds or does not have a security interest.
As additional adequate protection, the Debtor is prepared to grant
GECC and FFCI replacement liens in estate property in the same
priority as those parties enjoyed prepetition subject to a
determination that GECC and FFCI have properly perfected and valid
security interests in the property pursuant to their loan
documents with the Debtor.

                           FFCI Objects

FFCI has objected to the Debtor's request to use cash collateral,
saying that it holds a properly perfected security interest in all
of the Debtor's assets.  FFCI states that its blanket lien may be
inferior to a lien claim in accounts receivable to a purported
lien claim by GECC.  According to FFCI, there is in excess of
$400,000 of accounts receivable over and above the lien claim of
GECC.  "Therefore, FFCI holds a first position lien on those
accounts receivable and a first lien on all other assets of the
Debtor with the exception of any first lien claim on rolling stock
(tractors and trailers) pledged to other secured creditors," FFCI
states.

As of the date of filing of the bankruptcy, the total amount that
the Debtor owes to FFCI totals $1,435,244 plus continuing
interest, late charges, costs and legal fees.

According to FFCI, the Debtor has failed to:

     -- use the cash collateral in accordance with the
        requirements of the loan documents governing the loans;

     -- use the cash collateral to make the payments on the loans;

     -- segregate the cash collateral into a separate account; and

     -- account to FFCI for use of the cash collateral.

FFCI says that the Debtor is using its cash collateral without its
consent.  The Debtor's unauthorized use of cash collateral is
diminishing FFCI's collateral and secured position on the loans,
FFCI adds.  FFCI objects to the use of its collateral for any
purpose other than to reduce the indebtedness owed to it.

"The Court should require the Debtor to provide FFCI with adequate
protection of its security interest in the Cash Collateral by: (a)
requiring the Debtor to bring current all past due but unpaid
obligations owing to FFCI under the terms of the Loans; (b)
requiring the Debtor to pay its additional obligations under the
Loans as they become due; (c) requiring that FFCI's Cash
Collateral shall at all times hereafter, be segregated in an
identifiable separate account which is not co-mingled with other
funds; and (d) ordering the cash collateral be used only to first
satisfy payments on the FFCI Loans and next to pay taxes,
insurance and maintenance on the collateral," FFCI states.

FFCI is represented by Richard L. Ramsay, Esq., at Eichenbaum,
Liles & Heister, P.A., who can be reached at
rick.ramsay@elhlaw.com by e-mail.

                          About C Bean

Amity, Arkansas-based C. Bean Transport, Inc., provides trucking
and transportation services and owns and manages certain real
estate with operations and facilities centered in Sebastian
County, Arkansas.  The Company filed for Chapter 11 bankruptcy
protection on March 17, 2010 (Bankr. W.D. Ark. Case No. 10-71360).
Chad J. Kutmas, Esq., at Doerner, Saunders, Daniel & Anderson,
LLP, assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


C BEAN: Taps Doerner Saunders as Bankruptcy Counsel
---------------------------------------------------
C. Bean Transport, Inc., has sought permission from the U.S.
Bankruptcy Court for the Western District of Arkansas to employ
Doerner, Saunders, Daniel & Anderson, L.L.P., as bankruptcy
counsel.

DSDA will:

     a. take necessary or appropriate actions to protect and
        preserve the Debtor's estate, including the prosecution of
        actions on the Debtor's behalf, the defense of any action
        commenced against the Debtor, the negotiation of disputes
        in which the Debtor is involved, and the preparation of
        objections to claims filed against the estate;

     b. prepare motions, applications, answers, orders, reports,
        and other papers in connection with the administration of
        the estate;

     c. take necessary or appropriate actions in connection with a
        Chapter 11 plan and related disclosure statement and all
        related documents, as well as such further actions as may
        be required in connection with the administration of the
        estate, including an orderly liquidation of assets; and

     d. perform all other necessary legal services in connection
        with the Debtor's Chapter 11 case.

Gary M. McDonald, a partner at DSDA, says that the firm will be
paid based on the hourly rates of its personnel:

        Gary M. McDonald                $325
        Chad J. Kutmas                  $225
        Paralegals                    $95-$105

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

The Debtor has also filed an application to employ Smith, Cohen &
Horan, P.L.C., as co-counsel to the Debtor.  DSDA has advised the
Debtor that it will carefully monitor and coordinate all efforts
of all professionals retained by the Debtor in its Chapter 11 case
and will clearly delineate their respective duties so as to
prevent duplication of effort, wherever possible.

Amity, Arkansas-based C. Bean Transport, Inc., provides trucking
and transportation services and owns and manages certain real
estate with operations and facilities centered in Sebastian
County, Arkansas.  The Company filed for Chapter 11 bankruptcy
protection on March 17, 2010 (Bankr. W.D. Ark. Case No. 10-71360).
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


C BEAN: Wants to Hire Smith Cohen as Co-Counsel
-----------------------------------------------
C. Bean Transport, Inc., sought authorization from the U.S.
Bankruptcy Court for the Western District of Arkansas to employ
Smith, Cohen & Horan, PLC, as co-counsel.

SCH will:

     a. take necessary or appropriate actions to protect and
        preserve the Debtor's estate, including the prosecution of
        actions on the Debtor's behalf, the defense of any action
        commenced against the Debtor, the negotiation of disputes
        in which the Debtor is involved, and the preparation of
        objections to claims filed against the estate;

      b. prepare motions, applications, answers, orders, reports,
        and other papers in connection with the administration of
        the estate;

     c. take necessary or appropriate actions in connection with a
        Chapter 11 plan and related disclosure statement and all
        related documents, as well as such further actions as may
        be required in connection with the administration of the
        estate, including an orderly liquidation of assets; and

     d. perform all other necessary legal services in connection
        with the Debtor's Chapter 11 case.


Don A. Smith, a partner at SCH, says that the firm will be paid
based on the hourly rates of its personnel:

        Don A. Smith                      $200
        Eric L. Pendergrass               $200
        Paralegals                      $95-$105

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

The Debtor has filed an application to employ Doerner, Saunders,
Daniel & Anderson, L.L.P., as bankruptcy counsel.  DSDA and SCH
have advised the Debtor that they will carefully monitor and
coordinate all efforts of all professionals retained by the Debtor
in its Chapter 11 bankruptcy case and will clearly delineate their
respective duties to prevent duplication of effort, wherever
possible.

Amity, Arkansas-based C. Bean Transport, Inc., provides trucking
and transportation services and owns and manages certain real
estate with operations and facilities centered in Sebastian
County, Arkansas.  The Company filed for Chapter 11 bankruptcy
protection on March 17, 2010 (Bankr. W.D. Ark. Case No. 10-71360).
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


C BEAN: Wants May 15 Extension of Schedules Filing Deadline
-----------------------------------------------------------
C. Bean Transport, Inc., has asked the U.S. Bankruptcy Court for
the Western District of Arkansas to extend until May 15, 2010, the
deadline for the filing of schedules of assets and liabilities,
schedules of executory contracts and unexpired leases, lists of
equity security holders, schedules of current income and
expenditures, statements of financial affairs statement of
financial affairs, and initial report.

The Debtor says that it needs the 45-day extension to assemble the
necessary information from its books, records, and other sources
relating to numerous assets and contracts, as well as thousands of
creditors.  According to the Debtor, the compilation of
information within 14 days would be a significant burden on the
Debtor and its limited professionals, and could adversely impact
the Debtor and its professionals' focus on substantive matters
related to its Chapter 11 case.

Amity, Arkansas-based C. Bean Transport, Inc., provides trucking
and transportation services and owns and manages certain real
estate with operations and facilities centered in Sebastian
County, Arkansas.  The Company filed for Chapter 11 bankruptcy
protection on March 17, 2010 (Bankr. W.D. Ark. Case No. 10-71360).
Chad J. Kutmas, Esq., at Doerner, Saunders, Daniel & Anderson,
LLP, assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


CALIFORNIA: Increases Size of Taxable Bond Sale to $3.4 Billion
---------------------------------------------------------------
Dow Jones Newswires' Stan Rosenberg reports that California on
Wednesday increased the size of a planned $2.5 billion taxable
bond sale to $3.4 billion.  California also raised the price for
the bond.  Dow Jones says investors are so eager to purchase debt
from the state.

"Right now, the bonds are between two and three times
oversubscribed," said one person familiar with the deal earlier
Wednesday, according to Dow Jones.

"It is clear that pension managers around the world believe in the
Golden State relative to 'expected' returns on equities," said
Michael Pietronico, chief executive of New York-based Miller Tabak
Asset Management, Dow Jones reports.

Dow Jones relates that the upsizing comes just two weeks after
California boosted a $2 billion offering of tax-exempt debt to
$2.5 billion on voracious demand from yield-hungry investors.

Dow Jones says the current offering also started out at
$2 billion, was boosted to $2.5 billion earlier this week and now
to $3.4 billion.  Dow Jones relates that earlier in the session,
underwriters tested demand for the latest bonds at levels ranging
up to 2.75 and 3.25 percentage points above comparable Treasury
securities.  Dow Jones says based on Treasurys prices at the time,
those "spreads" would have produced yields of 7.4% and 7.9%,
levels difficult to turn down.  Now, the spreads have narrowed for
key maturities and sizes of those maturities increased to
accommodate demand.

According to Dow Jones, the newest sale will be formally priced
Thursday.


CAROLINA FIRST: S&P Affirms 'B+/B' Counterparty Credit Ratings
--------------------------------------------------------------
Standard & Poor's said that it affirmed its 'B+/B' counterparty
credit ratings on Carolina First Bank.

These ratings were subsequently withdrawn at the company's
request.


CITIGROUP INC: Treasury Mulls Sale of 27% Stake
-----------------------------------------------
The Wall Street Journal's Randall Smith, citing people familiar
with the matter, reports that the Treasury Department is exploring
plans to sell its 27% stake in Citigroup Inc. in a program of
regularly scheduled sales.  According to the Journal, Jeffrey
Harte, an analyst at Sandler O'Neill & Partners LP, said the move
is likely to ease investor worries that the U.S. government might
sell some of its 7.7 billion shares "through a big negotiated
block sale at a discount" to the market price.

The Journal says a Treasury spokesman declined to comment.
According to the Journal, Citigroup's annual report indicates the
Treasury also owned $5.3 billion of Citigroup trust-preferred
securities and warrants to buy 465.1 million shares as of Dec. 31.
The U.S. government acquired the securities in 2008 and 2009 as
part of its efforts to stabilize the shaky financial system, the
Journal says.

                         About Citigroup

Based in New York, Citigroup Inc. (NYSE: C) -- is a global
diversified financial services holding company whose businesses
provide a broad range of financial services to consumer and
corporate customers.  Citigroup has roughly 200 million customer
accounts and does business in more than 140 countries.
Citigroup's businesses are aligned in three reporting segments:
(i) Citicorp, which consists of Regional Consumer Banking (in
North America, EMEA, Asia, and Latin America) and the
Institutional Clients Group (Securities and Banking, including the
Private Bank, and Transaction Services); (ii) Citi Holdings, which
consists of Brokerage and Asset Management, Local Consumer
Lending, and a Special Asset Pool; and (iii) Corporate/Other.

As reported in the Troubled Company Reporter on November 25, 2008,
the U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
The U.S. Treasury and the Federal Deposit Insurance Corporation
agreed to provide protection against the possibility of unusually
large losses on an asset pool of roughly $306 billion of loans and
securities backed by residential and commercial real estate and
other such assets, which will remain on Citigroup's balance sheet.
As a fee for this arrangement, Citigroup issued preferred shares
to the Treasury and FDIC.  The Federal Reserve agreed to backstop
residual risk in the asset pool through a non-recourse loan.

Citigroup, the third-biggest U.S. bank, received $45 billion in
bailout aid.  Other bailed-out banks, including Bank of America
Corp., Wells Fargo & Co., have pledged to repay TARP money.
JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley,
repaid TARP funds in June.  Citigroup is selling assets to repay
the bailout funds.

Citigroup is one of the banks that, according to results of the
government's stress test, need more capital.


COACHMEN INDUSTRIES: Annual Shareholders' Meeting on April 29
-------------------------------------------------------------
The annual meeting of shareholders of Coachmen Industries, Inc.,
will be held at the Christiana Creek Country Club, 116 West
Bristol Street, Elkhart, Indiana, on April 29, 2010, at 10:00
a.m., for these purposes:

     1. To elect three directors of the Company to hold office for
        the terms indicated in the proxy statement.

     2. To amend the Articles of Incorporation of the Company to
        change the name of the Company to All American Group,
        Inc.; and

     3. To transact such other business as may properly come
        before the meeting or any adjournment thereof.

Shareholders of record at the close of business on March 15, 2010,
are entitled to notice of and to vote at the meeting.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?5c1c

                     About Coachmen Industries

Coachmen Industries, Inc., doing business as All American Group,
is one of America's premier systems-built construction companies
operating under the ALL AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN
HOMES(R) and MOD-U-KRAF(R) brands, as well as a manufacturer of
specialty vehicles through a joint venture with ARBOC Mobility,
LLC.  All American Group is a publicly held company with stock
quoted and traded on the over-the-counter markets under the ticker
COHM.PK.

All American Group includes All American Homes, LLC and Mod-U-
Kraf, LLC, which combined are one of the nation's largest builders
of systems-built residential homes.  Models range from single-
story ranches to spacious two-story colonials to beautifully
rustic log homes, under the Ameri-Log(R) brand.  A line of solar
homes that can generate low to zero energy bills is available
under the Solar Village(R) brand.  All American Building Systems,
LLC, builds large scale projects such as apartments, condominiums,
dormitories, hotels, military and student housing.  The Company's
construction facilities are located in Colorado, Indiana, Iowa,
North Carolina and Virginia.

                        *     *     *

In March 2009, Coachmen's independent public accounting firm,
Ernst & Young LLP, said that despite the Company's sale of the
assets related to its RV Segment, its recurring net losses and
lack of current liquidity raise substantial doubt about its
ability to continue as a going concern.

Coachmen said its ability to continue as a going concern is highly
dependent on its ability to obtain financing or other sources of
capital.


CONSOL ENERGY: S&P Downgrades Corporate Credit Rating to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Canonsburg, Pa.-based coal and natural
gas producer Consol Energy Inc. to 'BB' from 'BB+'.  At the same
time, S&P lowered the issue-level rating on the company's 7.875%
senior secured notes to 'BBB-' (two notches above the corporate
credit rating) from 'BBB'.  The recovery rating remains '1',
indicating S&P's expectation of very high (90%-100%) recovery in
the event of a payment default.

S&P also assigned a 'BB' (same as the corporate credit rating)
issue-level rating to the company's proposed senior unsecured
notes offering.  The recovery rating is '3', indicating S&P's
expectations of meaningful (50%-70%) recovery in the event of a
payment default.

S&P removed all ratings from CreditWatch, where they had been
placed with negative implications on March 15, 2010.  The rating
outlook is negative.

"S&P considers Consol's willingness to fund the large acquisition
of Dominion's natural gas assets with a high proportion of debt to
be aggressive, and S&P expects that its pro forma financial
profile will remain somewhat weak for the current rating during
the intermediate term, with total adjusted debt to EBITDA
exceeding 4x for the next couple of years," said Standard & Poor's
credit analyst Marie Shmaruk.

Somewhat offsetting these concerns is the somewhat stronger
overall business risk profile as a result of the proposed
acquisition, which gives Consol a more balanced portfolio of
natural gas and coal assets.

Moreover, low natural gas prices could stress the balance sheet
further and delay the company's ability to exploit its reserves
and to deleverage to a level that S&P would consider to be more
in-line with the rating.  In addition, S&P is concerned about the
challenges of integrating and developing its significant gas
reserves and the meaningful capital expenditures that are required
to develop gas reserves.  S&P's rating also takes into account its
expectation that management will take the necessary steps to
adjust its discretionary spending levels, to match market
conditions, such that its credit measures do not deteriorate
meaningfully from pro forma levels.


CRESCENT RESOURCES: Sending Plan to Creditors for Voting
--------------------------------------------------------
Dawn McCarty at Bloomberg News reports that U.S. Bankruptcy Judge
Craig Gargotta ruled that Crescent Resources LLC's submitted a
disclosure statement that provides adequate information for
creditors to make an informed decision on its reorganization plan.
Accordingly, Crescent will be sending the Plan to creditors for
voting.

Crescent Resources LLC filed an amended reorganization plan on
March 11.  Significant terms of the Amended Plan include:

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

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

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

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

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

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

The Official Committee of Unsecured Creditors is opposing the
Plan.  It believes that a Chapter 7 liquidation will yield higher
recoveries for unsecured creditors.

                     About Crescent Resources

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

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


COOPER-STANDARD: Disclosure Statement Hearing to Resume Today
-------------------------------------------------------------
Cooper-Standard Holdings Inc. and its debtor-affiliates filed
with the U.S. Bankruptcy Court for the District of Delaware an
amended joint Chapter 11 plan of reorganization on March 20,
2010.

The Debtors amended the Plan after they reached a new equity
commitment agreement with a majority of holders for notes due in
both 2012 and 2014 that would allow them to generate $355 million
of proceeds by selling stock and warrants.

The new commitment agreement, which provides for a sale of stock
and warrants and a commitment to backstop an equity rights
offering, replaced the deal the Debtors hammered out with certain
noteholders last month.  The initial deal provided for a direct
investment and equity rights offering that only totaled
$245 million.

Under the new Equity Commitment Agreement, the noteholders
including those that took part in the initial deal, agreed to
purchase 11.75% of the new common stock and $100 million of 7%
convertible preferred stock, convertible into 19.7% of the new
common stock, issued by the reorganized company.  They will
receive new warrants to purchase 7% of the new common stock.

The noteholders will also provide a backstop for any portion of
the new common stock in the rights offering that has not been
purchased to ensure a total investment of $355 million.  This
commitment is conditioned on the approval of the Equity
Commitment Agreement and confirmation of the amended Plan.

Among those that agreed to backstop the rights offering are
Barclays Bank PLC, Silver Point Capital L.P., funds associated
with American Funds and TCW, and investment adviser, Lord Abbett
& Co. LLC, which acts on behalf of its clients.

A full-text copy of the new Equity Commitment Agreement is
available for free at http://bankrupt.com/misc/CSHI_NewECA.pdf

"The proposed $355 million equity investment is a strong vote of
confidence in Cooper-Standard and significantly improves the
recoveries to the company's stakeholders over those of the
original plan," James McElya, chairman and chief executive
officer of Cooper-Standard, said in a statement.

"The company is now positioned to emerge from bankruptcy in the
near term on a consensual basis with a strong balance sheet while
maintaining our leadership position in the industry," Mr. McElya
said.

According to the Debtors' attorney, Drew Sloan, Esq., at Richards
Layton & Finger P.A., in Wilmington, Delaware -- dsloan@rlf.com
-- the proceeds from the new rights offering, together with the
exit financing, would provide the Debtors with sufficient capital
to pay off claims that stemmed from the December 23, 2004 credit
agreement and the senior notes.

The Debtors have already filed a motion in the Bankruptcy Court
to approve the Equity Commitment Agreement and a process for the
consummation of the rights offering, as well as a motion to file
under seal schedules to the agreement.

A copy of the document detailing the proposed process is
available for free at http://researcharchives.com/t/s?5b91

The Court will hold a hearing on the motions on March 26, 2010.

The Court will also consider approval of the Debtors' Disclosure
statement describing the Amended Plan at the March 26 Hearing,
according to papers filed in Court.  The hearing was originally
set for March 18 but was adjourned to that date.

                        Plan Amendments

Under the amended Plan, CSHI's debtor-in-possession financing and
prepetition credit facility will still be paid in full in cash.
General unsecured claims against CS Automotive and all of its
debtor subsidiaries will still receive payment in full in cash.

The amended Plan, however, now provides for the senior note
claims to be unimpaired and to be paid in full in cash, provided
each of the supporting senior noteholders has agreed to forgo its
right to receive cash payment, and in lieu of this right, has
agreed to accept its pro rata share of 4,563,095 shares of the
new common stock.

The supporting senior noteholders include Barclays Bank, Capital
Research and Management Company, Oak Hill Advisors L.P., Silver
Point Capital and their affiliates.

Meanwhile, holders of the senior subordinated notes will be
issued 8% of the new common stock and new warrants to purchase 3%
of the stock.  They will also receive rights to purchase 39.6% of
the new common stock.

The amended Plan still requires the Debtors to obtain a new
working capital facility of up to $150 million, which is another
condition to confirmation of the Plan.

A CSHI spokesman said the company is still discussing the terms
of its exit financing agreement, according to a report by
Reuters.

Under the amended Plan, CSHI's balance sheet will be deleveraged
with an estimated funded debt balance at emergence of about
$480 million, which represents a reduction of over $650 million.

CSHI had total liabilities of more than $1 billion when it filed
for bankruptcy protection on August 3, 2009.

             Directors of the Reorganized Debtors

The Board of Directors that will be formed to administer the
reorganized company on and after the effective date of the Plan
will be composed of seven members including the chief executive
officer of the reorganized company and two members from the
current Board of Directors of CSHI who will be selected by the
Debtors.

Under the amended Plan, Barclays Capital, Oak Hill Advisors and
Silver Point can each nominate one member to the Board.  The
seventh member to be nominated will be picked by Capital Research
and Management Company, Lord Abbett, TCW Asset Management Company
and TD Asset Management Inc.

                  Valuation of the Debtors

Lazard Freres & Co. LLC, the Debtors' financial adviser, has
estimated that the total value available for distribution to
holders of allowed claims ranges from $975,000,000 to
$1,075,000,000, with a mid-point estimate of about $1,025,000,000
as of an assumed effective date of May 1, 2010.  The distributable
value is based on the estimated value of the reorganized Debtors'
operations on a going concern basis.

Full-text copies of the Debtors' amended Plan and disclosure
statement are available for free at:

       http://bankrupt.com/misc/CSHI_1stAmendedCh11plan.pdf
  http://bankrupt.com/misc/CSHI_DS1stAmendedCh11plan.pdf

Allen Campbell, vice-president and chief executive officer of
CSHI, said the amended Plan has the support of the majority of
the noteholders and the Official Committee of Unsecured
Creditors.

In another development, Cooper-Standard Automotive Canada Ltd.,
the Canadian subsidiary of CSHI that sought creditor protection
under the Companies' Creditors Arrangement Act, filed a plan of
arrangement or compromise with the Ontario Superior Court of
Justice on March 12, 2010.

                      U.S. Trustee Objects

Roberta DeAngelis, Acting United States Trustee for Region 3, has
questioned a provision in the amended Plan which seeks for a
release of claims held by parties-in-interest against non-Debtor
third parties.

Ms. DeAngelis complained that in the proposed form of ballot, the
Debtors do not provide entities who vote in favor of the Plan the
ability to "opt out" of the third-party release.  She said the
Debtors' refusal to untie the third-party release from a "yes"
vote on the Plan is inconsistent with applicable law.

Ms. DeAngelis also opposed the Debtors' request to file under
seal certain schedules to the Equity Commitment Agreement,
arguing that not all information contained in the documents are
confidential.

Ms. DeAngelis said information about the purchase obligations of
the noteholders which the Debtors want to seal would not unfairly
prejudice or otherwise harm the noteholders' commercial
interests.

Ms. DeAngelis further said that information related to the
Debtors' ability to conduct their businesses outside of the
ordinary course and information related to their intellectual
property, legal proceedings and environmental matters should be
accessible to the public.  She pointed out that those information
are critical to understanding the Debtors' representations,
warranties and covenants under the Equity Commitment Agreement
and if they are getting value in exchange for their commitments
under the agreement.

With respect to the Debtors' motion to approve the Equity
Commitment Agreement, Ms. DeAngelis filed a separate statement to
reserve her right to be heard on all issues relating to the
motion.

                U.S. Bank Withdraws Objection

U.S. Bank National Association notified the Court that it has
withdrawn its objection to the proposed deal between the Debtors
and the noteholders to backstop the equity rights offering.

                     Treatment of Claims

Claims against, and interests in Cooper-Standard Holdings Inc.
and its subsidiary debtors are divided into 10 classes under the
first amended joint Chapter 11 plan of reorganization.  Priority
tax claims and administrative expenses have not been classified
and are excluded from these classes:

                     Type of
Class             Claim/Interest       Proposed Treatment
-----             --------------       ------------------
Not applicable    Administrative       The Debtors or the
                 Expenses             reorganized Debtors will
                                      pay each allowed
                                      administrative expense
                                      in full in cash.

Not applicable    Priority Tax Claim   Each claimant will be
                 (about $3 million    entitled to receive cash
                 estimated)           payment or other treatment
                                      agreed to by the claimant
                                      and the Debtors or the
                                      reorganized Debtors.

Class 1           Priority Claims      Unimpaired.  Claimant is
                 (approximately       entitled to receive cash
                 $250,000 estimated)  in an amount sufficient to
                                      render the claim
                                      unimpaired, provided that
                                      allowed priority claims
                                      representing obligations
                                      incurred in the ordinary
                                      course will be paid in
                                      full or performed by the
                                      Debtors or reorganized
                                      Debtors consistent with
                                      past practice.

Class 2           Miscellaneous        Unimpaired.  The rights of
                 Secured Claims       the claimant will remain
                 (approximately       unaltered.  The claimant
                 $0 estimated)        will retain any liens and
                                      interests securing the
                                      claim or the Debtors will
                                      provide other treatment
                                      that will render the claim
                                      unimpaired.

Class 3           Intercompany Claim   Unimpaired.  At the option
                 (approximately       of the Debtors or the
                 $1.087 billion       reorganized Debtors, the
                 estimated)           rights of the claimant
                                      will remain unaltered and
                                      treated in the ordinary
                                      course of business; or the
                                      intercompany claim will be
                                      cancelled and discharged,
                                      in which case the
                                      discharged and satisfied
                                      portion will be eliminated
                                      and the holders thereof
                                      will not be entitled to,
                                      and will not receive or
                                      retain, any property or
                                      interest in property on
                                      account of such portion;
                                      or the intercompany claim
                                      will be settled and
                                      discharged in exchange for
                                      property of the Debtors;
                                      provided that intercompany
                                      claims against any Debtor
                                      held by a non-debtor
                                      subsidiary will remain
                                      unaltered.

Class 4           Prepetition Credit   Unimpaired. Claimant will
                 Facility Claims      receive payment in full
                 ($658.416 million,   in cash.
                 including principal
                 plus accrued
                 prepetition and
                 postpetition
                 interest calculated
                 at the applicable
                 nondefault rate or
                 rates (including
                 interest on
                 interest) through
                 May 1, 2010) plus
                 any accrued
                 postpetition interest
                 from May 2, 2010 to
                 the effective date
                 at the applicable
                 non-default rate or
                 rates (including
                 interest on interest)

Class 5           Senior Note Claims   Unimpaired.  Each claimant
                 ($219.250 million,   will receive payment in
                 including principal  full in cash, provided
                 plus prepetition     that each supporting
                 and postpetition     senior noteholder agrees
                 interest calculated  to forgo its right to
                 at the applicable    receive payment in full in
                 nondefault rate      cash, and in lieu thereof,
                 through May 1, 2010  agrees to accept in full
                 plus any             satisfaction of its
                 postpetition         allowed claim, and in
                 interest from        consideration for its
                 May 2, 2010 to the   allowed claim and its
                 effective date at    commitment under the new
                 the applicable       Equity Commitment
                 non-default rate or  Agreement, less favorable
                 rates and any other  treatment consisting of
                 amount the Court     its pro rata share of
                 may order as         4,563,095 shares of the
                 necessary to render  new common stock.
                 Class 5 unimpaired)

Class 6           Senior Subordinated  Impaired.  Each claimant
                 Note Claims          claimant is entitled to
                 ($330 million)       receive its pro rata share
                                      of, in the aggregate,
                                      1,742,222 shares or about
                                      8% of the new common stock
                                      and warrants to acquire an
                                      additional 725,926 shares
                                      or about 3% of the new
                                      common stock.  Each
                                      eligible noteholder is
                                      entitled to receive its
                                      share of rights to
                                      subscribe for up to, in
                                      the aggregate, 8,623,491
                                      shares or about 39.6% of
                                      the new common stock, with
                                      the right to purchase
                                      additional shares not
                                      subscribed for.  Each non-
                                      eligible noteholder will
                                      receive its pro rata share
                                      of the non-eligible
                                      noteholder shares.

Class 7           Subsidiary Debtor    Unimpaired.  Each claimant
                 General Unsecured    is entitled to receive
                 Claims (about        cash in an amount
                 $22.2 million        sufficient to render its
                 estimated)           claim unimpaired.

Class 8           Subsidiary Debtor    Unimpaired.  The legal,
                 Equity Interests     equitable and contractual
                                      rights of the holder will
                                      remain unaltered.

Class 9           Holdings General     Impaired.  All claims will
                 Unsecured Claims     be extinguished and no
                 (about $69.113       distributions will be made
                 million estimated)   to the claimants.

Class 10          Old Holdings Equity  Impaired.  All interests
                 Interests            will be cancelled and
                                      extinguished and no
                                      distributions will be made
                                      to holders of such
                                      interests.

The estimated recovery for administrative expenses, priority tax
claims, and Classes 1 to 8, excluding Class 6, is 100%.  Classes
9 and 10 have 0% recovery.

Meanwhile, the estimated recovery for Class 6 is 25.8% assuming
there is full participation of holders of allowed senior
subordinated note claims in the rights offering; or 15.4%
assuming there is no participation from those holders.

Holders of Class 6 Senior Subordinated Note Claims are entitled
to vote on the Plan, while Classes 1 to 5 and Classes 7 to 10 are
not entitled to vote.

                       About Cooper-Standard

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

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

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

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

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


COOPER-STANDARD: Duff & Phelps Approved for Asset Valuation
-----------------------------------------------------------
Cooper-Standard Holdings Inc. and its debtor-affiliates obtained
court approval to employ Duff & Phelps LLC as their asset
valuation provider effective January 28, 2010.

The Debtors tapped the firm to provide valuation of their
personal and real properties, customer contracts, technology-
related intangible assets, trademarks, among other things.  The
firm is also tasked to make valuation of the reporting units
owned by the Debtors including CSA North America, CSA Europe, CSA
South America and CSA Asia Pacific, and equity investments
including Nishikawa Standard Company, Guyoung Technology Co. LTD
and Shanghai SAIC-Metzler Sealing.

Also part of Duff & Phelps' duties is to provide valuation of
Cooper-Standard Automotive (Deutschland) GmbH, Cooper-Standard
Automotive Ceska republika s.r.o, and Cooper-Standard Automotive
Polska Sp. z.o.o., and make estimation of the replacement cost of
some of the Debtors' tangible assets.

Duff & Phelps will be paid for its services on an hourly basis
and will be reimbursed for its expenses.  The hourly rates of the
firm's professionals are:

  Professionals                Hourly Rates
  -------------                ------------
  Managing Director               $565
  Director                        $515
  Vice-President                  $415
  Senior Associate                $320
  Analyst                         $235
  Administrative                  $120

The firm estimates that its fees for the services will be about
$625,000 to $690,000.

Steven Shanker, managing director at Duff & Phelps, assures the
Court that his firm does not hold or represent interest adverse
to the Debtors, and that it is a disinterested person pursuant to
Section 101(14) of the Bankruptcy Code.

                       About Cooper-Standard

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

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

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

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

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


COOPER-STANDARD: Plan Exclusivity Extended Until June 29
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Cooper-Standard Holdings Inc. and its debtor-affiliates a three-
month extension of their exclusive right to file a Chapter 11
plan and solicit votes for that plan.

The Court extended the Debtors' plan filing deadline to June 29,
2010, and the solicitation deadline to August 30, 2010.

The extension elicited support from the Official Committee of
Unsecured Creditors.  The panel said it will give the Debtors
enough time to negotiate the terms of a plan that will provide
the highest recovery for unsecured creditors.



Separately, the Court gave Cooper-Standard Holdings Inc. and its
affiliated debtors until June l, 2010, to file notices of removal
of civil actions pending as of their bankruptcy filing.

                       About Cooper-Standard

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

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

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

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

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


COOPER-STANDARD: Reaches $17.6MM Settlement With Cooper Tire
------------------------------------------------------------
Cooper-Standard Holdings Inc. asks the U.S. Bankruptcy Court for
the District of Delaware to approve a settlement of a lawsuit
that Cooper Tire & Rubber Company brought against CSHI, Cooper-
Standard Automotive Inc. and Cooper-Standard Automotive Canada
Ltd.

Under the deal, CSHI and its units agreed to pay Cooper Tire
$17,639,080 in cash in return for the dismissal of the lawsuit.

The defendants also agreed to either obtain a release of Cooper
Tire's obligations under a 1996 guaranty or to provide a letter
of credit in the initial sum of $7 million to reimburse Cooper
Tire for any amount that it is required to pay on account of the
guaranty.

Cooper Tire serves as guarantor of a lease for a property between
Bank of New York and CSA Inc. under the 1996 guaranty.

The deal also requires CS Automotive to continue to indemnify
Cooper Tire for certain workers compensation liabilities.
Meanwhile, Cooper Tire is required to continue to indemnify CS
Automotive with respect to certain environmental matters pursuant
to the stock purchase agreement.

The settlement is formalized in a 17-page agreement, a copy of
which is available for free at:

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

Cooper Tire brought the lawsuit against the defendants to compel
CSHI to remit about $60 million in tax refunds, which CSA Canada
received in July 2009 as well as to recover $42.5 million in
additional tax refunds yet to be received.

Cooper Tire asserts ownership of the tax refunds based on the
stock purchase agreement that was executed in connection with the
sale of its automotive units, comprised of CS Automotive and CSA
Canada, to CSHI in 2004.

The Court will hold a hearing on April 15, 2010, to consider
approval of the settlement.  Deadline for filing objections is
April 8, 2010.

                       About Cooper-Standard

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

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

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

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

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


CRYOPORT INC: Enable Capital Holds 9.9% of Common Stock
-------------------------------------------------------
Enable Capital Management, LLC; Enable Growth Partners, L.P.; and
Mitchell S. Levine, as managing member, disclosed that as of
February 25, 2010, they may be deemed to beneficially own in the
aggregate 838,982 shares or roughly 9.9% of the common stock of
CryoPort Inc.

On February 5, 1010, the Company effected a 1-for-10 reverse stock
split of all of the Company's issued and outstanding shares of
common stock.

As reported by the Troubled Company Reporter, CryoPort on
February 19, 2010, entered into an Amended and Restated Amendment
Agreements with Enable Growth Partners LP, Enable Opportunity
Partners LP, Pierce Diversified Strategy Master Fund LLC, Ena, and
BridgePointe Master Fund Ltd., who are the Holders of the
Company's outstanding Original Issue Discount 8% Senior Secured
Convertible Debentures dated September 27, 2007 and Original Issue
Discount 8% Secured Convertible Debentures dated May 30, 2008, and
associated warrants to purchase common stock.

CryoPort said the February 2010 Amendment amended and restated the
amendment agreements that the Company and Holders entered into on
January 12, 2010 and February 1, 2010.  On February 23, 2010, the
Company and Holders entered into an additional amendment to modify
the February 2010 Amendment.

Pursuant to the February 2010 Amendment, the Holders confirmed
their prior agreement to defer until March 1, 2010, the Company's
obligation to make the January 1, 2010 and February 1, 2010
debenture amortization payments -- each in the aggregate amount of
$200,000) and their consent to the Company's recent 10-to-1
reverse stock split.  In addition, subject to the Company
consummating a public offering of units -- each unit consisting of
one share of common stock and one warrant to purchase one share of
common stock -- for gross proceeds of not less than $5,000,000 at
a per unit price of not less than $3.00 per unit, the Holders have
consented and agreed, among other items, to:

   -- each will convert $1,357,215 in principal amount of the
      outstanding principal balance of such holder's debenture in
      exchange for a number of shares of common stock determined
      by dividing such principal amount by the unit offering price
      for the public offering;

   -- with respect to the remaining outstanding balance of the
      debentures after conversion, the Company would not be
      obligated to make any principal or interest payments until
      March 1, 2011, at which time the Company would be obligated
      to start making monthly principal and interest payments of
      $200,000 for a period of 17 months with a final balloon
      payment due on August 1, 2012.   In addition, the future
      interest that would accrue on the outstanding principal
      balance from July 1, 2010 (the date to which accrued
      interest was previously added to principal) to March 1, 2011
      will be added to the current principal balance of the
      debentures;

   -- the conversion price of the remaining outstanding balance of
      each Debenture will be equal to the lesser of the current
      conversion price of $4.50 or the unit offering price;

   -- the exercise price of the Warrants currently held by the
      Holders will be equal to the lesser of the current exercise
      price of $4.50 per share or the exercise price of the
      warrants included as part of the units sold in this offering
      and the exercise period shall be extended to January 1,
      2015;

   -- the termination of certain anti-dilution provisions
      contained in the Debentures and Warrants held by the Holders
      and their right to maintain a fully-diluted ownership of the
      Company's common stock equal to 34.5%;

   -- the termination of certain financial covenants; and

   -- each will execute a lock-up agreement covering a period of
      180 days from the effective date of the registration
      statement; provided, however, that in the event that on any
      trading day during the lock-up period the trading price of
      the Company's common stock exceeds 200% of the offering
      price of the units, then each Holder may sell at sales
      prices equal to or greater than 200% of such unit offering
      price a number of shares of common stock on that trading day
      equal to up to 10% of the aggregate trading volume of the
      Company's common stock on the primary market on which it is
      trading on such Open Trading Day, and (ii) in the event on
      any trading day during the lock-up period the trading price
      of the Company's common stock exceeds 300% of the unit
      offering price, each Holder may sell at sales prices equal
      to or greater than 300% of such unit offering price an
      unlimited number of shares of common stock on such Open
      Trading Day.  Sales under the foregoing clause (ii) on any
      particular Open Trading Day shall not be aggregated with
      sales under the foregoing clause (i) on the same Open
      Trading Day for purposes of calculating the 10% limitation
      under clause (i).

In the event that the Company does not consummate this offering at
a price of $3.00 per unit for minimum gross proceeds of $5,000,000
by March 15, 2010, then the provisions shall be null and void
(provided, however, the exercise period for the warrant shall
remain extended to January 1, 2015).

                       About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0 Celsius.

At December 31, 2009, the Company's consolidated balance sheets
showed $1,964,134 in total assets and $21,585,470 in total
liabilities, resulting in a $19,621,336 shareholders' deficit.
The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $895,205 in total current
assets available to pay $20,092,678 in total current liabilities.

                           Going Concern

In its report on Form 10-Q for the period ended December 31, 2009,
the Company said it has not generated significant revenues from
operations and has no assurance of any future revenues.  The
Company generated revenues from operations of $35,124, incurred a
net loss of $16,705,151 and used cash of $2,586,470 in its
operating activities during the year ended March 31, 2009.  The
Company generated revenues from operations of $42,888, had net
loss of $5,085,376, and used cash of $1,941,693 in its operating
activities during the nine months ended December 31, 2009.  In
addition, the Company had a working capital deficit of
$19,197,473, and had cash and cash equivalents of $647,308 at
December 31, 2009.  The Company's working capital deficit at
December 31, 2009, included $13,740,633 of derivative liabilities,
the balance of which represented the fair value of warrants and
embedded conversion features related to the Company's convertible
debentures which were reclassified from equity during the nine
months ended December 31, 2009.  Currently management has
projected that cash on hand, including cash borrowed under the
convertible debentures issued in the first, second, and third
quarter of fiscal 2010, will be sufficient to allow the Company to
continue its operations only into the fourth quarter of fiscal
2010.  These matters raise substantial doubt about the Company's
ability to continue as a going concern.


CVR ENERGY: May Eventually Take Business Public, Moody's Says
-------------------------------------------------------------
Moody's Investors Service has made corrections to paragraphs three
and eight of a March 18, 2010 release.  The revised release is:

Moody's upgraded CVR Energy, Inc.'s Corporate Family Rating to B1
from B2, Probability of Default Rating to B1 from B2, its bank
revolver to Ba3 (LGD 2; 29%) from B2 (LGD 3; 31%) and affirmed
CVR's SGL-3 Speculative Grade Liquidity rating.  Moody's also
assigned a Ba3 (LGD 2; 29%) rating to CVR's pending $250 million
offering of first lien senior secured notes due 2010 and a B3 (LGD
5; 79%) rating to its pending $250 million of second lien senior
secured notes due 2017.  Importantly, the note and revolver
ratings assume the issuance of $250 million in second lien senior
notes.  The rating outlook is stable.

Note proceeds will be used to repay CVR's remaining $453.3 million
(at February 28, 2010) Tranche D first secured Term Loan balance.
Moody's will withdraw the B2 term loan rating upon its retirement.

The revolver, CVR's existing swaps, the first lien notes and any
future first lien debt will share first lien security on total
assets, with the second lien notes behind them.  If CVR replaces
its revolver with an asset based lending facility, that facility
would be granted a first lien on receivables and inventory and a
second lien on fixed assets.  First lien debt would remain first
on fixed assets and would have a second lien on receivables and
inventory.  Second lien debt would be reduced to a third lien
position.

In spite of a continuing serious sector downturn, the new ratings
reflect CVR's consistent sound, though reduced, earnings during
the down-cycle, the earnings benefit and diversification provided
by CVR's low cost internally generated petroleum coke gas-fired
fertilizer business, favorable inland location and ample access to
somewhat discounted crude oil feed, and the added earnings power
and complexity of the Coffeyville refinery after the completion of
several years of substantial upgrading capital spending.

CVR reduced leverage on complexity barrels due both to increased
complexity capacity after capital spending and reduced debt.
Comparatively low expected capital spending in 2010 and 2011
relative to expected cash flow leaves room for further debt
reduction.

The ratings are restrained by CVR's comparatively small scale and
low level of risk diversification as a single stand-alone
refinery; very difficult sector conditions expected during the
2010 and 2011; significant leverage when weighed against the fact
that a standalone refinery is exposed to inherent significant
unscheduled downtime risk; potential forthcoming increased capital
outlays if CVR proceeds with a potential fertilizer expansion; the
reduced fuel cost advantage of CVR's fertilizer business during
current times of reduced natural gas prices, high fixed costs in
the fertilizer unit, and likelihood that CVR will remain in an
acquisition mode to reduce portfolio risk.

Moody's believes that CVR would remain a disciplined acquirer.
Its ratings incorporate the expectation that any acquisitions
would be of a suitably attractive refinery, that an added refinery
would diversify key operating risks, and that it would be amply
funded with equity relative to reasonable cash flow expectations
and the complexity barrels purchased.  Furthermore, though
operating only one refinery, downtime risk is moderated to a
degree by process redundancy in key units: atmospheric and vacuum
distillation, the coker, distillate hydrotreating and sulfur
recovery, and in sources of essential hydrogen.

However, the diversification benefit of the fertilizer business is
also moderated by the fact that the refinery must be up and
running to produce the petroleum coke by-product the fertilizer
plant consumes in lieu of buying natural gas as fuel and
feedstock.  A further restraint is that CVR may eventually take
its fertilizer business public as a Master Limited Partnership.
That business is currently a private limited partnership.  The
collateral language in CVR's current revolver prevents cash
distributions to the general partner (CVR's controlling private
shareholders plus management) of the fertilizer business, although
non-cash distributions are being accrued and would presumably one
day be paid in cash.

After $521 million invested in its refinery since 2005, including
capacity expansion, a new continuous catalytic reformer, CVR's
completion of CVR's future non-acquisition capital spending plans
over the medium term are modest enough to allow for free cash flow
generation under reasonably anticipated sector conditions with the
potential for debt reduction.  The company states that it may
reduce debt by $25 million or more during 2010.

CVR's EBIT / Throughput Barrels, EBIT / Interest Expense, and
Retained Cash Flow / Debt metrics have been comparatively strong
during the down-cycle, mapping to Ba and investment grade levels,
and its Debt / Complexity Barrels has fallen and crossed into
investment grade territory.  Though 2009 earnings included a
substantial FIFO inventory gain, 2008 earnings carried a larger
FIFO loss.  CVR's gathering system captures crude cost advantages
and its regional location and upgrading capacity add further
margin potential to its throughput.

CVR reports that its Nelson Complexity Index increased to 12.2 by
the end of 2009 from 9.5 in 2005 and that it believes its Nelson
Complexity Index will increase to 12.9 by mid-2010.  CVR yields a
comparatively high 92% proportion of total output as high value
gasoline and diesel.  Its new continuous catalytic reformer,
coking capacity, expanded cracking capacity and completion of low
sulfur gasoline and ultra-low sulfur diesel capacity have also
reduced its proportion of low premium gasoline and boosted the
proportion of premium gasoline.

The last rating action on CVR was on December 5, 2007, when
Moody's upgraded its Corporate Family Rating from Caa1 to B2,
senior first secured debt ratings from Caa1 (LGD 3; 31%) to B2
(LGD 3; 31%), Probability of Default rating from Caa2 to B3, and
assigned a stable outlook.

CVR Energy, Inc., is headquartered in Sugar Land, Texas.  It
operates a 115,000 barrel-per-day crude oil refinery in
Coffeyville, located in southeastern Kansas, a fertilizer
production business, and a crude oil gathering system spanning
Kansas, Oklahoma, western Missouri, and eastern Colorado.  CVR
produces a very low level of premium gasoline (to be addressed
with a new) and it carries the higher unit costs of comparatively
low energy and heat efficiency.


DELPHI CORP: Automotive Posts $3 Million Loss for 2009
------------------------------------------------------
Delphi Automotive LLP said it incurred loss of $3 million since
August 19, 2009, when the new company was incorporated, The
Detroit Free Press reports.

The loss was because Delphi Automotive "narrowed its scope of
attention and has very solid operations and good products in the
areas that it's going after," Jim Gillette, director of financial
services at CSM Worldwide was quoted by The Detroit Free Press as
saying.

The report notes that Delphi's debt was cut 83% to $396 million
between the end of 2008 and 2009.

Delphi Automotive is a private company that acquired, through
various subsidiaries and affiliates, substantially all of the
global core business of Delphi Corp., now known as DPH Holdings
Corp. and its debtor affiliates.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DELPHI CORP: CFO Sheehan to Resign Effective March 30
-----------------------------------------------------
Delphi Automotive LLP disclosed in mid-February 2010 additional
appointments to the company's Board of Managers.

"These new board members bring outstanding additional industry
experience to the already-considerable talent on the board, said
Delphi Chairman John A. (Jack) Krol.  "We look forward to their
perspective and insight on the opportunities facing Delphi, and
to making the company even stronger than it already is."

The new members are:

  Nicholas M. Donofrio, 64, retired executive vice president,
  Innovation & Technology at International Business Machines
  Corporation.  Mr. Donofrio began his career at IBM in 1964,
  and worked at the company for more than 40 years in various
  positions of increasing responsibility, including division
  director; divisional vice president for advanced workstations;
  general manager, Large Scale Computing Division; and senior
  vice president, Technology & Manufacturing.  Mr. Donofrio also
  serves on the boards of the Bank of New York Mellon
  Corporation, Advanced Micro Devices, and Liberty Mutual
  Holding Company, Inc.  He earned a B.S. degree in electrical
  engineering from Rensselaer Polytechnic Institute and holds a
  master's degree in electrical engineering from Syracuse
  University.

  Mark P. Frissora, 54, chairman and CEO of Hertz Global
  Holdings, Inc.  Prior to joining Hertz in 2006, Mr. Frissora
  served as chairman and CEO of Tenneco, Inc. from 2000.  Mr.
  Frissora previously served for five years as a vice president
  at Aeroquip-Vickers Corporation.  From 1987 to 1991, he held
  various management positions at Philips N.V., including
  Director of Marketing and Director of Sales.  Prior to
  Philips, he worked for ten years at General Electric Co. in
  brand management, marketing and sales.  He also is a member of
  the board of directors of Walgreens.  Mr. Frissora holds a
  B.A. degree from The Ohio State University, with studies
  focused on business and communications.  He has completed
  advanced studies at both the University of Pennsylvania's
  Wharton School and the Thunderbird International School of
  Management.

  Thomas W. Sidlik, 60, retired from the DaimlerChrysler AG
  Board of Management in Germany in 2007.  He served as the
  chairman of Eastern Michigan University from 2007 to 2009.
  Previously, he served as chairman and CEO of Chrysler
  Financial Corporation, chairman of the Michigan Minority
  Business Development Council, and vice-chairman of the
  National Minority Supplier Development Council in New York.
  He currently serves on the boards of Eastern Michigan
  University and the Detroit Institute of Arts.  He received a
  B.S. in finance and banking with honors from New York
  University and an MBA from the University of Chicago.

As noted in the company's December 2009 release, the Board is
chaired by Jack Krol, former chairman of DuPont and lead director
for Tyco International Ltd.  Previously named members of the
board include Gary L. Cowger, Rajiv L. Gupta, J. Randall
MacDonald, Sean O. Mahoney, Michael McNamara and Lawrence A.
Zimmerman.

In related news, Delphi Automotive related on February 25, 2010,
that its chief financial officer John Sheehan plans to leave the
company effective March 31 to pursue other opportunities.

"John has been an outstanding leader in the transformation of
Delphi," said CEO and President Rodney O'Neal.  "Through an
extremely difficult period for our company and our industry, John
has been a tenacious and steadfast advocate for us with the
financial community, assuring that we had adequate funding to
operate and meet our commitments to our customers.  His
leadership of our restructuring process has earned him the
respect of our employees, customers and suppliers.  While we will
miss his guidance, work ethic, and leadership of the financial
team at Delphi, we wish him the very best in new endeavors."

Mr. Sheehan, 49, joined Delphi in 2002 as chief accounting
officer and controller.  In March 2005, he was named acting chief
financial officer overseeing Delphi's treasury, tax, mergers and
acquisitions, internal and external reporting, internal control,
budgeting, forecasting and financial planning and analysis.  He
was named vice president and chief restructuring officer, chief
accounting officer and controller in October 2005 and became CFO
in October 2008.

Delphi has initiated an outside search for Mr. Sheehan's
successor. Upon Mr. Sheehan's departure, Keith Stipp, current
treasurer of the company, will serve as acting CFO until the
position is filled.

                    About Delphi Automotive

Delphi Automotive is a leading global supplier of electronics and
other technology for autos, commercial and other vehicles.
Delphi Automotive was created in October 2009 when a group of
private investors purchased assets from the former Delphi
Corporation.  Delphi has more than 100,000 employees at 270
locations and 24 engineering centers in 32 countries. More
information regarding the company can be found at
http://www.delphi.com/

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DELPHI CORP: DSRA Stopped From Pursuing Suit vs. GM
---------------------------------------------------
Judge Robert D. Drain of the United States Bankruptcy Court for
the Southern District of New York ordered the Delphi Salaried
Retirees Association to immediately cease and desist from any
further prosecution of its action in the United States District
Court for the Eastern District of Michigan against General Motors
Company or New GM or any similar lawsuit in any forum against New
GM.

The DSRA will immediately dismiss New GM from the Michigan Civil
Action, without prejudice to its ability to seek future relief in
the Bankruptcy Court from the injunction set forth in the
Debtors' Modified First Amended Joint Plan of Reorganization and
its related confirmation order dated July 30, 2009, upon a
showing to the Bankruptcy Court of new facts and circumstances
that would demonstrate that New GM's conduct is not subject to
the release and injunction provisions of the Modified Plan and
the July 30 Confirmation Order, Judge Drain ruled.

Any further prosecution of the Michigan Civil Action against New
GM, or prosecution of any similar lawsuit in any forum against
New GM, without the DSRA first proceeding in the Bankruptcy Court
will constitute contempt of the Bankruptcy Court, Judge Drain
held.

                 DSRA Objects, New GM Talks Back

Shortly before the Bankruptcy Court entered its ruling, the DSRA
filed a response to New GM's Plan Enforcement Motion.

DSRA, through its counsel, Howard S. Sher, Esq., at Jacob &
Weingarten, P.C., in Troy, Michigan, asserted that New GM's
decision to initiate the collateral proceedings "is patent forum
shopping, designed to select a forum [New GM] believes will be
more sympathetic to [New GM's] position, while at the same time
forcing the DSRA to litigate issues in multiple forums in an
attempt to drain the DSRA's financial resources."

The DSRA insisted that its allegations in the Michigan Civil
Action (i) concern actions completely unrelated to the Modified
Plan and taken after the effective date of the releases granted
to New GM by the Bankruptcy Court; and (ii) implicate a cause of
action outside the scope of the releases because its claims
involve allegations of willful misconduct.

In effect, the DSRA asked the Bankruptcy Court to either abstain
from ruling on the Plan Enforcement Motion in favor of the
Michigan District Court or, deny the Plan Enforcement Motion.

"The DSRA is wrong," New GM said in light of the DSRA's response.

New GM's counsel, Lisa G. Laukitis, Esq., at Jones Day, in New
York, clarified that New GM's commitments to assume or grant
pension "top-up" commitments to the United Auto Workers, United
Steelworkers and International Union of Electronic, Electrical,
Salaried, Machine and Furniture Workers were all made before the
Effective Date of the Modified Plan, October 6, 2009.  In fact,
according to its own pleadings, the DSRA's claims of "government
action" and "constitutional discrimination" arose in July 2009
when New GM assumed the UAW pension top-up obligation as part of
the Modified Plan and early September 2009 when New GM committed
to top up the USW and IUE-CWA pensions, before the Effective
Date, she pointed out.

The DSRA's emphasis on the Effective Date is also a red herring
because New GM's top-up decisions fall within the releases in the
Modified Plan, Ms. Laukitis contended.  For one, the Modified
Plan exculpates New GM for any acts taken in furtherance of the
Master Disposition Agreement and the Modified Plan or consistent
with the various settlement agreements reached between New GM and
the Unions.  More importantly, the exculpation encompasses acts
taking place before and after the Effective Date, she pointed
out.  New GM's actions in respect of these pension top-up
obligations were undertaken to implement the Modified Plan and
are consistent with the Union Settlement Agreements approved by
the Bankruptcy Court, she added.

New GM also opposed the DSRA's request that the Bankruptcy Court
abstain from deciding the Plan Enforcement Motion.  New GM
believes that the Bankruptcy Court is the most appropriate forum
to interpret and enforce its own orders and is most familiar with
the complex union and employee negotiations and the sale and
financing transactions that were required during the Debtors'
Chapter 11 cases.  New GM thus asked the Bankruptcy Court to
decide on its Plan Enforcement Motion.

Upon review, Judge Drain overruled the DSRA's response to New
GM's Plan Enforcement Motion.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DELPHI CORP: Professionals Seek $371 Million in Final Fees
----------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, 41
professionals retained in the Debtors' Chapter 11 cases filed
with the Court their final fee applications, seeking payment of
fees aggregating totaling $371,114,977, and reimbursement of
expenses, amounting to $22,512,113.

The Delphi Fee Committee notes that the final fee application
process covers the period through January 25, 2008.

The specific final fees and expenses requested are:

A. Professionals of the Debtors

Firm                       Period         Fees       Expenses
----                       ------      ----------    ---------
Skadden, Arps, Slate,      10/08/05-  $90,556,038   $5,756,849
Meagher & Flom LLP         01/25/08

KMPG LLP                   10/08/05-  $52,000,509   $4,774,859
                            10/06/09

FTI Consulting, Inc.       10/08/05-  $44,018,853   $3,645,695
                            01/25/08

PricewaterhouseCoopers     02/01/06-  $36,025,791   $3,233,384
LLP                        01/25/08

Rothschild Inc.            10/08/05-  $27,895,161     $857,653
                            01/25/08

Ernst & Young LLP          10/08/05   $27,549,300     $584,199
                            01/28/08

Deloitte & Touche LLP      10/08/05-  $13,377,565       $4,660
                            01/25/08

Shearman & Sterling LLP    10/08/05-   $6,020,871     $283,744
                            01/25/08

Mayer Brown LLP            02/01/06-   $3,422,323      $91,912
                            01/25/08

Legal Cost Control. Inc.   10/01/06-   $2,708,812           $0
                            01/25/08

Covington & Burling LLP    10/08/05-   $1,883,390      $60,324
                            01/25/08

Togut, Segal & Segal LLP   10/01/07-   $1,671,124     $198,683
                            01/25/08

Jones Lang Lasalle         10/01/07-   $1,259,205      $61,316
Americas, Inc.             12/31/07

Ivins, Phillips, &         10/08/05-   $1,201,943      $19,669
Barker Chartered           01/25/08

Howard & Howard            10/08/05-   $1,093,130     $105,865
Attorneys, P.C.            01/25/08

Wilmer Cutler Pickering    10/08/05-     $999,898     $199,335
Hale and Dorr LLP          01/25/08

Groom Law Group,           10/08/05-     $745,728      $39,319
Chartered                  01/25/08

Thompson Hine LLP          10/08/05-     $716,338      $82,203
                            01/25/08

DLA Piper LLP              05/01/06-     $308,947      $12,092
                            08/15/07

Butzel Long                10/01/07-     $294,581       $4,613
                            01/25/08

Jaeckle Fleischmann &      10/01/07-     $280,150      $48,435
Mugel, LLP                 01/25/08

Banner & Witcoff, Ltd.     10/08/05-     $253,346      $11,997
                            08/15/07

Cadwalader, Wickersham     10/10/05-     $249,351      $14,877
& Taft LLP                 08/15/07

Dykema Gossett PLLC        10/01/07-     $212,416      $24,438
                            01/25/08

W.Y. Campbell & Company    09/01/06-     $190,322       $5,015
                            01/25/08

Quinn Emanuel Urquhart     10/08/05-     $153,390       $5,803
Oliver & Hedges, LLP       08/15/07

Cantor Colburn LLP         10/01/07-     $119,740      $28,417
                            01/25/08

O'Melveny & Myers LLP      10/01/07-       $7,988       $1,007
                            01/25/08

Blake, Cassels &           10/01/07-      C$2,539      C$1,173
Graydon LLP                01/25/08


B. Professionals of the Official Committee of Unsecured Creditors

Latham & Watkins LLP       10/01/05-  $19,817,103   $1,113,098
                            01/25/08

Mesirow Financial          10/19/05-   $9,803,908     $157,826
Consulting, LLC            01/25/08

Jeffries & Company, Inc.   10/08/05-   $4,759,561     $144,672
                            01/25/08

Steven Hall & Partners,    11/07/05-   $1,648,071           $0
LLC                        01/25/08

Warner Stevens, L.L.P.     11/10/05-   $1,406,439      $74,322
                            01/25/08

Buck Consultants, LLC      10/01/07-      $96,648           $0
                            09/30/08

C. Professionals of the Official Committee of Equity Security
  Holders

Fried, Frank, Harris,      05/08/06-  $11,066,482     $509,892
Shriver & Jacobson LLP     01/25/08

Houlihan Lokey Howard &    07/31/06-   $3,121,774     $109,900
Zukin Capital              01/25/08

Gregory P. Joseph Law      10/01/07-     $148,725       $5,490
Offices LLC                01/25/08


D. Professionals of Senior Noteholders

Goodwin Procter LLP        09/17/07-   $3,412,444     $224,661
                            01/17/08

Klestadt & Winters, LLP    09/17/07-       $3,205          $66
                            01/17/08

Maryann Keller &           09/17/07-     $329,906           $0
Associates                 01/17/08

Stutman, Treister &        06/04/08-     $284,501      $15,823
Glatt P.C.                 09/25/08

Davidson Kempner Capital Management LLC; Elliott Associates,
L.P.; Nomura Corporate Research & Asset Management, Inc.;
Northeast Investors Trust; SPCP Group, LLC; Whitebox Advisors,
LLC, and CR Intrinsic Investors, LLC, are holders of senior notes
issued by Delphi Corporation.

These professionals seek payment of hold back fees that amount
to:

  Professional                       Holdback Fees
  ------------                       -------------
  Latham Wilkins                       $421,184
  Houlihan Lokey                        133,225
  Skadden Arps                          155,721
  FTI Consulting                        736,503
  Mesirow Financial                     157,826
  Cantor Colburn                         22,959
  Gregory P. Joseph                      29,745
  Blake Cassels                           C$507

Moreover, Buck Consultants seeks final approval of previously
paid fees made by the Debtors for $151,426 for the period from
January 23, 2006, to September 30, 2008.  Warner Stevens, L.L.P.,
also seeks payment of $12,500 for preparation of its final fee
application.  Jones Lang seeks final allowance of additional fees
of $36,095 for services performed and $144,701 for unpaid fees.

           Certain Professional Fees are not Warranted,
                      U.S. Trustee Asserts

Despite the review of the asserted professional fees and expenses
by the Debtors' Audit Committee and the Delphi Joint Fee Review
Committee, negotiated reductions and voluntary write-offs totaled
only 4%, Diana G. Adams, U.S. Trustee for Region 2, complains.

While the Debtors' Chapter 11 cases were complicated, they were
not a success, the U.S. Trustee maintains.  She notes that the
Debtors were unable to consummate their original plan of
reorganization, which was confirmed on January 25, 2008.  She
further points out that the Debtors' Modified First Amended Joint
Plan of Reorganization, which was confirmed on July 30, 2009,
became effective on October 9, 2009 -- only after the U.S.
Department of the Treasury authorized General Motors Corporation
or Old GM to use government money to partially fund the Modified
Plan.

Upon review, the U.S. Trustee thus asks the Court to disallow the
requested fees of certain professionals, totaling $16,092,345, on
these grounds:

  * The Court should reduce Skadden Arps' fees by $436,530
    because the firm billed the Debtors for clerical time
    incurred by paraprofessionals, which is not compensable, and
    charged excessive fees for the work of unadmitted personnel.

  * Rothschild did not meet its burden of proving that it is
    entitled to a $15 million Completion Fee.  The Court
    should disallow the Completion Fee.

  * Wilmer Hale seeks reimbursement of fees for $174,049
    incurred by PwC, which assisted the firm in its
    representation of the Audit Committee.  Professionals
    retained under Section 327 of the Bankruptcy Code may not
    retain other professionals and claim the fees as expenses in
    applications for compensation, the U.S. Trustee contends.
    The Court should thus deduct that amount from either Wilmer
    Hale's or PwC's final fee award.  In addition, Wilmer Hale
    did not disclose the arrangement with PwC in the affidavits
    under Rule 2014 of the Federal Rules of Bankruptcy Procedure
    that it filed with the Court.  The Court should thus order
    Wilmer Hale to disgorge $179,398, which represents total
    fees incurred and paid during the third interim fee period.

  * The Court should reduce the final fee award to Latham &
    Watkins for $132,330 because the firm charged excessive fees
    for the work of unadmitted personnel.

  * The Court should disallow fees and expenses, totaling
    $151,836, billed by Fried Frank for time incurred by summer
    associates, which is overhead and not compensable.  The U.S.
    Trustee further asserts that Fried Frank charged excessive
    fees for unadmitted personnel.

  * Warner Stevens seeks the award of future fees for $12,000.
    The Court should deny the award of future fees unless Warner
    Stevens settles a supplemental fee order along with
    contemporaneous time records documenting the request.

  * Howard & Howard seeks the award of future fees and the
    reimbursement of future expenses for $6,200.  The Court
    should deny this request unless Howard & Howard settles a
    supplemental fee order along with contemporaneous time and
    expense records documenting the request.

The U.S. Trustee says she does not object to the final award of
fees and reimbursement of expenses of the other professionals, a
list of which is available for free at:

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

                    Professionals Respond to
                   U.S. Trustee's Contentions

John Wm. Butler, Jr., Esq., of Skadden Arps asserts that his firm
already made voluntary reductions with respect to fees, charges,
and disbursements, totaling $10,117,859, or about 9.5%.  "These
voluntary accommodations of about 9.5% exceeds the 4% aggregate
voluntary accommodation calculated by the U.S. Trustee."

In response to the U.S. Trustee's objections, Mr. Butler explains
that Skadden Arps' policy is not to charge clients for firm
administration matters as set forth in the firm's Final Fee
Application.  However, as contemplated under Section 330 and
customary practice in the Southern District of New York, Skadden
Arps is permitted to recover reasonable paraprofessional fees, he
says.  In this light, paraprofessionals' review of the case
docket and several correspondences; and tracking of motions and
other pleadings to assure that all deadlines were timely met are
not overhead charges but specific tasks required for the smooth
and continuous representation of debtors in very large and
complex Chapter 11 cases, Mr. Butler insists.

To address the U.S. Trustee's concerns, Warner Stevens filed with
the Court a copy of contemporaneous time records showing that it
incurred 41.6 hours of professional time or $12,645 in the
preparation of the Final Fee Application.  Warner Stevens adds
that it has incurred $485 in expenses related to the service of
its Final Fee Application.  Despite that incurrence, Warner
Stevens seeks only $12,500 for the preparation of the Final Fee
Application.  A copy of the supplemental time records is
available for free at:

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

Latham & Watkins, for its part, clarifies that it did not charge
hourly rates for the unadmitted personnel that exceed the hourly
rates for attorneys who had been admitted to the bar.  Latham &
Watkins further contends that the U.S. Trustee failed to account
for an increase in the firm's billing rates for attorneys and
paralegals that occurred on January 1, 2008.  Thus, Latham &
Watkins asks the Court to overrule the U.S. Trustee's objections
to its requested fees.

William R. Shaw, managing director at Rothschild, explains that
the $15 million Completion Fee was triggered by these two events
in the Debtors' Chapter 11 cases, each of which constituted a
"Transaction" under the firm's engagement letter:

  (1) The effectiveness of an Amended and Restated Global
      Settlement Agreement and Amended Master Restructuring
      Agreement on September 29, 2008, which immediately
      transferred an unfunded net pension liability of about
      $2.1 billion from the Debtors to Old GM and committed
      Old GM to provide substantial additional support to the
      Debtors with respect to labor costs and other post
      -employment benefits commitments, which the Debtors valued
      at about $10.6 billion; and

  (2) The effectiveness of the Modified Plan, and Delphi
      Holdings LLP's consummation of the acquisition of most
      of the Debtors' assets and operations.

In a separate filing, Michelle A. Goldis, Esq., at Wilmer Hale,
argues that her firm's arrangement with PwC was properly
disclosed and authorized by the Court.  She reminds that Court
that the Debtors noted in the PwC Employment Application that PwC
would perform various accounting services for the Debtors and
would do work for Wilmer Hale in connection with Wilmer Hale's
work for the Audit Committee.  She relates that Wilmer Hale then
submitted an interim fee statement on September 26, 2009, to the
Debtors, disclosing that the requested fees to be reimbursed
included a $174,094 for services rendered and costs incurred by
PwC during the period from February 1, 2006, to May 31, 2006.  No
objections were filed and the Debtors paid the requested amount,
she relates.

                Fee Committee Files Recommendation

David M. Sherbin, Esq., chairman of the Fee Review Committee,
notes that the Final Fee Applications of certain professionals
sought payment of fees and expenses, exceeding the amounts
previously awarded by the Court for the first six interim fee
periods and the amounts submitted to the Debtors for the seventh
interim fee period.  In this light, the Fee Review Committee
contacted each professional to reconcile the discrepancies, which
resulted to a reduction of fees, aggregating $215,000.

A summary of the Reconciled Fee Amounts prepared by the Fee
Committee is available for free at:

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

The Fee Review Committee thus recommends to the Court the amounts
sought in the Final Fee Applications, as reconciled, for
approval.

The Fee Review Committee, however, points out that Buck
Consultants, LLC's final fees for $248,074 is incorrect.  The Fee
Review Committee explains that the $248,074 amount, includes
$94,568 of fees incurred after January 25, 2008, which are not
part of the final fee application process.  Thus, Buck should
only be seeking final approval of $153,506 for fees and $0 for
expenses, the Fee Review Committee maintains.

                  Reorganized Debtors Defend Rothschild
                   and Support Approval of Final Fees

In light of the U.S. Trustee objections to Rothschild's
Completion Fee, DPH Holdings Corp. President John Brooks comments
that the U.S. Trustee does not appreciate the basis for the
payment of the Completion Fee to Rothschild.

In accordance with Rothschild's engagement letter, Delphi
Corporation paid Rothschild $7.5 million in January 2009 and
$7.5 million in connection with the closing of the transactions on
the Plan Effective Date in October 2009.  Mr. Brooks emphasizes
that Rothschild has agreed to certain voluntary accommodations
with respect to its overall fee:

  * Rothschild agreed to reduce its mergers and acquisitions or
    "M&A" fee with respect to the sale of the Debtors' steering
    business by $500,000.  Rothschild earned a $5 million
    Steering M&A Fee which, after applying the 50% credit
    against the Completion Fee as required under the engagement
    letter, entitled the firm to receive payment of
    $2.5 million.  As an accommodation, Rothschild agreed to
    further reduce that amount to $2 million and to defer payment
    until after the Effective Date.

  * Rothschild waived its right to receive a $2 million New
    Capital Fee in connection with in the DIP Accommodation
    Agreement.  Rothschild was entitled to a New Capital Fee
    capped at $2 million in connection with any extension,
    modification, or refinancing of debtor-in-possession
    financing.  Although DPH Holdings believes that Rothschild
    earned the $2 million New Capital Fee in connection with
    the DIP Accommodation Agreement, the firm waived the New
    Capital Fee as an additional accommodation.

Mr. Brooks adds that DPH Holdings will pay the balance due and
owing to Rothschild of $2,190,322, consisting of a holdback of
$190,322 with respect to the seventh interim period and the
$2 million M&A fee.  DPH Holdings will also pay the unpaid fee
amounts as reconciled by the Fee Review Committee, he adds.
These amounts have been fully provided for in the professional
fee escrow established in connection with the closing of the
transactions on the Plan Effective Date, Mr. Brooks tells the
Court.

                 Dickinson Wright Stipulates with
                   U.S. Trustee on Final Fees

Dickinson Wright PLLC firm filed its sixth interim and final
application for the period from April 26, 2006, to August 15,
2007.  Even though Dickinson Wright sought final approval and
payment of its costs and fees, the firm withdrew the Final
Application and refiled the fee application as its Sixth Interim
Application.  The Debtors included Dickinson Wright in their
Notice of Hearing for the final fee applications.

Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan, says it was agreed between the Debtors and Dickinson
Wright that the Debtors had made an error on their Notice of
Hearing, and that the final amount of fees and costs for
Dickinson Wright should be $455,642 and $21,976 as previously
approved pursuant to the interim fee application process.  Upon
learning of Dickinson Wright's failure to file a current final
fee application, the Debtors and U.S. Trustee agreed to allow the
firm's Sixth Interim Application as a final application.

Thus, Dickinson Wright asks the Court to allow payment of its
prior fee applications for $445,642 and reimbursement of expenses
of $21,976.

Ms. Katsma notes that Dickinson Wright, which had not been
involved in the Debtors' bankruptcy case after August 15, 2007,
believes that its failure to refile a final fee application
constitutes excusable neglect.  There is no prejudice to the
Debtors' estate as Dickinson Wright is not seeking payment
of additional fees and costs or allowance of any fees or costs
which were not already approved by prior Court orders, she
maintains.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

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


DELTA AIR: FS Technicians Reject Union Representation
-----------------------------------------------------
Delta Air Lines, Inc., received on February 25, 2010, a
notification from the National Mediation Board that a majority of
eligible flight simulator technicians rejected union
representation by the International Association of Machinists.

"Our flight simulator technicians have made a decisive choice not
to have IAM representation," said Mike Campbell, Delta's
executive vice president of Human Resources and Labor Relations,
in an official statement issued by the Company.  "We take our
responsibility to do right by our people very seriously and we'll
continue to do everything we can to make Delta a great place to
work," Mr. Campbell said.

"It's now time for the IAM to move forward to allow our employees
in other workgroups the same opportunity to express their
individual choice about union representation," Mr. Campbell
added.

Ninety-one flight simulator technicians were eligible to vote in
this election.  Of those, only 40 voted in favor of IAM
representation, according to the statement.

           AFA Blocks Delta's Crew Integration Efforts

The Association of Flight Attendants has lobbed a grievance
asserting that Delta must stop combining Delta-Northwest flight
crews because its contract says flights flown by Northwest pilots
must be worked by Northwest flight attendants, reported The
Atlanta-Journal Constitution.

The dispute is hinged on labor representation issues that remain
unresolved after the airlines merged in October 2008.  Delta's
non-union flight attendants have not voted on representation.

"We understand that since Delta management has never had to
adhere to a flight attendant contract before, they are used to
imposing various work rules upon the flight attendants with no
recourse, so of course they would be intimidated . . . and get
defensive," Northwest AFA president Janette Rook related in an e-
mail to the AJC.  "Since Delta has gotten rid of most of the pre-
merger NWA management that understood our contract, there have
been a number of critical contractual violations," Ms. Rook
added.

In a memo to flight attendants, Delta Senior Vice President of
in-flight service Joanne Smith said she "strongly disagree[s]
with the AFA's position for several reasons, among them that all
our operations are now Delta operations and all pilots are Delta
pilots operating under a single Delta seniority list."  The
integration "will improve work-life quality for Northwest
attendants," she added.

Delta and Northwest pilots have already combined seniority lists.
Delta wants to cross-staff flight attendant crews starting May 1,
2010, according to the report.

                            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: Inks LaGuardia & Reagan Pact With US Airways
-------------------------------------------------------
Delta Air Lines (NYSE: DAL) and US Airways (NYSE: LCC) have
entered into an agreement to transfer to four airlines 12 percent
of the takeoff and landing slots involved in a previously
announced transaction between the carriers at New York's LaGuardia
and Washington's Reagan National airports.  The transfers are
contingent upon Federal Aviation Administration (FAA) approval
and the subsequent closing of the originally proposed Delta-US
Airways transaction.

In comments filed with the U.S. government, Delta said it has
concluded agreements with AirTran Airways (NYSE: AAI), Spirit
Airlines and WestJet (TSE: WJA) to transfer up to five pairs each
of takeoff and landing slots at LaGuardia.  In a separate
transaction, US Airways has agreed to transfer five pairs of
Reagan National slots to JetBlue Airways (Nasdaq: JBLU).

AirTran, Spirit, WestJet and JetBlue are each considered limited
incumbents or new entrant airlines by the FAA at these airports.
In the filings, the four airlines urged the government to approve
the proposed Delta-US Airways slot transaction.

Under Delta and US Airways' originally announced proposal, US
Airways would transfer 125 operating slot pairs to Delta at
LaGuardia and Delta would transfer 42 operating slot pairs to US
Airways at Reagan National.  US Airways also would gain access to
the key international destinations of Sao Paulo and Tokyo-Narita.

With the new six-way agreement, Delta would operate an additional
110 slot pairs at LaGuardia; AirTran, Spirit and WestJet would
obtain five slot pairs each at LaGuardia from Delta; US Airways
would acquire 37 slot pairs at Reagan National; JetBlue would gain
five slot pairs from US Airways at Reagan National; and US Airways
would gain access to Sao Paulo and Tokyo.

As previously outlined by Delta and US Airways, the airlines'
proposed transaction would add flights to a number of cities from
both the New York and Washington, D.C. markets.

In New York, Delta will add or preserve service to dozens of
small- and medium-sized communities while adding service in a
number of markets not currently served by US Airways.  The airline
would also begin a multimillion dollar construction program at
LaGuardia to connect the existing Delta and US Airways terminals.
Delta has estimated that the transaction will generate as many as
7,000 new jobs in the New York City area driven by the
construction of new facilities and the addition of service.

In Washington, D.C., US Airways will add 15 new, daily
destinations to its schedule, including eight routes that
currently have no daily nonstop service to Reagan National on any
airline.  US Airways plans to fly to all of the destinations that
Delta decides to discontinue as a result of this transaction.
The airline also will significantly expand its use of larger
dual-class jets by nearly 50 percent at Reagan National.

Delta and US Airways on Aug. 12, 2009, announced their plans to
transfer slots at LaGuardia and Reagan National airports.  On
Feb. 9, 2010, the FAA granted conditional approval of the
transaction with a requirement that slots be divested at both
airports.   As part of their filings, Delta and US Airways also
submitted comments challenging the legal basis for the
divestiture requirement.  Delta and US Airways confirmed in the
filings that they do not intend to go forward with the
transaction on the conditions stated in the FAA's Feb. 9 notice
if the original transaction, as modified by today's agreement, is
not approved.

                       About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,000 flights per day and serves more than 190
communities in the U.S., Canada, Mexico, Europe, the Middle East,
the Caribbean, Central and South America.  The airline employs
more than 31,000 aviation professionals worldwide and is a member
of the Star Alliance network, which offers its customers more than
19,700 daily flights to 1,077 airports in 175 countries.  Together
with its US Airways Express partners, the airline serves
approximately 80 million passengers each year and operates hubs in
Charlotte, N.C., Philadelphia and Phoenix, and a focus city at
Ronald Reagan Washington National Airport.  And for the eleventh
consecutive year, the airline received a Diamond Award for
maintenance training excellence from the Federal Aviation
Administration for its Charlotte hub line maintenance facility.
For more company information, visit http://www.usairways.com

                            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: Reports February 2010 Traffic Results
------------------------------------------------
Delta Air Lines (NYSE: DAL) reported traffic results for February
2010.  System traffic in February 2010 decreased 2.6 percent
compared to February 2009 on a 6.1 percent decrease in capacity.
Load factor increased 2.8 points to 77.1 percent.

Domestic traffic decreased 3.3 percent year over year on a 4.6
percent decrease in capacity.  Domestic load factor increased 1.0
point to 78.8 percent.  International traffic decreased 1.5
percent year over year on an 8.5 percent decrease in capacity, and
load factor increased 5.3 points to 74.3 percent.

                        Delta Air Lines
                    Monthly Traffic Results

                    February 2010     February 2009    Change
                    -------------     -------------    ------
RPMs (000):

   Domestic             7,937,949         8,208,678    (3.3%)
     Mainline           6,206,895         6,446,654    (3.7%)
     Regional           1,731,054         1,762,025    (1.8%)

   International        4,556,685         4,625,521    (1.5%)
     Latin America      1,058,394         1,017,000     4.1%
      Mainline          1,036,475         1,000,404     3.6%
      Regional             21,919            16,596    32.1%
     Atlantic           1,995,819         2,146,056    (7.0%)
     Pacific            1,502,472         1,462,465     2.7%

   System              12,494,634        12,834,199    (2.6%)

ASMs (000):

   Domestic            10,071,021        10,555,228    (4.6%)
     Mainline           7,767,826         8,091,515    (4.0%)
     Regional           2,303,195         2,463,713    (6.5%)

   International        6,136,380         6,707,255    (8.5%)
     Latin America      1,388,305         1,369,435     1.4%
      Mainline          1,358,038         1,343,428     1.1%
      Regional             30,267            26,007    16.4%
     Atlantic           2,913,042         3,513,162   (17.1%)
     Pacific            1,835,033         1,824,658     0.6%

   System              16,207,401        17,262,483    (6.1%)

Load Factor

   Domestic                 78.8%             77.8%     1.0  pts
     Mainline               79.9%             79.7%     0.2  pts
     Regional               75.2%             71.5%     3.7  pts

   International            74.3%             69.0%     5.3  pts
     Latin America          76.2%             74.3%     1.9  pts
      Mainline              76.3%             74.5%     1.8  pts
      Regional              72.4%             63.8%     8.6  pts
     Atlantic               68.5%             61.1%     7.4  pts
     Pacific                81.9%             80.2%     1.7  pts

   System                   77.1%             74.3%     2.8  pts

Passengers Boarded      10,874,769        11,400,286    (4.6%)

Mainline Completion
Factor                       94.7%             99.2%    (4.5) pts

Cargo Ton Miles (000):
Passenger Cargo          166,531           115,896    43.7%
Freighter Cargo                0            39,686  (100.0%)

System                     166,531           155,582     7.0%

                         Delta Air Lines
                   Year to Date Traffic Results

                    February 2010     February 2009    Change
                    -------------     -------------    ------
RPMs (000):

   Domestic            16,388,172        16,895,251    (3.0%)
     Mainline          12,832,333        13,327,346    (3.7%)
     Regional           3,555,839         3,567,904    (0.3%)

   International        9,912,269        10,465,922    (5.3%)
     Latin America      2,211,835         2,178,123     1.5%
      Mainline          2,172,472         2,139,430     1.5%
      Regional             39,363            38,694     1.7%
     Atlantic           4,502,997         5,024,043   (10.4%)
     Pacific            3,197,437         3,263,756    (2.0%)

   System              26,300,441        27,361,172    (3.9%)

ASMs (000):

   Domestic            21,216,319        21,919,675    (3.2%)
     Mainline          16,344,753        16,834,433    (2.9%)
     Regional           4,871,565         5,085,242    (4.2%)

   International       13,003,280        14,424,086    (9.9%)
     Latin America      2,845,838         2,886,107    (1.4%)
      Mainline          2,790,438         2,826,240    (1.3%)
      Regional             55,401            59,867    (7.5%)
     Atlantic           6,300,288         7,553,727   (16.6%)
     Pacific            3,857,153         3,984,252    (3.2%)

   System              34,219,599        36,343,761    (5.8%)

Load Factor

   Domestic                 77.2%             77.1%     0.1  pts
     Mainline               78.5%             79.2%    (0.7) pts
     Regional               73.0%             70.2%     2.8  pts

   International            76.2%             72.6%     3.6  pts
     Latin America          77.7%             75.5%     2.2  pts
      Mainline              77.9%             75.7%     2.2  pts
      Regional              71.1%             64.6%     6.5  pts
     Atlantic               71.5%             66.5%     5.0  pts
     Pacific                82.9%             81.9%     1.0  pts

   System                   76.9%             75.3%     1.6  pts

Passengers Boarded      22,502,920        23,569,888    (4.5%)

Cargo Ton Miles (000):
Passenger Cargo          319,826           230,140    39.0%
Freighter Cargo                0            75,281  (100.0%)

System                    319,826           305,421     4.7%

                            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: Techops to Expand Services for Sun Country
-----------------------------------------------------
The maintenance division of Delta Air Lines (NYSE: DAL), Delta
TechOps, recently expanded its relationship with Sun Country
Airlines of St. Paul, Minn., with agreements to provide auxiliary
power unit (APU) and component maintenance services.

"As the maintenance and repair organization supporting the world's
premier global airline, Delta TechOps has a highly skilled
workforce and tremendous resources at our disposal," said Tony
Charaf, president of Delta TechOps.  "The men and women of Delta
TechOps deliver a high degree of efficiency, flexibility and
service to valued customers like Sun Country."

As part of one agreement, Delta TechOps will provide exclusive
maintenance on the GTCP 131-9B engine APUs for Sun Country's fleet
of nine 737 NG aircraft for five years.  A second agreement
extends an existing contract through 2018 for Delta TechOps to
supply inventory support and service?including integrated
component repair and exchanges?for Sun Country's entire 737 NG
fleet.  Delta TechOps has been providing maintenance services to
Sun Country's aircraft since 2001.

"During our nine-year partnership with Delta TechOps, they've
provided the customized solutions we need, along with unparalleled
service and the best technicians in the industry," said Tony
Kubit, director of Engineering for Sun Country Airlines.  "Their
proven expertise in 737 NG maintenance and familiarity with our
growing fleet made them the obvious choice to provide our APU
maintenance and component services going forward."

                 About Sun Country Airlines

MN Airlines, LLC, d.b.a. Sun Country Airlines is based in St.
Paul, Minnesota.  Sun Country, which has earned a reputation for
offering world class service at an affordable price, was recently
named in the "Top 10 Domestic Airlines" by Travel+Leisure for the
fourth year in a row and Conde Nast Traveler for the third year in
a row.  The airline flies to popular destinations in the United
States, Mexico and the Caribbean.  For a complete list of
destinations and more information, visit http://www.SunCountry.com

                   About Delta TechOps

Delta TechOps -- http://www.deltatechops.com-- is the largest
airline maintenance, repair and overhaul provider in North
America, generating more than $500 million in revenue in 2009.  In
addition to providing maintenance and engineering support for
Delta's fleet of more than 750 aircraft, Delta TechOps serves more
than 150 other aviation and airline customers around the world,
specializing in high-skill work like engines, components, hangar
and line maintenance.  Delta TechOps employs more than 8,500
maintenance professionals and is one of the world's most
experienced providers with more than seven decades of aviation
expertise.

                            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.


DESERT CAPITAL: Hancock Askew Raises Going Concern Doubt
--------------------------------------------------------
On March 23, 2010, Desert Capital REIT, Inc., filed its annual
report on Form 10-K for the year ended December 31, 2009.

Hancock Askew & Co., LLP, in Savannah, Ga., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses from operations and cash flow produced from
operating activities is not sufficient to meet current obligations
and debt payments.

The Company reported a net loss of $55.6 million on interest
income of $1.4 million for the year ended December 31, 2009,
compared to a net loss of $37.5 million on interest income of
$7.4 million for 2008.

The Company's balance sheet as of December 31, 2009, showed
$83.0 million in assets, $54.9 million of debts, and $28.1 million
of stockholders' equity.

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

                  http://researcharchives.com/t/s?5c19

Henderson, Nev.-based Desert Capital REIT, Inc. is a Maryland
corporation formed in December 2003 as a real estate investment
trust.  When the Company first began conducting business, it
specialized in the financing of real estate projects by providing
short-term mortgage loans to homebuilders and commercial
developers in markets where it believed it possessed requisite
skills and market knowledge, which was primarily in the western
United States.  Currently, the Company relies primarily on sales
of its real estate assets and to a lesser degree on interest
income from its performing loans and rental income from its
tenants, to provide the cash flow necessary to operate its
business.


DREIER LLP: 360networks Creditors Lose Bid to Get Artworks
----------------------------------------------------------
Judge Jed S. Rakoff of the U.S. District Court for the Southern
District of New York denied a bid by the official committee of
unsecured creditors of 360networks (USA) Inc. to obtain possession
of artworks bought by Marc Dreier.

The 360networks Committee has alleged that it retained Dreier LLP,
to pursue preference actions for the benefit of the 360 Estates.
The Committee said that between October 2007 and November 2008,
Mr. Dreier stole and converted more than $50 million of preference
recovery funds that were held in trust for the Committee, at which
time a constructive trust over the funds was established for the
360 Estates' benefit.  The Committee asserted that Mr. Dreier's
purchases of various artworks are traceable to the preference
recoveries.

Federal prosecutors sought dismissal of the 360 Committee's bid,
arguing that the funds used to buy the artworks cannot in all
circumstances be traced to the preference recoveries.  The
Committee also argued that the victim restoration process under
the authority of the Attorney General entails the pro rata
distribution of forfeited property to Mr. Dreier's victims in
accordance with the amounts of their losses.

In a five-page decision, the Court held that to grant a
constructive trust in favor of the 360 Estates would be unfair
both to the other Dreier victims, whose funds were likewise stolen
in connection with a fiduciary relationship.

                        About 360networks

Headquartered in Vancouver, British Columbia, 360networks, Inc.
-- http://www.360.net/-- provides fiber optic communications
network products and services worldwide.  The company, together
with 22 affiliates, filed for chapter 11 protection on June 28,
2001 (Bankr. S.D.N.Y. Case No. 01-13721), obtained confirmation of
their plan on October 1, 2002, and emerged from chapter 11 on
November 12, 2002.  Alan J. Lipkin, Esq., and Shelley C. Chapman,
Esq., at Willkie Farr & Gallagher, represented the company in the
case.  Lawyers at Dreier LLP represented the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $6,326,000,000 in assets and
$3,597,000,000 in liabilities.

                          About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier has been charged by the
U.S. government for conspiracy, securities fraud and wire fraud
before the U.S. District Court for the Southern District of New
York (Manhattan) (Case No. 09-cr-00085-JSR).

Dreier LLP filed for Chapter 11 on December 16, 2008 (Bankr.
S.D.N.Y., Case No. 08-15051).  Judge Robert E. Gerber handles the
case.  Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP, has been retained as counsel.  The Debtor listed
assets between $100 million and $500 million, and debts between
$10 million and $50 million in its filing.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Chapter 11 estate of Dreier LLP, and Steven J. Reisman as post-
confirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that sent Mr. Dreier to
bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D. N.Y.,
Case No. 09-10371).


DRESSER-RAND GROUP: Moody's Gives Pos. Outlook; Keeps 'Ba3' Rating
------------------------------------------------------------------
Moody's Investors Service changed the outlook for Dresser-Rand
Group, Inc., to positive from stable.  Moody's also affirmed its
existing Ba3 Corporate Family Rating, Ba1 secured revolving credit
facility rating, B1 senior subordinated rating.  Moody's upgraded
DRC's Speculative Grade Liquidity Rating to SGL-2 from SGL-3.
These actions reflect DRC's continued ability to generate a
relatively strong base of earnings during the oilfield service
capital equipment downcycle.

"DRC has the largest installed base of capital equipment in its
classes," commented Francis J.  Messina, Moody's Vice President.
"Consequently, DRC benefits from a strong after-market service
equipment business which helps the company weather a downcycle."

The positive outlook anticipates that DRC will be the major
recipient of any global infrastructure build as new orders have
began to build.  The fourth quarter '09 new unit bookings of
$370 million surged forward from $79 million during the previous
quarter.  Moody's estimates that backlog will continue to
strengthen throughout 2010.  Moody's, however, recognizes that the
downturn in the oil and gas markets in 2009 adversely affected new
unit bookings, which will result in lower new unit sales overall
in 2010.  Most of DRC's customers are large, financially sound
companies that take a longer-term view of the commodity price
cycle.  As a result, many of these companies have a longer-term
view toward projects.  Concurrently, DRC's strong aftermarket
parts and services business, which benefits from its strong
leadership position within its industry, provides a base to its
business.

DRC's ratings could be upgraded in the second half of 2010 as
operating performance improves and financial policies remain
prudent.

DRC's ratings reflect its strong market share, technological
expertise, its dependable aftermarket business, and its relatively
strong financial profile.  DRC has long-standing relationships due
to its distinctively engineered and difficult to duplicate
equipment tailored to its customers, which has resulted in the
largest installed base of 95,000 units in its industry.  As a
result of the size and tailored engineered base, DRC's ratings
benefit from its strong after-market service equipment business
throughout the cycle.

DRC's SGL-2 rating reflects its good liquidity.  DRC is expected
to live within its cash flow in 2010.  The company has a
$500 million secured bank revolver, maturing 2012, with
$241 million of outstanding letters of credit at December 31,
2009.  There are two financial based covenants: an interest
coverage minimum of 3.0x and leverage test less than 3.75x.
Moody's anticipates the company will be well within its covenant
parameters.

The Ba1 rating for the senior secured facility reflects both the
overall probability of default of DRC, to which Moody's assigns a
PDR of Ba3, and a loss given default of LGD 2, 17% and its
position in its capital structure.  The B1 subordinated rating
(LGD 5, 81%) is notched significantly below the secured bank
rating given its subordination to both the secured and general
unsecured debt of the company.

The last rating action was on June 13, 2006, when Moody's upgraded
DRC's ratings and assigned a stable outlook.

Dresser-Rand Group Inc. is headquartered in Houston, Texas.


DUBAI WORLD: To Get $9.5-Bil. Bailout From Dubai Government
-----------------------------------------------------------
Stefania Bianchi at Dow Jones Newswires reports that Dubai's
government said Thursday it will inject about $9.5 billion into
Dubai World and real-estate developer Nakheel.  Dow Jones relates
that, according to a statement by Dubai government, cash for Dubai
World "will be funded by $5.7 billion remaining from the loan
previously made available from the Government of Abu Dhabi and
from internal Dubai government resources."

According to Dow Jones, the statement said that "the government is
offering to recapitalize Dubai World through the equitization of
the Government's $8.9 billion claim and a commitment to fund up to
$1.5 billion in new funds."  The statement also said the
government "is offering to inject approximately $8 billion in new
funds, which will have a significant direct impact on the
construction and real estate sectors and the wider economy, and to
recapitalize Nakheel through the equitization of the government's
$1.2 billion claim."

Dow Jones also relates a government financial advisor said on a
conference call that Dubai World's restructuring will include the
selling of some assets.  The advisor added that a restructuring
plan put forward to Dubai World lenders "will include work to be
done to fix companies inside of there, improve companies inside of
there, and also eventually include selling companies inside of
there."  Dow Jones says the government has no specific timeline
and "there's no immediate action" on asset sales.

Dow Jones also reports that Dubai World's chief restructuring
officer, Deloitte's Aidan Birkett, met with bankers Wednesday in a
five-hour conference as it hammers out a deal with creditors.  A
committee of senior creditors leading talks on behalf of the banks
includes HSBC Holdings PLC, Standard Chartered PLC, Lloyds Banking
Group PLC, Royal Bank of Scotland Group PLC, Abu Dhabi Commercial
Bank PJSC and Emirates NBD PJSC.

"Government position seems to be supportive with $9.5 billion in
new funds and governments own claims being equitised," said Saud
Masud, head of Mideast research at Swiss investment bank UBS AG in
Dubai, according to Dow Jones.  "If proposal is accepted it
appears the Nakheel bonds would be paid.  This will be a long
process nonetheless."

                        6-Month Standstill

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

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

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

                          Large Exposure

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

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

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

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

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

                        About Dubai World

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

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


DUBAI WORLD: Met with Creditors on $26-Bil. Debt Plan
-----------------------------------------------------
Carla Main at Bloomberg News reports that Dubai World and its
advisers on March 24 completed a meeting with banks to discuss
proposals to restructure about $26 billion of debt.

According to the report, more than 90 banks are owed money by
Dubai World.  Seven of its biggest creditors, HSBC Holdings Plc,
Royal Bank of Scotland Group Plc, Lloyds Banking Group Plc,
Standard Chartered Plc, Bank of Tokyo-Mitsubishi UFJ Ltd.,
Emirates NBD PJSC and Abu Dhabi Commercial Bank PJSC, are
negotiating with Dubai World on behalf of the lenders.

                        6-Month Standstill

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

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

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

                          Large Exposure

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

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

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

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

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

                        About Dubai World

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

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


ENNIS HOMES: Wants Access to Creditors Cash for April Expenses
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
will consider at a hearing on April 2, 2010, at 11:00 a.m., Ennis
Homes Inc.'s access to the cash collateral, in which Wells Fargo
Bank, Valley Business Bank and Tri-Counties Bank claim to have
valid liens.  The hearing will be held at Fresno Courtroom 11,
Department A.

The Debtor sought the Court's permission to use $217,488 of the
secured creditors' cash collateral to fund the expenses for the
month of April 2010.  The Debtor will use the money to continue
selling homes and closing escrows.

The Debtor related that it is negotiating a debtor-in-possession
credit facility with Bank of America.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the secured creditors
replacement liens against all of the Debtor's real property, other
than (a) any real property that is subject to the existing liens
of Wells Fargo Bank; and (b) the 4 remaining parcels in the Silver
Springs subdivision that are subject to the existing liens of
Citizens Bank, any liens will be junior to all existing liens.

                       About Ennis Homes Inc.

Ennis Homes Inc. is a homebuilder in California.  Ennis Homes was
founded in 1979 by Ben Ennis and has become one of the largest
family owned homebuilders in the Central Valley,.  Son Brian Ennis
serves as President and daughter Pam Ennis acts as Vice President-
Marketing of the Company.

Ennis Homes Inc. filed for Chapter 11 on Feb. 3, 2009 (Bankr. E.D.
Calif. Case No. 09-10848).  Hagop T. Bedoyan, Esq., and Jacob L.
Eaton, Esq., represent the Debtor as counsel.  In its petition,
Ennis Homes listed between $100 million and $500 million each in
assets and debts.


EXTENDED STAY: To Seek Nod of Starwood Investment Pact on April 8
-----------------------------------------------------------------
American Bankruptcy Institute reports that Extended Stay Inc. will
head to court on April 8 to request court approval to enter into
an investment agreement with Starwood Capital Group that is the
centerpiece of its latest reorganization plan.

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).


FANNIE MAE: Sec. Geithner Rules Out Nationalization
---------------------------------------------------
Sewell Chan at The New York Times reports the Obama administration
is moving tentatively to develop a plan to reshape Fannie Mae and
Freddie Mac.

NY Times relates that the Treasury Department and the Department
of Housing and Urban Development on April 15, 2010, will publish a
list of questions seeking comment on the appropriate role of the
government in housing finance, as well as the design of mortgage
products and protections for consumers who use them.

NY Times also relates that Treasury secretary, Timothy F.
Geithner, said before the House Financial Services Committee on
Tuesday, that the administration would "take a fresh, cold, hard
look at the core problems" in housing finance and deliver a
"comprehensive set of reforms" to Congress, but declined to
specify a timetable.

According to NY Times, Mr. Geithner ruled out nationalizing Fannie
and Freddie or creating several entities to compete with them.
Mr. Geithner also mentioned a public utility model, in which the
entities would guarantee mortgages without maintaining investment
portfolios, thereby limiting the systemic risk they would pose.
NY Times notes that Mr. Geithner's predecessor, Henry M. Paulson
Jr., had endorsed that model.

NY Times also relates that other witnesses proposed to the
Congressional panel a variety of solutions:

     -- Michael D. Berman, chairman of the Mortgage Bankers
        Association, urged that the government guarantee mortgage
        -backed securities, but not the regulated entities that
        would issue them.

     -- Vince Malta, a vice president for the National Association
        of Realtors, suggested that Fannie and Freddie be
        converted into government-chartered nonprofit entities
        that would be required to place any excess revenues into a
        reserve fund.

     -- Robert E. Dewitt, testifying for the National Multi
        Housing Council and the National Apartment Association,
        which represent the rental housing industry, called for "a
        balanced housing policy that doesn't measure success
        solely by how much home ownership there is."

NY Times notes that the government has so far spent $126 billion
bailing out Fannie and Freddie.

                        About Fannie Mae

Fannie Mae -- http://www.fanniemae.com/-- is a government-
sponsored enterprise that was chartered by Congress in 1938.
Fannie Mae securitizes mortgage loans originated by lenders in the
primary mortgage market into mortgage-backed securities, which can
then be bought and sold in the secondary mortgage market.  Fannie
Mae also participates in the secondary mortgage market by
purchasing mortgage loans and mortgage-related securities,
including the Fannie Mae MBS, for its own mortgage portfolio.  In
addition, Fannie Mae makes other investments that increase the
supply of affordable housing.  Under its charter, Fannie Mae may
not lend money directly to consumers in the primary mortgage
market.  Although Fannie Mae is a corporation chartered by the
U.S. Congress, and although its conservator is a U.S. government
agency and Treasury owns its senior preferred stock and a warrant
to purchase its common stock, the U.S. government does not
guarantee its securities or other obligations.

                        Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FREDDIE MAC: Sec. Geithner Rules Out Nationalization
----------------------------------------------------
Sewell Chan at The New York Times reports the Obama administration
is moving tentatively to develop a plan to reshape Fannie Mae and
Freddie Mac.

NY Times relates that the Treasury Department and the Department
of Housing and Urban Development on April 15, 2010, will publish a
list of questions seeking comment on the appropriate role of the
government in housing finance, as well as the design of mortgage
products and protections for consumers who use them.

NY Times also relates that Treasury secretary, Timothy F.
Geithner, said before the House Financial Services Committee on
Tuesday, that the administration would "take a fresh, cold, hard
look at the core problems" in housing finance and deliver a
"comprehensive set of reforms" to Congress, but declined to
specify a timetable.

According to NY Times, Mr. Geithner ruled out nationalizing Fannie
and Freddie or creating several entities to compete with them.
Mr. Geithner also mentioned a public utility model, in which the
entities would guarantee mortgages without maintaining investment
portfolios, thereby limiting the systemic risk they would pose.
NY Times notes that Mr. Geithner's predecessor, Henry M. Paulson
Jr., had endorsed that model.

NY Times also relates that other witnesses proposed to the
Congressional panel a variety of solutions:

     -- Michael D. Berman, chairman of the Mortgage Bankers
        Association, urged that the government guarantee mortgage
        -backed securities, but not the regulated entities that
        would issue them.

     -- Vince Malta, a vice president for the National Association
        of Realtors, suggested that Fannie and Freddie be
        converted into government-chartered nonprofit entities
        that would be required to place any excess revenues into a
        reserve fund.

     -- Robert E. Dewitt, testifying for the National Multi
        Housing Council and the National Apartment Association,
        which represent the rental housing industry, called for "a
        balanced housing policy that doesn't measure success
        solely by how much home ownership there is."

NY Times notes that the government has so far spent $126 billion
bailing out Fannie and Freddie.

                        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.


FILI ENTERPRISES: Can Use BofA Cash Collateral Through April 11
---------------------------------------------------------------
Hon. Peter W. Bowie of the U.S. Bankruptcy Court for the Southern
District of California issued a third interim order authorizing
Fili Enterprises, dba Daphne's Greek Cafe, to use cash collateral
securing the Debtor's obligation to Bank of America, N.A., through
April 11, 2010.

According to the Court's Third Interim Cash Collateral Order, Bank
of America asserts that:

     (a) certain prepetition obligations owed to Bank of America
         were, as of the Petition Date, secured by valid,
         enforceable and properly perfected liens on and security
         interests in substantially all of the Debtor's personal
         property and other assets, including, without limitation,
         cash on hand of the Debtor and cash and receipts
         generated by the operation of the Debtor's business; and

     (b) the cash proceeds on hand as of the petition date and the
         cash proceeds generated from the post-petition use and
         sale of the Prepetition Collateral,

constitute "cash collateral" within the meaning of Section 363(a)
of the Bankruptcy Code.

The Debtor and the Committee of Unsecured Creditors both dispute
whether all of the cash on hand as of the Petition Date, or the
cash generated postpetition from the operation of the Debtor's
business, constitute Bank of America's cash collateral.

The Court has not yet made a determination regarding the extent to
which Debtor's cash on hand as of the Petition Date, or the cash
generated postpetition from the operation of the Debtor's
business, constitute BofA's cash collateral.  For the purposes of
the Third Interim Order, only that portion of the Debtor's cash
that is later found to properly constitute BofA's cash collateral,
will be referred to as "Cash Collateral."

The Court says BofA will have a claim under Section 507(b) of the
Bankruptcy Code for the diminution in the value of the Collateral,
if any, arising from the Debtor's use of the Collateral, or
resulting from the imposition of the automatic stay.  The Debtor
and Committee each reserve all rights to challenge the extent and
amount of any Adequate Protection Claims asserted by BofA.

To secure the Adequate Protection Claims, the Court grants BofA
(1) adequate protection payments as provided for in the Debtor's
budget; and (2) replacement security interests in, and liens upon,
the Prepetition Collateral, all postpetition proceeds and all
postpetition assets of the Debtor, excluding, however, all claims,
causes of action and proceeds arising under Sections 510, 544,
545, 546, 547, 548, and 549 of the Bankruptcy Code.

The Cash Collateral Order also provides that the Debtor will
deliver to the landlords that requested adequate protection in
response to the Cash Collateral Motion a check made payable to the
Objecting Landlord in the amount of the of pro-rated rent and
charges for the period January 11 through and including January
31, 2010, payable under 11 U.S.C. Section 365(d)(3).  Payments
were to be made as follows:

     -- On or before February 22, 2010, each of the Objecting
        Landlords were to receive one-half of its January Stub
        Rent; and

     -- On or before March 15, 2010, each of the Objecting
        Landlords were to receive the remainder of its January
        Stub Rent.

The Debtor is to maintain cash reserves in the aggregate amount of
January Stub Rent payable to landlords who are not Objecting
Landlords.

The Objecting Landlords are Azure Creekside Corporation; Rolling
Hills Plaza LLC; 45 Plaza Associates LLC; Flamingo Investment,
Inc.; La Jolla Village Square; Montalvo Shopping Center, LLC; CLPF
West Hollywood, LP; Plaza Paseo Real Associates, LLC; KFT
Enterprises No. 2, LP; Simi Entertainment Plaza, LP; Huntington
Center Associates, LLC; Terra Nova Plaza; PK III Encinitas
Marketplace L.P.; Park Place Realty Holding Co., Inc.; Kimco
Westlake, LP; The Macerich Partnership, LP; FR Crow Canyon LLC;
Thousand Oaks Marketplace, LP; and, Bella Terra Associates, LLC.

The next Cash Collateral Hearing will take place on April 9, 2010,
at 2:00 p.m.  Objections to be heard at the April 9, 2010 hearing
must be filed by the close of business on April 5, 2010.

The Debtor will provide to the Creditors' Committee and BofA a
copy of the budget for the period after April 11, 2010, by not
later than March 31, 2010.

The Debtor is represented by:

     Karol K. Denniston, Esq. -- karol.denniston@dlapiper.com
     Brendan P. Collins, Esq. -- brendan.collins@dlapiper.com

The Debtor's secured creditor is represented by:

     Richard W. Esterkin, Esq. -- resterkin@morganlewis.com

The Official Committee of Unsecured Creditors is represented by:

     Jeff Pomerantz, Esq. -- jpomerantz@pszjlaw.com

San Diego, California-based Fili Enterprises, Inc. -- dba Daphne's
Greek Cafe, aka Daphne's Greek Express -- filed for Chapter 11
bankruptcy protection on January 11, 2010 (Bankr. S.D. Calif. Case
No. 10-00324).  Brendan Collins, Esq., and Natasha Johnson, Esq.,
at DLA Piper LLP (US), assist the Company in its restructuring
effort.  In its schedules of assets and liabilities, the Company
disclosed total assets of $16,723,356 and total liabilities of
$16,335,468.


FINLAY ENTERPRISES: Coles Resigns as Chief Restructuring Officer
----------------------------------------------------------------
David J. Coles has resigned his position as Chief Restructuring
Officer of Finlay Enterprises, Inc. effective March 31, 2010.
Effective April 1, 2010, Bruce E. Zurlnick will replace Mr. Coles
as the Company's Chief Restructuring Officer.

                     About Finlay Enterprises

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly owned subsidiary, Finlay Fine Jewelry Corporation, is a
retailer of fine jewelry operating luxury stand-alone specialty
jewelry stores and licensed fine jewelry departments in department
stores throughout the United States and achieved sales of
$754.3 million in fiscal 2008.  The number of locations at the end
of the second quarter ended August 1, 2009, totaled 182, including
67 Bailey Banks & Biddle, 34 Carlyle and four Congress specialty
jewelry stores and 77 licensed departments with The Bon Ton.

The Company and seven affiliates filed for Chapter 11 on August 5,
2009 (Bankr. S. D. N.Y. Case No. 09-14873).  Weil, Gotshal &
Manges LLP, serves as bankruptcy counsel.  Alvarez & Marsal North
America, LLC, is engaged as restructuring advisor in the Chapter
11 case, and the firm's David Coles is appointed as chief
restructuring officer.  Epiq Bankruptcy Solutions, LLC, serves as
claims and notice agent.  Judge James Peck presides over the case.

In its bankruptcy petition, Finlay Enterprises disclosed assets of
$331,824,000 against debts of $385,476,000 as of July 4, 2009.  As
of the petition date, Finlay owes $38 million outstanding under a
first lien credit agreement, $24.7 million under second lien
notes, $176.6 million outstanding under third lien notes (in
addition to $17.5 million to secured vendors), and $40.6 million
under remaining unsecured obligations under the senior notes.

On September 25, 2009, the Bankruptcy Court appointed Gordon
Brothers Retail Partners, LLC, as agent for Finlay Enterprises and
its affiliates and subsidiaries to conduct 'store closing" or
similar sales of merchandise located at all of the Company's
retail store locations and the Company's two distribution centers.
The transaction is expected to be completed by February 28, 2010.
Gordon Brothers bid 85.75 cents on the dollar for inventory valued
at an estimated $116 million for closings sales of 49 Finlay
stores.  Gordon had a prepetition contract to conduct store
closings sales for 55 other stores.


FRONTIER COMMUNICATIONS: Fitch Retains Positive Watch on Ratings
----------------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Positive status on
Frontier Communications Corporation after reviewing Frontier's
recent financial performance and the current status of its
proposed transaction as outlined below.  In addition, Fitch has
assigned a 'BB' Issuer Default Rating to New Communications
Holdings Inc. and a 'BB' rating to Spinco's proposed offering of
senior unsecured debt due 2017 and 2020.  Spinco is a subsidiary
of Verizon Communications Inc. which will merged with and into
Frontier at the expected mid-2010 close of Frontier's acquisition
of certain Verizon access lines.

These ratings remain on Rating Watch Positive by Fitch:

Frontier Communications Corporation:

  -- IDR 'BB';

  -- Senior unsecured $250 million credit facility due May 18,
     2012 'BB';

  -- Senior unsecured $145.5 million senior unsecured term loan
     due Dec. 31, 2012;

  -- Senior unsecured notes and debentures 'BB'.

Industrial development revenue bonds 'BB':

  -- Maricopa County Industrial Development Authority (AZ) IDRB
     series 1995.

These ratings have also been placed on Rating Watch Positive:

New Communications Holdings, Inc.

  -- IDR 'BB';
  -- Senior unsecured notes.

In addition, Fitch expects to rate Frontier's proposed
$750 million senior unsecured credit facility 'BB', Rating Watch
Positive.  The facility will become effective on the close of the
acquisition of the Verizon lines.  Once the $750 million facility
is in place, Frontier's existing $250 million credit facility will
terminate and Fitch will withdraw the rating on the latter
facility.

Gross proceeds from the note offering, plus cash, will be placed
into an escrow account to fund a portion of the special cash
payment that Verizon will receive just prior to the spin-off.
Immediately prior to the spin-off of Spinco from Verizon, the
proceeds will be released from the escrow account and will partly
fund a special payment to Verizon.  Upon the merger of Spinco and
Frontier, Spinco will cease to exist and the notes will become
senior unsecured obligations of Frontier and rank pari passu with
existing Frontier debt.

Frontier's 'BB' rating reflects its strong operating margins and
access to ample liquidity.  As a result of the potential positive
effects of the Verizon transaction on Frontier's credit profile,
the company's 'BB' IDR and other ratings were placed on Rating
Watch Positive.  Fitch anticipates that Frontier's pro forma gross
debt to EBITDA (including integration expenses) at year-end 2010
will be in the 3.0 times to 3.1x range, substantially lower than
the 4.3x recorded at year-end 2009 due to the delevering effect of
the transaction.  In addition, cash flows will benefit from
Frontier's planned 25% reduction in its per share common dividend.

The Rating Watch Positive reflects expectations for strengthened
credit metrics following the close of the merger, particularly a
material decline in leverage.  Improvements in leverage will be
partly offset in the near term by integration costs and
investments to expand broadband availability.  Fitch currently
believes financial flexibility could improve once the integration
costs and broadband expansion spending are largely behind the
company and material progress on achieving synergies occurs.
Fitch anticipates resolving the Rating Watch Positive prior to the
close of the merger, and following regulatory approvals and the
completion of financing for the transaction.

The ratings also reflect the trends in Frontier's core rural
telecommunications operations, which are facing a slow but
relatively stable state of decline due to continued pressure of
competition and a sluggish economic recovery.  The company has
been mitigating the effect of access line losses to cable
operators and wireless providers through the marketing of
additional services, including high-speed data, and through cost
controls.

Frontier's ample liquidity is derived from its cash balances, free
cash flow, and its revolving credit facility.  At Dec. 31, 2009,
Frontier had $359 million in cash and in 2009 free cash flow was
approximately $175 million.  Frontier's expectations for 2010
capital spending range from $220 million to $240 million on a
stand-alone basis, and an additional $180 million will be spent on
integration activities in anticipation of the Verizon line
acquisition.

In addition to its cash balances and free cash flow, liquidity is
provided by an undrawn $250 million five-year credit facility,
which expires May 2012.  The facility will be available for
general corporate purposes but may not be used to fund dividend
payments.  Frontier has approximately $7 million of debt due in
2010, $280 million due in 2011 and $180 million due in 2012.  If
the Verizon line acquisition closes as anticipated in mid-2010,
there will be virtually no change to Frontier's anticipated 2010-
2012 maturity schedule.


GENERAL MOTORS: To Make $1-Bil. Loan Repayment on Wednesday
-----------------------------------------------------------
Dow Jones Daily Bankruptcy Review reports that General Motors
Corp. expects to make a $1 billion loan repayment to the U.S.
Treasury on Wednesday as part of its promise to begin giving back
government money ahead of schedule, a person familiar with the
plan said.

As reported by the Troubled Company Reporter on March 12, 2010,
Katie Merx at Bloomberg News said GM plans to pay back government
loans before June.  Bloomberg reported that Chief Executive
Officer Ed Whitacre reiterated March 10 that GM aims to repay
about $5.7 billion in remaining U.S. debt before June.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL GROWTH: Beachwood Place, 4 Others Win Plan Confirmation
---------------------------------------------------------------
Bankruptcy Judge Allan Gropper confirmed the Joint Plan of
Reorganization, and approved, on a final basis, the accompanying
Disclosure Statement as to five debtors on March 18, 2010.

The Plan Debtors subject to confirmation are:

  * Beachwood Place Mall LLC
  * Beachwood Place Holding LLC
  * 10000 West Charleston Boulevard, LLC
  * 120/1140 Town Center Drive, LLC
  * 9901-9921 Covington Cross, LLC

"I commend the parties for having been able to get to this point,"
Judge Gropper was quoted by Bloomberg News as saying at the March
18 hearing.

Judge Gropper approved the Disclosure Statement, as amended, as
providing holders of Claims entitled to vote on the Plan with
adequate information to make an informed decision as to whether to
vote to accept or reject the Plan in accordance with Section
1125(a)(1) of the Bankruptcy Code.

The Disclosure Statement provides Holders of Claims and Interests
and other parties-in-interest with sufficient notice of the
release, exculpation and injunction provisions contained in the
Plan, in satisfaction of the requirements of Rule 3016(c) of the
Federal Rules of Bankruptcy Procedure, Judge Gropper said.

General Growth Properties, Inc. is also negotiating agreements
with its last four property loans, Reuters noted.  GGP has reached
a tentative agreement to restructure a $2.5 billion loan on 24
properties, Reuters related.  GGP is "wrestling" with Deutsche
Bank AG for Fashion Show and the Shoppes at The Palazzo malls, the
report said.  A fourth loan is on the Oakwood Mall, Reuters added.

Prior to the confirmation of the Plan, Thomas H. Nolan, Jr.,
president and chief operating officer of GGP, filed with the Court
a declaration on March 17, 2010, in support of the confirmation of
the Plan with respect to the Five Plan Debtors.

Mr. Nolan told the Court that the Plan:

  (i) maintains the current, non-default contract rate of
      interest across all of the loans;

(ii) extends the loans maturity dates to October 6, 2017, for
      a $240.2 million CMBS loan secured by Beachwood Place
      Mall, LLC, and to March 3, 2015 for a $21.8 million non-
      CMBS loan to which 10000 West Charleston Boulevard, LLC,
      1120/1140 Town Center Dive, LLC and 9901-9921 Covington
      Cross, LLC are borrowers; and

(iii) permits the Five Plan Debtors to continue using their
      existing cash management system.

In exchange with the Plan terms negotiated with the secured
creditors, the Five Plan Debtors agreed, among others:

  (i) to pay a restructuring fee of 100 basis points on the
      outstanding balance of the loans upon emergence;

(ii) for the Beachwood Loan, to pay a special servicing fee
      equal to the special servicing fee for such loans under
      Pooling & Servicing Agreements;

(iii) to catch up any unpaid amortization during the Chapter 11
      cases upon emergence;

(iv) for the Beachwood Loan, to increase amortization payments
      during the term of the loan upon emergence; and

  (v) to set aside new reserve amounts during the term of the
      loans.

Mr. Nolan insisted that the Plan should be confirmed because:

  (i) it satisfies the classification requirements of Section
      1122 of the Bankruptcy Code;

(ii) it satisfies the seven mandatory requirements of Section
      1123(a) of the Bankruptcy;

(iii) its provisions are in accordance with the discretionary
      authority of Section 1123(b) of the Bankruptcy Code;

(iv) it was proposed in good faith as the result of
      collaborative efforts between the Five Plan Debtors and
      the Secured Debt Holders; and

  (v) the directors and officers of the reorganized Five Plan
      Debtors comply with Section 1129(a)(5)(A)(ii) of the
      Bankruptcy Code.

Mr. Nolan further said that the Plan provides a 100% estimated
recovery for all Allowed Claims and Interests under the
Supplemental Plan.

In this light, Mr. Nolan maintained that confirmation of the Plan
will position the Five Debtors to deliver sustainable, significant
value to their stakeholders, including lenders, customers, and
employees.

                    Updated Financial Projections

On behalf of the Plan Debtors, James A. Mesterharm, director of
AlixPartners, LLP, as restructuring advisor to the Debtors, filed
with the Court a declaration, as amended on March 17, 2010,
appending an updated version of the Debtors' financial
projections.

Mr. Mesterharm noted that the updated Financial Projections
reflect recent performance, certain adjustments to reflect GGP's
current outlook, and certain costs incurred with respect to
closing and emergence costs for certain Plan Debtors.  The Updated
Financial Projections also forecast the Debtors' cash flow through
the end of 2010, he noted.

A table showing GGP's 13 Months Cash Forecast is available for
free at http://bankrupt.com/misc/ggp_mar17cashforecast.pdf

Based on the Updated Financial Projections, Mr. Mesterharm
stated that the Plan Debtors, with the continued use of the GGP
enterprise's consolidated cash management system and associated
liquidity, will have sufficient cash flow to:

(a) make all payments and other distributions required under
    the Plan;

(b) service all debt obligations contemplated by the Plan; and

(c) continue to operate their businesses as contemplated by
    the Plan.

Mr. Mesterharm further said that at the end of February 2010, the
Debtors had $520.1 million of cash on hand.  Through the end of
2010, the Plan Debtors will incur another $103.0 million of costs
associated with their emergence from bankruptcy and capital
obligations under the Plan, including funding real estate and
other escrows and making catch-up amortization payments on the
Plan Debtors' secured property-level loan and the paydown of
certain mezzanine loan obligations, of which $8.4 million is
related to the Plan Debtors whose confirmation hearing is
scheduled for March 18, 2010, he noted.  The Plan Debtors will
also incur $80.9 million by paying certain prepetition amounts, he
said.  As set forth in the Updated Financial Projections, the
Debtors will have more than sufficient cash to cover these costs,
he assured the Court.

In addition, on the earlier of GGP and GGP Limited Partnership,
collectively known as TopCo's emergence from Chapter 11 or
December 2010, the Plan Debtors will incur additional obligations
under the Plan:

(a) a $137 million paydown on GGP Ala Moana L.L.C.'s property
     in Honolulu; and

(b) a "vacant anchor" reserve equal to $2 per square foot
     reserve for total collateral gross leasable area but
     excluding out-parcels, currently estimated at
     $29.1 million.

The Plan Debtors expect to fund these costs from their cash flows
and, to the extent necessary, from GGP LP's centralized cash
management system.  By the end of December 2010, if TopCo has not
yet emerged from bankruptcy, GGP LP is projected to have an
available cash balance of $313.1 million after the Plan Debtors
have satisfied all emergence costs and funding requirements under
the Plan, Mr. Mesterharm added.

The Plan Debtors also submitted to the Court on March 17, 2010,
amended exhibits to their Plan to (i) supplement property-specific
Exhibit "B" with respect to 10000 West Charleston Boulevard, LLC;
1120/1140 Town Center Drive, LLC and 9901-9921 Covington Cross,
LLC; and (ii) amend and replace property-specific Exhibit "B" to
Beachwood Place Mall, LLC.  A full-text copy of property-specific
Exhibit "B" for these Five Plan Debtors is available for free at:

       http://bankrupt.com/misc/ggp_5DebPropExhibitB.pdf

                  Plan Confirmation Rulings

Judge Gropper confirmed the Plan, as amended, and each of its
provisions under Section 1129 of the Bankruptcy Code.  All rulings
and orders contained in the confirmation order dated December 15,
2009, are adopted as the rulings and orders for this confirmation
order dated March 18, 2010, Judge Gropper averred.

By prior specific agreement with certain surety companies, Judge
Gropper affirmed that the provision with respect to surety bonds
under the Plan will apply to the Five Plan Debtors.  The provision
states that unless specifically rejected by order of the
Bankruptcy Court, all of the Plan Debtors' surety bonds and any
related agreements, documents or instruments, will continue in
full force and effect.  Nothing contained in the Plan will
constitute or be deemed a waiver of any cause of action that the
Plan Debtors may hold against any entity, including the issuer of
the surety bond, under any of the Plan Debtors' surety bonds.

Moreover, all objections, responses, statements and comments in
opposition to the Plan, including those raised at the confirmation
hearings on December 15, 2009, December 22, 2009, January 20,
2010, February 16, 2010, March 3, 2010 and March 18, 2010, other
than those withdrawn with prejudice in their entirety prior to the
confirmation hearing on March 18, 2010, or otherwise resolved on
the December 15 confirmation hearing, December 22 confirmation
hearing, January 20 confirmation hearing, the February 16
confirmation hearing, the March 3 confirmation hearing or the
March 18 confirmation hearing are overruled, Judge
Gropper said.

A full-text copy of the Confirmation Order dated March 18, 2010,
is available for free at:

         http://bankrupt.com/misc/ggp_Mar18ConfOrder.pdf

                         Voting Results

Travis K. Vandell, senior managing consultant at Kurtzman Carson
Consultants LLC, filed with the Court on March 17, 2010, a
supplemental tabulation of votes for the Joint Plan of
Reorganization with respect to Plan Debtors Beachwood Place Mall,
LLC, 9901-9921 Covington Cross, LLC, 1120/1140 Town Center Drive,
LLC, and 10000 West Charleston Boulevard, LLC.

Four creditors grouped as Class B holding a total of $323,909,141
voted to accept the Plan.  Class B is the only voting class under
the Plan.

                           Accept or      Dollars      Dollars
Creditor Name               Reject         Accept       Reject
-------------              ---------     ---------     -------
Bank of America N.A.         Accept    $258,593,930       $0
Metropolitan Life            Accept     $21,771,737       $0
Insurance Company
Metropolitan Life            Accept     $21,771,737       $0
Insurance Company
Metropolitan Life            Accept     $21,771,737       $0
Insurance Company

BofA is successor-in-interest to LaSalle Bank NA and Landesbank
Baden Wurttemberg.

A full-text copy of the Tabulation Report on the votes on the Plan
is available for free at:

    http://bankrupt.com/misc/ggp_4PlanDebtorsVotingResults.pdf

                  27 Affiliates Added to Plan

As of March 17, 2010, 27 Debtors were added as proponents to the
Joint Plan of Reorganization:

* Birchwood Mall, LLC
* Cache Valle, LLC
* Colony Square Mall L.L.C.
* Fallen Timbers Shops, LLC
* GGP-Columbiana Trust
* GGP-Foothills L.L.C.
* Mall of the Bluffs, LLC
* Mayfair Mall, LLC
* Mondawmin Business Trust
* North Plains Mall, LLC
* North Town Mall, LLC
* Oakwood Hills Mall, LLC
* OM Borrower, LLC
* Owings Mills Limited Partnership
* Pierre Bossier Mall, LLC
* Pioneer Office Limited Partnership
* Pioneer Place Limited Partnership
* Price-ASG L.L.C.
* Rouse-Portland, LLC
* Sierra Vista Mall, LLC
* Silver Lake Mall, LLC
* Southwest Denver Land L.L.C.
* Southwest Plaza L.L.C.
* Spring Hill Mall L.L.C.
* The Rouse Company at Owings Mills, LLC
* Westwood Mall, LLC
* White Mountain Mall, LLC

Judge Gropper will convene a hearing with respect to confirmation
of the Joint Plan of Reorganization and final approval of the
Disclosure Statement as to the Additional Plan Debtors on
March 26, 2010.  Objections to the Disclosure Statement and Plan
are due March 25.

                    About General Growth

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

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

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


GENERAL GROWTH: Finalizes Deals; Reorganization Plan Expected
-------------------------------------------------------------
General Growth Properties, Inc., will file with the United States
Bankruptcy Court for the Southern District of New York a new
proposal to reorganize its holding company this week, Tiffany Kary
of Bloomberg News disclosed.

At a hearing held March 18, 2010, GGP informed Bankruptcy Judge
Allan L. Gropper that it needed more time to finalize its
agreements for its reorganization plan in light of the size and
complexity of the $6.5 billion commitments from Brookfield Asset
Management Inc. and Fairholme Capital Management LLC and Pershing
Square Capital Management LP, Reuters reported.

Under the new reorganization plan, GGP would get more than
$6 billion in cash and another $250 million to back a rights
offering, Ms. Kary said.  Specifically, $3.8 billion will come
from Fairholme and Pershing and $2.5 billion will come from
Brookfield, counsel to GGP, Marcia L. Goldstein, Esq., at Weil,
Gotshal & Manges LLP, in New York, told Judge Gropper, Ms. Kary
noted.

"The Debtors are pleased," Bloomberg quoted Ms. Goldstein as
saying in light of the terms of the new reorganization plan.

To recall, GGP was expected to file a reorganization plan
contemplating a split of the company's good and bad assets on
March 18, 2010.  GGP also said in previous Court filings that it
intend to file a motion to approve proposed bidding procedures or
selection of plan transaction on March 19, 2010.  A hearing on the
Bidding Procedures Motion is scheduled for April 13, 2010, before
the Bankruptcy Court.  As of March 22, 2010, the Debtors have not
yet filed any bidding procedures motion.

               Elliott & Paulson to Join GGP's Plan

Elliott Associates, L.P., and Paulson & Co. are engaged in talks
to team with Brookfield in a bankruptcy exit plan for GGP, Dan
Levy, Saijel Kishan and Daniel Taub of Bloomberg News reported
March 22, citing two people familiar with the matter.

Elliott Associates and Paulson have talked with GGP and are to
replace or join Fairholme Capital Management and Pershing Square
Capital Management LP in the bankruptcy exit plan with Brookfield,
disclosed the two people who wished to be unidentified as the
talks are private, Bloomberg noted.

The report said Elliott and Paulson's proposal may include Luxor
Capital Group LP or other funds, a person familiar with the
proposal told Bloomberg.

                    About General Growth

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

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

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


GENERAL GROWTH: Miller Buckfire May Deliver Fairness Opinion
------------------------------------------------------------
Bankruptcy Judge Allan Gropper entered a formal order on March 18,
2010, approving General Growth Properties Inc.'s supplemental
application to employ Miller Buckfire & Co., LLC.

Judge Gropper further ruled that Diana G. Adams, the U.S. Trustee
for Region 2, retains all rights to object to Miller Buckfire's
interim and final fee applications on all grounds, including but
not limited to the reasonableness standard under Section 330 of
the Bankruptcy Code.

The Official Committee of Unsecured Creditors withdrew its
objection to the Debtors' supplemental application to employ
Miller Buckfire.

In the supplemental application, the Debtors and Miller Buckfire
sought to amend the terms of the engagement to fix the firm's fees
at $30,250,000, thus lowering the total compensation payable to
Miller Buckfire from the prior maximum of $33,000,000.

The terms of the Third Supplement are:

  (a) At the request of General Growth Properties, Inc., Miller
      Buckfire will deliver a Fairness Opinion, for which Miller
      Buckfire will receive a fee of $3,000,000 upon delivery of
      the Fairness Opinion; provided, however, that 100% of the
      Opinion Fee will be credited against a Fixed Fee.

  (b) Miller Buckfire has agreed to forgo any Financing Fee
      in connection with its retention.  The effect of this is

        (i) to eliminate any possible difference in fees for
            Miller Buckfire should the Debtors pursue one type
            of transaction over another, example, a financing
            rather than an M&A transaction, or vice versa, and

       (ii) more closely mirror the fee structure contemplated
            by UBS Securities LLC's retention.

  (c) The total amount of all fees actually paid to Miller
      Buckfire by the Debtors will be $30,250,000.  Accordingly,
      upon consummation of a Transaction, Miller Buckfire will
      be paid $30,250,000, provided that all fees actually paid
      to Miller Buckfire by the Debtors will be credited against
      the fixed fee.  This represents a reduction of $2,750,000
      from the previous potential maximum fee of $33,000,000.
      This reduction was agreed to by Miller Buckfire in
      consideration of the Debtors' proposed employment of UBS.

                    About General Growth

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

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

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


GENERAL GROWTH: Simon to Sweeten Offer, Lines Up Financing
----------------------------------------------------------
Simon Property Group Inc. sent a letter March 15 to General Growth
Properties Inc.'s lawyers saying it expects to deliver its
improved proposal late this week or early next, The Wall Street
Journal's Kris Hudson, Mike Spector and Jeffrey McCracken, citing
people familiar with the matter, report.  Sources told the Journal
Simon didn't outline details of its offer, which are still in
flux.

The Journal related that its sources said Simon indicated in the
letter that it will resolve antitrust concerns that may arise from
its proposed combination.  According to Simon's letter, it is
working to come up with a better offer in partnership with
Blackstone Group LP and two sovereign-wealth funds it hasn't
identified.  Simon also is lining up a $6 billion credit line led
by J.P. Morgan Chase & Co. to help finance the bid, according to
the letter.  One person familiar with the matter told the Journal
that Citigroup Inc. and Morgan Stanley are part of the bank group
that JP Morgan is leading.  It remained unclear exactly how the
$6 billion in financing would play into Simon's new bid, the
Journal notes.

Earlier this month property investor Brookfield Asset Management
Inc. and General Growth investors Fairholme Capital Management and
Pershing Square Capital Management LP unveiled a recapitalization
proposal that would split General Growth into two entities upon
emerging from bankruptcy and values the company at $15 per share.

The Journal says the timing of Simon's increased bid will depend
on how soon competing bidders file definitive documents outlining
their offer in the bankruptcy case.  That filing is expected
within the next week.  The Journal also relates Simon stated in
its letter that it will stop participating in the bidding after
the April 13 hearing if the Brookfield plan is approved as the
stalking horse.

The Journal says General Growth declined to comment other than to
say, "Our goal is to maximize value for all stakeholders."  The
Journal adds that the letter was a response to a written inquiry
from General Growth's advisers for additional details about
Simon's initial bid.

                    About General Growth

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

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

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


GMAC INC: Sells Factoring Business to Wells Fargo
-------------------------------------------------
Wells Fargo & Company said Wednesday that Wells Fargo Bank, N.A.
has entered into a definitive agreement to purchase substantially
all of the North American factoring portfolio of the Commercial
Services Division of GMAC Commercial Finance Group.  The portfolio
consists of approximately 150 small and middle-market clients that
primarily serve the retail channel, representing approximately
$4 billion in annual volume of factored receivables.

Wells Fargo Bank will also acquire the client service application
system currently used to manage these relationships.  The
portfolio and client service application system will become part
of the Trade Capital division of Wells Fargo Capital Finance upon
the closing of the transaction. Terms of the purchase were not
disclosed.

"We are pleased to welcome these new clients and their customers
to Wells Fargo," said Stuart Brister, president of the Trade
Capital division of Wells Fargo Capital Finance.  "We look forward
to being able to help them achieve success through the expertise
we've gained in more than 50 years in factoring and through all
the additional financial products and services Wells Fargo has to
offer."

"Wells Fargo is committed to helping small and middle-market
businesses succeed," said Bill Mayer, president of the Commercial
& Retail Finance Group at Wells Fargo Capital Finance, of which
the Trade Capital division is a part.  "Being able to provide
continuous service and financing for these clients during these
uncertain times is another example of how we deliver on that
commitment."

Wells Fargo Bank, N.A., was advised by Wells Fargo Securities.

Wells Fargo & Company is a diversified financial services company
with $1.2 trillion in assets, providing banking, insurance,
investments, mortgage and consumer finance through more than
10,000 stores and 12,000 ATMs and the Internet --
http://www.wellsfargo.com/-- across North America and
internationally.

Bloomberg News' Dakin Campbell noted that GMAC Chief Executive
Officer Michael Carpenter is selling units to focus on auto
financing after losses tied to home lending forced the firm to
accept three U.S. bailouts.  According to Bloomberg, Mr. Carpenter
is seeking buyers for commercial finance assets worth about
$200 million at the end of last year, according to the company's
year-end filing.

Factoring allows companies to gain liquidity by selling their
receivables for cash, Bloomberg notes.

Bloomberg also relates GMAC said in fourth-quarter filings it
would sell the factoring unit and marked down $30 million in
assets in preparation.  GMAC's filing listed $233 million of loans
and finance receivables for sale within the unit that includes the
factoring operations.

The GMAC business is part of GMAC Commercial Finance which offers
global factoring, accounts receivable finance and loan facilities
that range from $5 million to $500 million, Bloomberg says, citing
the company's Web site.

                         About GMAC Inc

GMAC Inc. -- http://www.gmacfs.com/-- is a bank holding company
with 15 million customers worldwide.  As a global, independent
financial services institution, GMAC's diversified business
operations include automotive finance, mortgage operations,
insurance, commercial finance and online banking.

GMAC Inc. was founded in 1919 as a wholly owned subsidiary of
General Motors Corporation.  On November 30, 2006, General Motors
Corporation sold a 51% interest in the Company to FIM Holdings
LLC, an investment consortium led by Cerberus FIM Investors, LLC,
the sole managing member.  On December 24, 2008, the Board of
Governors of the Federal Reserve System approved the Company's
application to become a bank holding company under the Bank
Holding Company Act of 1956, as amended.  In connection with this
approval, GM and FIM Holdings  were required to significantly
reduce their voting equity ownership interests in GMAC.  These
reductions in ownership occurred in 2009.

Ally Bank, a unit of GMAC Financial Services, is an online U.S.
bank that provides an array of products, including online savings
accounts, money-market savings accounts and a variety of no
penalty certificates of deposit.  The bank was founded on three
core values: talking straight, doing what's right and being
obviously better than the competition.  Ally Bank's total assets
were $42.5 billion at the end of the second quarter of 2009.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                         *     *     *

For the 2009 full year, GMAC reported a net loss of $10.3 billion,
compared to net income of $1.9 billion in 2008.  GMAC reported
that as of Dec. 31, 2009, it had $172.306 billion in total assets
and total debt of $98.313 billion.

GMAC says there is substantial doubt about ResCap's ability to
continue as a going concern.  GMAC says that should ResCap file
for bankruptcy, its investment related to ResCap's equity position
would likely be reduced to zero.

Dow Jones notes GMAC has received $16.3 billion of federal aid as
part of an effort to avoid bankruptcy.  It converted into a bank-
holding company at the end of 2008 to help make it through the
financial crisis.

In February 2010, Moody's Investors Service upgraded the senior
unsecured rating of GMAC and GMAC-supported subsidiaries to B3
from Ca, with a stable rating outlook.  At the end of January,
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on both GMAC and Residential Capital to
'B' from 'CCC'.


GREAT ATLANTIC: Senior VP Jennifer MacLeod to Leave Company
-----------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. reported that
Jennifer MacLeod, the Company's Senior Vice President, Marketing
and Communications, will leave the Company to pursue other
opportunities.

The Great Atlantic & Pacific Tea Company, Inc., based in Montvale,
New Jersey, operates conventional supermarkets, combination food
and drug stores and discount food stores in 8 U.S. states and the
District of Columbia.  The Company's business consists strictly of
retail operations, which totaled 433 stores as of December 5,
2009.  During the 40 weeks ended December 5, 2009, the Company
operated in four reportable segments: Fresh, Price Impact, Gourmet
and Other.  The Other segment includes Food Basics and Liquor
businesses.

As of December 5, 2009, the Company had $3,025,429,000 in total
assets against $3,383,900,000 in total liabilities, resulting in
stockholders' deficit of $402,186,000.

                           *     *     *

The Company's existing corporate rating with Moody's Investors
Service is B3 with a negative outlook.  The Company's senior
unsecured debt is rated Caa1, its senior secured notes are rated
B3 and its liquidity rating is SGL-3.

The Company's corporate credit rating with Standard & Poor's
Ratings Group is B- with a stable outlook.  Its senior unsecured
debt is rated CCC, and its recovery rating is 6, indicating that
lenders can expect a negligible (0%-10%) recovery in the event of
a payment default.  Its senior secured notes are rated B-, with a
recovery rating of 4, indicating that lenders can expect an
average recovery (30%-50%) in the event of a payment default.  Its
preferred stock rating is CCC-.


HAYES LEMMERZ: Howell Can Sell Michigan Facility to Lucy Road
-------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Lemmerz International - Howell,
Inc., a debtor-affiliate of Hayes Lemmerz International, Inc., to
sell its idle manufacturing facility and real property located in
Howell Township, Michigan, to Lucy Road Resources, LLC.

The sale was free and clear of all claims, liens, interests and
other encumbrances.

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.
As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.

This is the Company's second trip to the bankruptcy court, dubbed
a Chapter 22, which was precipitated by an unprecedented slowdown
in industry demand and a tightening of credit markets.


HEALTHSOUTH CORP: Shares Initial Observation for 1st Qtr 2010
-------------------------------------------------------------
HealthSouth Corporation said it will participate in the Barclays
Capital 2010 Global Healthcare Conference in Miami, Florida.  The
Company will share its initial observations on the first quarter
of 2010.  These observations are:

  * Volume: Strong December 2009 discharges created a steeper ramp
    up in January 2010.  Heavy snow falls in February 2010
    affected some markets.  Volume growth through mid-month is on
    track for March 2010.

  * Expenses: Expense management has been better than expected in
    the first quarter of 2010, creating improvement over the first
    quarter of 2009.

  * Earnings: The Company reaffirms its 2010 guidance as presented
    discussed during its earnings conference call on February 23,
    2010.

A full-text copy of the company's presentation is available for
free at http://ResearchArchives.com/t/s?5c10

                        About HealthSouth

Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

As of December 31, 2009, the Company had total assets of
$1.681 billion against total liabilities of $2.191 billion and
convertible perpetual preferred stock of $387.4 million.


HOLLYWOOD MOTION: Files Bankruptcy Exit Plan
--------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that The Hollywood Motion Picture and Television Museum on Tuesday
filed its Chapter 11 plan of reorganization before the Bankruptcy
Court in Los Angeles.  According to Ms. Palank, the plan:

     -- calls for the completion of the museum's construction;
     -- aims to resolve a long-running legal dispute;
     -- promises to pay creditors in full; and
     -- hopes to put Ms. Reynolds' substantial collection on
        public view for the first time in more than 10 years.

According to Ms. Palank, the museum warned that if that plan
doesn't work out, it would liquidate, hiring an auction house to
sell off Ms. Reynolds' collection until enough proceeds are
generated to pay creditors.

Ms. Palank recalls that Ms. Reynolds first opened the museum in a
Las Vegas hotel in the early 1990s, but it closed in 1997 upon the
hotel's bankruptcy filing.  According to Ms. Palank, Ms. Reynolds
won a spot in a new Hollywood development, slated to open in 2004.
However, that deal didn't pan out, as the museum's lender said it
would no longer fund the museum's construction, leaving the museum
unable to build its space and pay the $1.6 million bridge loan it
took out from another lender, Gregory Orman.  Ms. Palank relates
that loan eventually became the center of legal battles between
the museum and Mr. Orman, who accused the museum of defaulting on
the loan.  While those battles waged, the museum signed another
deal to anchor Belle Island Village, a proposed resort destination
in Pigeon Forge, Tennessee.  That, too, met with trouble,
according to Ms. Palank, and eventually construction lender
Regions Bank foreclosed on the unfinished development in 2009.

Ms. Palank also relates that, according to the museum, Regions
Bank in January 2010 agreed to sell Belle Island Village to
Tennessee Investment Partners LLC for $19.5 million in a deal
slated to close by March 31.  The buyer is partially owned by
Tennessee-based real estate investment firm Matisse Capital LLC
and by Belle Island Village's original developer.  Ms. Palank says
the buyer intends to reinstate the museum as the development's
anchor tenant and is promising to advance the museum enough cash
to cover Mr. Orman's claim, including principal, non-default-rate
interest and his attorneys' fees.

                  About Hollywood Motion Picture

Creston, California-based Hollywood Motion Picture and Television
Museum -- http://www.hmpc.tv/-- is a California non-profit
organization that actress Debbie Reynolds founded to build a
museum for her collection of Hollywood memorabilia.  It owns the
artifacts of Hollywood's Golden Age that Ms. Reynolds collected
over several decades.

The Hollywood Motion Picture and Television Museum filed for
Chapter 11 bankruptcy protection on June 12, 2009 (Bankr. C.D.
Calif. Case No. 09-12311).  Judge Robin Riblet presides over the
case.  Peter Susi, Esq. -- cheryl@msmlaw.com -- in Santa Barbara,
California, serves as counsel to the Debtor.  In its petition, the
Debtor disclosed estimated assets of $10 million to $50 million;
and estimated debts of $1 million to $10 million.

Hollywood Motion Picture Trust filed for Chapter 11 bankruptcy on
February 24, 2010 (Bankr. C.D. Calif. Case No. 10-10864) also
before Judge Riblet.  Peter Susi, Esq., also serves as counsel to
the Trust.  In schedules filed together with the petition, the
Trust disclosed total assets of $5,261,474, and total debts of
$5,556,944.


HOVNANIAN ENTERPRISES: Stockholders Okay Amended Incentive Plan
---------------------------------------------------------------
Hovnanian Enterprises Inc. held its 2010 Annual Meeting of
Stockholders, at which the Company's stockholders approved certain
amendments to the Company's Amended and Restated 2008 Hovnanian
Enterprises, Inc. Stock Incentive Plan.

The Compensation Committee of the Board of Directors of the
Company and the Board of Directors of the Company have approved
the Amended Plan, subject to the approval of the Company's
shareholders.  The Amended Plan, as approved, incorporates the
following changes as compared to the existing Amended and Restated
2008 Hovnanian Enterprises, Inc. Stock Incentive Plan:

   * While the aggregate share reserve covered by the Amended Plan
     and the Company's Amended and Restated Senior Executive
     Short-Term Incentive Plan collectively do not reflect an
     increase, the Amended Plan allows the Company to satisfy
     equity awards granted under the Amended Plan by utilizing the
     shares available for issuance under the Bonus Plan, provided
     that any shares so utilized will reduce the number of shares
     available for issuance under the Bonus Plan;

   * The maximum number of shares for which Awards may be granted
     under the Amended Plan to any single participant thereunder
     during a fiscal year have been increased from 1,000,000 to
     2,000,000; and

   * For performance awards granted under the Amended Plan that
     are denominated in shares, the annual maximum grant per
     participant under the Amended Plan during any fiscal year is
     2,000,000 shares.

The maximum amount payable in respect of a performance award that
is not denominated in shares during a fiscal year to any
participant under the Amended Plan remains equal to the greater of
(x) $15,000,000 and (y) 2.5 percent (2.5%) of the Company's income
before income taxes.

In connection with the adoption of the Amended Plan, the Committee
and the Board of Directors of the Company approved amendments to
the Bonus Plan to allow the Company to satisfy awards granted
under the Amended Plan by utilizing the shares available for
issuance under the Bonus Plan, provided that any shares so
utilized will reduce the number of shares available for issuance
under the Bonus Plan.

                  About Hovnanian Enterprises

Hovnanian Enterprises, Inc. (NYSE: HOV), founded in 1959 by Kevork
S. Hovnanian, is headquartered in Red Bank, New Jersey.  The
Company is one of the nation's largest homebuilders with
operations in Arizona, California, Delaware, Florida, Georgia,
Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York,
North Carolina, Ohio, Pennsylvania, South Carolina, Texas,
Virginia and West Virginia.  The Company's homes are marketed and
sold under the trade names K. Hovnanian(R) Homes(R), Matzel &
Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes,
Oster Homes, First Home Builders of Florida and CraftBuilt Homes.
As the developer of K. Hovnanian's(R) Four Seasons communities,
the Company is also one of the nation's largest builders of active
adult homes.

                         *     *     *

Hovnanian carries S&P's "CCC" corporate credit rating; Moody's
"Caa1" corporate family rating; and Fitch's "CCC" Issuer Default
Rating.


INTERSTATE HOTELS: S&P Withdraws 'CCC+' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Arlington, Va.-based Interstate Hotels & Resorts Inc. and
Interstate Operating Co. L.P.

On March 11, Interstate announced that shareholders had approved
its merger with a joint venture between Thayer Lodging Group and
Jin Jiang Hotels.  The company will no longer publicly file
financial statements.  S&P withdrew its ratings at Interstate's
request.

                           Ratings List

                         Ratings Withdrawn

                  Interstate Hotels & Resorts Inc.

                                      To     From
                                      --     ----
    Corporate Credit Rating           NR     CCC+/Developing/--

                   Interstate Operating Co. L.P.

                                             To     From
                                             --     ----
           Secured Credit Facilities         NR     CCC+
             Recovery Rating                 NR     4

                          NR -- Not rated.


INSIGHT HEALTH: S&P Downgrades Rating on $315 Mil. Notes to 'CC'
----------------------------------------------------------------
On March 24, 2010, Standard & Poor's Ratings Services lowered its
debt rating on Lake Forest, Calif.-based InSight Health Services
Corp.'s $315 million ($293.5 million outstanding at Dec. 31, 2009)
secured floating rate notes to 'CC' from 'CCC-', and the recovery
rating to '6' from '5'.  The recovery rating of '6' indicates
S&P's expectations for negligible (0-10%) recovery (including six-
months' interest) for the FRN noteholders in the event of default.

Based on S&P's discrete asset liquidation analysis, S&P applied
certain discount advance rates to the major asset classes based on
asset values at Dec. 31, 2009.  After applying these customary
haircuts to these asset classes, S&P determined that its
liquidation valuation scenario would likely result in an
expectation of the same '6' recovery rating.  Note that the
unrated revolving credit facility is assumed to be fully drawn at
default and ranks senior to the FRNs.  Therefore, the expected
recovery for the FRNs is after accounting for the senior position
of the revolving credit facility as well as a modest amount of
capital leases.  S&P has lowered its recovery rating from its
prior recovery analysis because of a decrease in asset values over
the past 12 months.

The low speculative-grade rating reflects InSight Health Services
Corp.'s materially weaker-than-expected performance since its
emergence from bankruptcy, and refinancing risk.  InSight Health
Services Holdings Corp. and its wholly owned subsidiary, InSight,
emerged from bankruptcy on Aug. 1, 2007, and exchanged about
$194 million of its notes for 90% of its common stock per its
prepackaged plan of reorganization.  Despite the reduction in debt
at that time, debt leverage (adjusted for operating leases) has
increased, to 8.7x at Dec. 31, 2009, from a low point of 5.9x for
the 12 months ended Sept. 30, 2007, as a result of persistent
operating challenges.  The poor trajectory of the performance over
the past few years decreases the probability of a refinancing of
the debt due in November 2011.

                           Ratings List

                   InSight Health Services Corp.

        Corporate credit rating            CCC/Negative/--

      Ratings Lowered                   To              From
      ---------------                   --              ----
      $315 million senior secured notes CC              CCC-
      Recovery rating                   6               5


JAPAN AIRLINES: Establishes Compliance Investigation Panel
----------------------------------------------------------
Japan Airlines (JAL) has formed the Compliance Investigations
Committee on March 2, 2010.  As part of the Company's efforts in
executing a fair and transparent restructuring, JAL has tasked the
Committee to examine past business practices of the JAL Group.

With the purpose of obtaining more information about compliance
issues in the company's history, the Committee is asking anyone
with relevant information to contact them by post, or by sending
an email to a dedicated email address (please see below) by no
later than April 15, 2010.

    Mailing address :  Law office of Nishikohri & Miyama
                       Compliance Investigations Committee
                       Chiyoda-ku, Hirakawacho 1- 9 - 3
                       Kyosho Building 2nd Floor
                       Tokyo 102-0093, Japan

    Email address   :  jal-chousa@abox3.so-net.ne.jp

    Closing date    :  April 15, 2010 (Thursday)

                       About the Committee

An independent investigative organization, the Committee is
comprised of third-party members who can impartially provide
professional opinion and effectively assess the JAL Group.
Activities of the Committee and key findings in the course of
their investigations will be disclosed and reported to the
appointed Trustees of JAL, under the Corporate Reorganization
Proceedings.

Members of the Compliance Investigations Committee

Position in
Committee            Name              Background
-----------          ----              ----------
Chairman        Chiharu SAIGUCHI    Lawyer, former member of the
                                   Supreme Court of Japan

Vice chairman   Tatsuo KAINAKA      Former Superintending
                                   Prosecutor of the Tokyo High
                                   Public Prosecutors' Office,
                                   former member of the Supreme
                                   Court of Japan

Member          Shinsuke KUBO       Certified public accountant

Member          Masaya Miyama       Lawyer

Member          Kyoko UEMURA        Lawyer, former judge

                       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: Releases January Traffic Data
---------------------------------------------
Japan Airlines announced on March 9, 2010, their monthly traffic
data for the month of January 2010.  The Monthly Traffic
Data consist of a (1.1) JAL Group International Passenger Traffic
Data - FY2009, (1.2) Month International Passenger Route Traffic
Data - January 2010, (2) JAL Group Total Domestic Passenger
Traffic - FY2009, (3) JAL Group Cargo Traffic Data - FY2009, and
(4) Monthly JAL Group Flight Operation Data - January 2010.

A spreadsheet file of the January Monthly Traffic Data is
available for free at:

         http://bankrupt.com/misc/JAL_JAN10TrafficData.xls

                       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: TWU Calls for Antitrust Immunity for AMR Deal
-------------------------------------------------------------
The TWU called on the U.S. Department of Transportation to grant
antitrust immunity for the joint business agreement proposed by
American Airlines and Japan Airlines.  The union represents
workers at 23 U.S. airlines, including its American Eagle
subsidiary.

American and Japan airlines are part of the One World Alliance,
which unites 11 global airlines on five continents.

"The proposed alliance between the two carriers is vital for
Oneworld to compete effectively with the Star and SkyTeam
alliances," said TWU President James C. Little and Vice President
John M. Conley, director of the union's Air Transport Division, in
a letter delivered today to U.S. Transportation Secretary Ray
LaHood.

The application by American Airlines and Japan Airlines, Little
and Conley wrote, "will benefit our members, their families, and
communities in which they live, by providing: greater and balanced
ability to compete . . . enhanced opportunity for long-term
growth; improved job security; [and] consistent regulatory
approval."

American Airlines and Japan Airlines and the other partners in the
Oneworld alliance are seeking the same privileges and antitrust
immunities enjoyed for years by the competing Star Alliance and
the SkyTeam alliance.

In addition to the letter to LaHood, TWU will be communicating the
union's position to members of Congress and encouraging TWU
members to reach out to their elected representatives.  TWU
members supported the successful effort by American and its
Oneworld alliance partners to apply for antitrust immunity for
Atlantic routes last year.  The U.S. Department of Transportation
approved the application in February, 2010.

                       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)


JOURNAL REGISTER: Shareholder Lacks Standing to Appeal Plan
-----------------------------------------------------------
WestLaw reports that a former stockholder was not aggrieved by a
debtor's Chapter 11 plan, and thus did not have standing to appeal
the bankruptcy court's approval of the plan.  The secured
creditors were undersecured by more than $350 million, only
recovered 42% of their claims, and would not have received full
payment even if they had not adopted incentive and trade account
distribution plans.  The creditors voted overwhelming in favor of
the plan.  Freeman v. Journal Register Co., --- F.Supp.2d ----,
2010 WL 768942 (S.D.N.Y.).

Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS:
JRCO) -- http://www.JournalRegister.com/-- owns 20 daily
newspapers, more than 180 non-daily publications and operates over
200 individual Web sites that are affiliated with the Company's
daily newspapers, non-daily publications and its network of
employment Web sites.  All of the Company's operations are
strategically clustered in six geographic areas: Greater
Philadelphia; Michigan; Connecticut; Greater Cleveland; and the
Capital-Saratoga and Mid-Hudson regions of New York.  The Company
also owns JobsInTheUS, a network of 20 employment Web sites.

Journal Register, along with its affiliates, filed for Chapter 11
bankruptcy protection on February 21, 2009 (Bankr. S.D.N.Y. Case
No. 09-10769).  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP, represent the Debtors as counsel.  William
M. Silverman, Esq., Scott L. Hazan, Esq., and Jeanette A. Barrow-
Bosshart, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
represent the official committee of unsecured creditors as
counsel.  Conway, Del Genio, Gries & Co., LLC, provides
restructuring management services to the Debtors.  Robert P.
Conway is the Company's chief restructuring officer.  At the time
of the filing, the Company estimated its assets at less than
$500 million in and $500 million to $1 billion in total debts.

Journal Register emerged from Chapter 11 protection under the
terms of a pre-negotiated plan of reorganization declared
effective in Aug. 2009.


KEYSTONE AUTOMOTIVE: S&P Puts B- Corp. Credit Rating on Watch Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Exeter, Pa.-based automotive aftermarket specialty-equipment
distributor Keystone Automotive Operations Inc., including its
'B-' corporate credit rating, on CreditWatch with negative
implications.  This means S&P could lower the ratings if S&P
believes liquidity will remain below levels reported through most
of 2009 or if S&P believes credit measures will remain extremely
poor.  As of Jan. 2, 2010, the company had about $392 million debt
outstanding.

"The CreditWatch placement reflects the company's reduced
liquidity, weaker-than-expected sales and profitability, and
extremely poor credit measures," said Standard & Poor's credit
analyst Jerry Phelan, "including 20x leverage and 0.7x EBITDA
interest coverage." Absent a meaningful improvement in
profitability or an equity injection, it will likely be difficult
for the company to eventually avoid some form of restructuring in
advance of its January 2012 bank facility maturity.  Note that S&P
is not aware of any plans by the company or sponsor to address its
capital structure.

"S&P could lower the ratings if S&P believes the company will not
be able to meaningfully improve sales, profitability, and credit
measures," added Mr. Phelan, "or if S&P believes liquidity will
remain below levels reported through most of 2009." However, if
S&P believes the company will ultimately be able to improve
liquidity and profitability and avoid a restructuring?potentially
through improved performance or new equity capital-S&P could
affirm the rating.


KT TERRAZA: Section 341(a) Meeting Scheduled for April 22
---------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in KT Terraza I, LLC's Chapter 11 case on April 22, 2010, at
3:00 p.m.  The meeting will be held at Room 2610, 725 S Figueroa
Street, Los Angeles, CA 90017.

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

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

Los Angeles, California-based KT Terraza I, LLC, filed for Chapter
11 bankruptcy protection on March 16, 2010 (Bankr. C.D. Calif.
Case No. 10-19693).  Bernard D. Bollinger, Jr., Esq., at Buchalter
Nemer, assists the Company in its restructuring effort.  The
Company listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

These affiliates of the Company filed separate Chapter 11
petitions:

     -- GTS Property Portfolio B-3, LLC (Case No. 09-14774) on
        March 3, 2009; and

     -- B3 FLJC, LLC (Case No. 10-19697) on March 16, 2010.

B3 FLJC, LLC listed $50 million to $100 million in assets and
$100 million to $500 million in liabilities.


LAKE AT LAS VEGAS: Unsecureds to Receive 4.5% Under Plan
--------------------------------------------------------
Bankruptcy Court for the District of Nevada a second amended
Disclosure Statement in relation to the proposed amended Plan of
Reorganization dated as of March 16, 2010.

The plan proponents are the Debtors and the Official Committee of
Unsecured Creditors in the Debtors' Chapter 11 cases.

According to the amended Disclosure Statement, the Plan provides
for the general unsecured creditors holding valid Class 7 Claims
to receive 4.5% distribution on account of their claims from a
$1 million fund.  Additionally, the same unsecured creditors will
receive up to 10% of the net proceeds recovered by the Creditors
Trust.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/LakeatLasVegas_2ndAmendedDS.pdf

                    About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC, filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan J. Works,
Esq., at McDonald Carano Wilson LLP, represent the Official
Committee of Unsecured Creditors as counsel.


LANDMARK VALLEY: Can Borrow $60,000 for House Construction
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Landmark Valley Homes, Inc., to obtain debtor-in-
possession financing from Inter National Bank.

The Debtor related that it was unable to obtain unsecured creditor
necessary to fund the completion of construction of houses.  The
lender expressed willingness to extend additional monies -- in the
amount of $59,581 -- to the Debtor.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant INB liens, security interests
and mortgages, equal in priority to the liens existing as of the
petition date.

McAllen, Texas-based Landmark Valley Homes, Inc., owns and
operates residential construction/real estate development
business.  The Company filed for Chapter 11 bankruptcy protection
on January 4, 2010 (Bankr. S.D. Tex. Case No. 10-70013).  John
Kurt Stephen, Esq., at Cardena Whitis and Stephen, assists the
Company in its restructuring effort.  The Company has assets of
$34,119,790, and total debts of $19,484,476.


LEHMAN BROTHERS: Examiner to Unveil Players in Lehman Auction
-------------------------------------------------------------
According to Bankruptcy Law360, the court-appointed examiner in
Lehman Brothers Holdings Inc.'s bankruptcy has asked for
permission to reveal who participated in an auction for Lehman
assets that allegedly resulted in a loss of $1.2 billion for the
debtor, over the objection of CME Group Inc., which conducted the
auction.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Settles Tax Disputes With IRS For $125M
--------------------------------------------------------
Bankruptcy Law360 reports that Lehman Brothers Holdings Inc. has
reached a settlement with the Internal Revenue Service that will
provide the financial company with more than $125 million in
refunded taxes and penalties that the company claimed it was owed.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LENOX CONDOMINIUM: Section 341(a) Meeting Scheduled for April 21
----------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in The Lenox Condominium LLC's Chapter 11 case on April 21, 2010,
at 2:30 p.m.  The meeting will be held at Office of the United
States Trustee, 80 Broad Street, Fourth Floor, New York, NY
10004-1408.

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

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

New York-based The Lenox Condominium LLC filed for Chapter 11
bankruptcy protection on March 17, 2010 (Bankr. S.D.N.Y. Case No.
10-11391).  Robert R. Leinwand, Esq., at Robinson Brog Leinwand
Greene Genovese & Gluck P.C., assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


LINN ENERGY: S&P Affirms Corporate Credit Rating at 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit on Houston-based independent exploration and production
firm Linn Energy LLC.  At the same time, S&P raised its issue-
level ratings on the company's unsecured debt to 'B' from 'B-',
one notch lower than the corporate credit rating.  S&P revised the
recovery rating on this debt to '5', indicating its expectation of
modest (10%-30%) recovery in the event of a payment default, from
'6'.  Finally, S&P assigned a 'B' issue-level rating on the
company's proposed $500 million senior unsecured notes.  The
recovery rating on the notes is '5', indicating S&P's expectation
of modest (10%-30%) recovery in the event of a payment default.
The rating outlook is stable.

Linn Energy will acquire natural gas-focused assets in the Antrim
Shale of Michigan for $330 million from HighMount.  The
acquisition is in line with the company's strategy of acquiring
long-life, low-decline reserves.  The properties have more than
266 billion cubic feet equivalent of proved reserves, of which 85%
was proved developed and 99% is natural gas.  In addition, the
company announced an offering of $500 million of senior notes and
the issue of 15 million common units for around $360 million prior
to underwriters options.  It plans to use proceeds from the
offerings to repay a portion of the outstanding amount under its
revolving credit facility, fund the HighMount acquisition, and
unwind certain interest rate derivative contracts.

S&P considers the HighMount acquisition and debt and equity
transactions to be consistent with its expectations for Linn
Energy.  The HighMount acquisition adds low risk, long-lived,
producing reserves to Linn Energy's portfolio, and it is financed
largely with the proposed equity offering.  Linn Energy will use
the proposed $500 million note offering to repay outstanding
borrowings on the credit facility, freeing liquidity for further
acquisitions or capital spending.

S&P's ratings on Linn Energy reflect the company's midsize reserve
base, aggressive financial leverage, and substantial quarterly
distributions paid to unitholders.  The low geological risk
inherent in the company's reserve base, balanced production mix
between natural gas and liquids, and substantial commodity price
hedges partially offset these weaknesses.

Linn Energy is a limited liability company.  However, it resembles
a master limited partnership in several ways, and S&P generally
refer to the company as an E&P MLP.  Most notably, Linn Energy
pays out substantially all available cash flow to unitholders on a
quarterly basis, and equity investors tend to value the company on
a yield basis.  Unlike an MLP, there is neither a general
partnership interest nor incentive distribution rights.


LIONS GATE: S&P Puts 'B-' Corp. Rating on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating for British Columbia, Canada-domiciled and Santa
Monica, Calif.-headquartered Lions Gate Entertainment Corp. and
its subsidiary, Lions Gate Entertainment Inc., along with all
related issue-level ratings, on CreditWatch with negative
implications.

"The CreditWatch listing is in response to the announcement of an
unsolicited tender offer from Carl Icahn to acquire all
outstanding shares of Lions Gate's common stock," said Standard &
Poor's credit analyst Deborah Kinzer.

Lions Gate's bank agreements contain a change-of-control event of
default, in which a change of control is defined as ownership of
more than 20% of the company's common shares.  A successful tender
offer by Mr. Icahn, therefore, could trigger an event of default,
which Lions Gate's banks could decide not to waive.  In addition,
an acquisition of more than 50% of common shares would require the
company to repurchase its senior secured second-priority notes and
its convertible senior subordinated notes.

The company has already instituted a shareholder rights plan
("poison pill" defense), on which shareholders will vote at a
special meeting on May 4.  This will provide an indication of
equity investor support for current management and the board.
However, there is also the risk that the company could take other
actions to fend off Mr. Icahn's efforts, which could, in S&P's
view, cause its credit measures to deteriorate from their already
weak levels.

In resolving S&P's CreditWatch listing, S&P will assess the
outcome of the takeover attempt and its effect on Lions Gate's
credit measures and financial policy.  S&P could lower the rating
if the company takes actions that cause its credit measures to
deteriorate from their already weak levels, or if the tender offer
succeeds and it appears unlikely that the banks and bondholders
will grant a waiver.  S&P could also downgrade the rating if the
company takes steps that raise its debt leverage further above
already high levels, such as a significant debt-financed
acquisition.


LOCAL TV: S&P Retains 'B-' Rating on First-Lien Credit Facilities
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Local TV Finance LLC's first-lien credit facilities to '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
in the event of a payment default, from '4'.  The 'B-' issue-level
rating on this debt remains unchanged.

The 'B-' corporate credit rating on Covington, Kentucky-based
Local TV LLC and its Local TV Finance subsidiary, along with all
related issue-level ratings, were affirmed.  The rating outlook is
stable.

"The recovery rating revision reflects a change to S&P's estimated
EBITDA at default and emergence valuation under its simulated
default scenario," explained Standard & Poor's credit analyst
Jeanne Shoesmith.

Although S&P's assumed distressed EBITDA multiple is unchanged at
6x, the change to its default EBITDA assumption resulted in a
higher gross emergence enterprise value than in its previous
analysis.

The 'B-' corporate credit rating reflects Local TV LLC's thin
liquidity, high debt leverage, and sensitivity to election cycles,
as well as TV broadcasting's mature revenue growth prospects.

Local TV operates nine TV stations in eight midsize markets ranked
from No. 43 (Norfolk, Va.) to No. 100 (Fort Smith, Ark.).  The
company's stations are affiliated primarily with CBS, ABC, and
NBC.  Some revenue concentration exists, with CBS-affiliated
stations accounting for about half of broadcast cash flow.
Sensitivity to political ad spending is high, and the company's
EBITDA can drop by roughly 25% in typical nonelection years.  S&P
expects that 2009 results will include an EBITDA decline in the
25% to 30% range from continued recessionary pressures on
advertising spending, on top of a decline in political
advertising.  The station group's EBITDA margin of 26.9% for the
12 months ended Sept. 30, 2009 is near the middle of its peer
group's.  However, the EBITDA margin has declined nearly 600 basis
points from the prior-year period due to declines in revenue
exceeding cost-cutting measures.

EBITDA coverage of interest was very low, at 1.4x for the 12
months ended Sept. 30, 2009.  In the 2008 fourth quarter, the
company elected to accrue interest on its $196 million senior
notes, which have a pay-in-kind toggle feature that allows the
company to accrue interest at a 75-basis-point premium rather than
paying in cash.  The PIK feature saves the company about
$20 million in cash interest expense and provides some near-term
flexibility.

EBITDA coverage of cash interest is stronger at 2.1x, benefiting
from the PIK feature of the senior notes.  S&P is concerned that
EBITDA coverage of interest may remain thin into 2011, when the
company is required to resume cash interest payments on the notes.

Debt to EBITDA was very high, at 11.8x for the 12 months ended
Sept. 30, 2009.  S&P expects year-end results will show that
leverage reached 12.5x by the end of 2009 due to a lack of
meaningful political revenue and debt rising as a result of the
company's decision to accrue interest on the senior notes.
Although S&P expects trends to moderate in 2010, with political
revenue picking up in the second half of the year, S&P believes
that leverage will remain high, in the low double digits.


LUXURY VENTURES: Payment to Landlord Wasn't Preferential
--------------------------------------------------------
WestLaw reports that a prepetition payment made by a Chapter 11
debtor-tenant to its landlord was rent paid in the ordinary course
of business between the debtor and the landlord, rather than
pursuant to an agreement providing for the subsequent termination
of the debtor's lease.  Therefore, the payment was excepted from
the liquidating trustee's preference avoidance powers under the
ordinary course of business defense.  In re Luxury Ventures, LLC,
--- B.R. ----, 2010 WL 768736 (Bankr. M.D. Fla.).

                      About Luxury Ventures

Bonita Springs, Florida-based Luxury Ventures LLC does business as
Henricks Jewelers and sells and retails jewelries.  It filed for
chapter 11 bankruptcy on Nov. 19, 2007 (Bankr. M.D. Fla. Case No.
07-11224).  Judge Alexander L. Paskay presides the case.  Paul J.
Battista, Esq., at Genovese, Joblove & Battista PA represents the
Debtor in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed $1 million to $100 million in assets and
debts.

Luxury Ventures LLC emerged from Chapter 11 in August 2008 under a
plan of reorganization in which Kairos Capital Partners made an
equity investment in the company in exchange for an ownership
stake.


LYONDELL CHEMICAL: Parent Prices $2.275-Bil. Sr. Secured Notes
--------------------------------------------------------------
LyondellBasell priced approximately $2,750 million of senior
secured notes due 2017 in a private placement under Rule 144A and
Regulation S.  The senior secured notes are comprised of
$2,250 million of 8 percent senior secured notes and
EUR375 million of 8 percent senior secured notes (the "euro
notes"), both issued at par, maturing in 2017.  The closing of the
issuance of the notes is scheduled for April 8, 2010.

The notes will be issued by LBI Escrow Corporation, which will
merge with and into Lyondell Chemical Company in connection with
Lyondell Chemical's emergence from bankruptcy, which is expected
to occur on or about April 30, 2010, subject to confirmation of a
Plan of Reorganization.

LyondellBasell entities also are arranging a senior term loan
facility of approximately $500 million and a $1,750 million asset-
based revolving credit facility for working capital and general
corporate purposes.

Proceeds of the notes offering and term loan will be placed in
escrow until the approval of the Plan of Reorganization.  The net
proceeds from the sale of the notes, together with borrowings
under the term loan and a new European securitization facility and
proceeds from a $2,800 million rights offering, will be used upon
emergence from bankruptcy to repay and replace certain existing
debt, including debtor-in-possession credit facilities and an
existing European securitization facility and to make certain
related payments.

Upon emergence from bankruptcy, the notes and term loan will be
senior secured obligations of Lyondell Chemical and will be
guaranteed by LyondellBasell Industries N.V. and, subject to
certain exceptions, substantially all wholly owned U.S. restricted
subsidiaries of LyondellBasell Industries N.V.

The notes and the guarantees of the notes will not be registered
under the Securities Act of 1933, as amended, or any state
securities laws, and may not be offered or sold in the United
States or to U.S. persons absent registration or an applicable
exemption from the registration requirements.  The notes are
offered only to "qualified institutional buyers" in accordance
with Rule 144A under the Securities Act and to non-"U.S. persons"
in accordance with Regulation S under the Securities Act.

                     About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

LyondellBasell Industries AF S.C.A. and another affiliate were
voluntarily added to Lyondell Chemical's reorganization filing
under Chapter 11 on April 24, 2009, in order to seek protection
against claims by certain financial and U.S. trade creditors.  On
May 8, 2009, LyondellBasell Industries added 13 non-operating
entities to Lyondell Chemical Company's reorganization filing
under Chapter 11 of the U.S. Bankruptcy Code.  All of the entities
are U.S. companies and were added to the original Chapter 11
filing for administrative purposes.

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


MAGUIRE PROPERTIES: Posts $335.9-Mil. Net Loss for Dec. 31 Qtr.
---------------------------------------------------------------
Maguire Properties Inc. reported results for the quarter ended
December 31, 2009.

The Company reported a net loss of $335.9 million on
$119.3 million of l revenue for the three months ended December
31, 2009, compared with a net loss of $91.5 million on
$124.1 million of total revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2009, revealed $3.6
billion in total assets and $4.5 billion in total liabilities for
a $856.9 million total stockholders' deficit.

                            Impairment

During the fourth quarter, the Company recorded impairment charges
totaling $290.3 million, of which $264.3 million has been recorded
as part of continuing operations and $26.0 million as part of
discontinued operations.

Of the $264.3 million impairment charge recorded in continuing
operations, $99.9 million was related to the writedown of Griffin
Towers and 2385 Northside to their estimated fair value as of
December 31, 2009.  The remaining $164.4 million impairment charge
recorded in continuing operations was the result of an impairment
analysis performed as of December 31, 2009, which resulted in
certain properties being written down to fair value.  The
$26.0 million impairment charge recorded in discontinued
operations was related to the disposition of Lantana Media Campus.

A full-text copy of the Company's earnings release is available
for free at:

               http://ResearchArchives.com/t/s?5c11

A full-text copy of a document containing supplemental operating
and financial data is available for free at:

                http://ResearchArchives.com/t/s?5c12

                   About Maguire Properties, Inc.

Maguire Properties, Inc. (NYSE: MPG) --
http://www.maguireproperties.com/-- is the largest owner and
operator of Class A office properties in the Los Angeles central
business district and is primarily focused on owning and operating
high-quality office properties in the Southern California market.
Maguire Properties, Inc. is a full-service real estate company
with substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

Maguire posted a net loss of $48.58 million on total revenue of
$126.32 million for the quarter ended September 30, 2009, from a
net loss of $67.75 million on total revenue of $123.86 million for
the same period a year ago.  The Company posted a net loss of
$533.80 million on total revenue of $378.06 million for the
nine months ended September 30, 2009, from a net loss of
$231.79 million on total revenue of $379.24 million the prior
year.  At September 30, 2009, Maguire had $4.17 billion in total
assets against $4.69 billion in total liabilities.


MAMMOTH CORONA: Amended Plan Outline Hearing Set for April 21
-------------------------------------------------------------
The Hon. Robert N. Kwan of the U.S. Bankruptcy Court for the
Northern District of Illinois will consider at a hearing on
April 21, 2010, at 2:00 p.m., the approval of a disclosure
statement explaining Mammoth Corona 1 LLC's proposed Plan of
reorganization.  The hearing will be held at Ronald Reagan Federal
Bldg 411 W Fourth St. Courtroom 5D, Santa Ana, California.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the amended Disclosure Statement, the Plan seeks to
accomplish payment under the Plan primarily through the cash flow
generated from the leasing of the Mammoth Property and through
proceeds from a future sale or refinance of the Mammoth Property.
In addition there is a $300,000 New Value contribution from the
Interest Holders to cover any shortfalls in payments due under the
plan.

Under the Plan, the Debtor will restructure one note held by U.S.
Bank and converting, mechanics liens to deeds of trust, and
contributing $300,000 in New Value to cover any debt service
shortfalls.

Secured creditors of the estate will be paid the present value of
their claim at a market interest rate over a 42 month period,
excepting that their claims may be paid in full prior to the 42nd
month through a sale or refinance of the Mammoth Property.   The
Effective Date of the proposed Plan is June 15, 2010.

The distributions under the Plan will be made from the $300,000
New Value contribution, the potential additional New Value
Contribution to pay any Class 1 deficiency, available cash, cash
flow from operations, refinance proceeds and net sale proceeds.

Holders of general unsecured claim will be paid over 42 months
beginning at $42 per month on 100% of a principal balance of
$26,319 or Class 3 Claimants may elect to receive 50% of their
claim 12 months after the effective date as payment in full.

Interest holders will receive the pro rata share of monies
available after payment to classes 1, 2,and 3 based upon each
Class 4 claimants percentage interest in the Reorganized Debtor,
which will be the same as their percentage interest in the Debtor.

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

                        About Mammoth Corona

Based in San Juan Capistrano, California, Mammoth Corona 1 LLC
filed for Chapter 11 on Oct. 16, 2009 (Bankr. C.D. Calif. Case No.
09-21220).  Thomas C. Corcovelos, Esq., represents the Debtor.  In
its petition, the Debtor listed both assets and debts between
$10 million and $50 million.


MAMMOTH CORONA: Cash Collateral Hearing Slated for April 21
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
will consider at a hearing on April 21, 2010, at 2:00 p.m.,
Mammoth Corona 1 LLC's access to the rents generated by its
primary asset, a real property located at 4740 Green River Road,
Corona, California.  The hearing will be held at Ronald Reagan
Federal Bldg 411 W Fourth St. Courtroom 5D, Santa Ana, California.

As reported in the Troubled Company Reporter on March 10, 2010,
the real property rents are subject only to the security interest
of the secured lender U.S. Bank, N.A.

The Debtor would use the money to fund its business operations.
U.S. Bank has not consented to the Debtor's cash collateral use.

The Debtor said that adequate protection exists when they use the
cash collateral for the ordinary and necessary operating expenses
as it maintains the value of the underlying collateral.

Based in San Juan Capistrano, California, Mammoth Corona 1 LLC
filed for Chapter 11 on Oct. 16, 2009 (Bankr. C.D. Calif. Case No.
09-21220).  Thomas C. Corcovelos, Esq., represents the Debtor.  In
its petition, the Debtor listed both assets and debts between
$10 million and $50 million.


MAXIM CRANE: Moody's Assigns Corporate Family Rating at 'B3'
------------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family
rating and a B3 probability of default rating to Maxim Crane
Works, L.P.  Concurrently, Moody's has assigned a Caa1 to the
company's new $250 million second lien notes due 2015 and a stable
ratings outlook.

The ratings balance Maxim's well established position as one of
the largest crane rental companies in the United States against
the still weak prospects for new non-residential construction
spending that would drive new demand for crane rentals.  The
company's competitiveness benefits from a relatively young fleet
and an ability to move its cranes throughout much of the United
States to meet demand.  Nevertheless, until business begins to
improve the company's credit metrics are unlikely to improve
materially over the short term due to tough demand.  The number of
large projects where cranes are needed has declined due to
economic conditions and slow market place absorption of completed
projects.  Weak crane demand has also pressured hourly rates and
margins.

The Caa1 rating on the company's second lien notes reflects their
second priority status after a relatively large first lien
facility.

The stable outlook reflects the view that the company's financial
performance will continue to be hindered by its leveraged capital
structure, low interest coverage, and weak demand and pricing for
rental equipment for much of 2010.  Moody's currently anticipates
that the rate of improvement in the company's credit metrics will
be relatively slow.  The ratings may benefit if demand for crane
rentals strengthens leading to a meaningful improvement in the
company's fleet rental rates and utilization.  EBITA coverage of
interest over 1.5 times would be supportive of positive ratings
traction while EBITA coverage of interest under 0.8 times could
cause ratings pressure.

Assignments:

Issuer: Maxim Crane Works, L.P.

  -- Probability of Default Rating, Assigned B3

  -- Corporate Family Rating, Assigned B3

  -- Senior Secured Regular Bond/Debenture, Assigned a range of 77
     - LGD5 to Caa1

Outlook Actions:

Issuer: Maxim Crane Works, L.P.

  -- Outlook, Stable

This is an initial rating assignment for Maxim.

Maxim Crane Works Holdings, Inc., headquartered in Bridgeville,
Pennsylvania, is a holding company conducting its operations
through Maxim Crane Works, L.P.  LTM revenues through December 31,
2009, totaled $$333 million.


MAXIM CRANE: S&P Assigns Corporate Credit Rating at 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Pittsburgh, Pa.-based Maxim Crane Works L.P.  At
the same time, Standard & Poor's assigned a 'B' issue-level rating
to the company's proposed new $250 million senior secured second-
lien notes due 2015, the same as the corporate credit rating.  The
recovery rating on this debt is '4', indicating S&P's expectation
of average (30%-50%) recovery a payment default scenario.  S&P
expects the company to use the proceeds to repay a portion of its
balance under its existing asset-based loan revolving credit
facility, and to fund a $100 million dividend to its equity
sponsor Platinum Equity.

The ratings on Maxim reflect its highly leveraged financial risk
profile, characterized by high debt levels and aggressive
financial policy.  The company's weak business risk profile as a
leading crane equipment rental company only partially offsets
these factors.

Maxim's weak business risk profile primarily reflects its
participation in the cyclical, highly competitive, and fragmented
crane rental industry.  Its presence as the largest and only
coast-to-coast provider of cranes and lifting equipment rentals in
North America tempers this factor.

The outlook is stable.  Standard & Poor's expects the company to
operate within credit measures commensurate for the rating over
the business cycle.  "However, S&P could lower the ratings if a
worse-than-expected market downturn and/or debt-financed
activities adversely affect liquidity or result in a meaningful
deterioration of credit measures," said Standard & Poor's credit
analyst Helena Song.  "Conversely, if the long-term
competitiveness of Maxim's business remains healthy, and if the
company's credit measures (including debt to EBITDA in the 4x-5x
range), liquidity, and financial policies, support this trend, S&P
could raise the ratings on the company," she continued.


MAXKO PETROLEUM: Trustee Wins $1.1 Mil. from Defaulting Bidders
---------------------------------------------------------------
WestLaw reports that the defaulting bidders at a bankruptcy
auction of a debtor's property did not reasonably or justifiably
rely upon the purported misrepresentations by the debtor and the
auction company regarding what assets were being sold.  Therefore,
the bidders were not fraudulently induced, as the high bidder and
back-up bidder, to enter into the purchase contracts under Florida
law.  The debtor and auction company made numerous disclaimers
regarding the accuracy of the information being provided, and the
bidders were sophisticated parties who should have been aware of
the risks inherent in such sales and of the issues that they
needed to investigate prior to the sale.  In re Maxko Petroleum,
LLC, --- B.R. ----, 2010 WL 841365 (Bankr. S.D. Fla.) (Olson, J.).

Maxko Petroleum LLC was the owner of property and improvements in
Sunrise, Florida, on which was operated a Chevron gas station,
convenience store and pizza restaurant.  Maxko sought chapter 11
protection (Bankr. S.D. Fla. Case No. 08-14652) on April 16, 2008.
At the time of the filing, the Debtor estimated its assets at less
than $50,000 and its debts at $1 million to $10 million.

At Regions Bank's behest, the Bankruptcy Court converted Maxko's
chapter 11 case to a Chapter 7 liquidation on Oct. 8, 2008, and
Sonya L. Salkin was appointed as the Chapter 7 Trustee.  Following
her appointment, Ms. Salkin set up an auction process to sell the
Debtor's assets and held an auction, but the high bidder and
backup bidder didn't consummate the sale transaction.  After
reviewing the dispute, Judge Olson awarded the Trustee
$1.1 million in damages resulting from the bidders' defaults.


MDRNA INC: KPMG Raises Going Concern Doubt
------------------------------------------
On March 23, 2010, MDRNA, Inc., filed its annual report on Form
10-K for the year ended December 31, 2009.

KPMG LLP, in Seattle, Washington, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that of the Company's recurring losses,
recurring negative cash flows from operations, and accumulated
deficit.

The Company reported a net loss of $8.0 million on $14.7 million
of revenue for the year ended December 31, 2009, compared with a
net loss of $59.2 million on $2.6 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$7.2 million in assets and $14.1 million of debts, for a
stockholders' deficit of $6.9 million.

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

               http://researcharchives.com/t/s?5c1d

Bothell, Wash.-based MDRNA, Inc. is a biotechnology company
focused on the discovery, development and commercialization of
pharmaceuticals based on RNA interference ("RNAi").


MERVYN'S LLC: Target Losses Bid to Dismiss Creditors' Lawsuit
-------------------------------------------------------------
Peg Brickley at Dow Jones Newswires reports that Judge Kevin Gross
of the U.S. Bankruptcy Court for the District of Delaware denied a
bid by Target Corp. to dismiss a lawsuit over its role in the sale
of the Mervyn's department-store chain.

According to Dow Jones, Target said it was immune from the suit
because it sold its stock in Mervyn's in the deal, erecting a
barrier against liability for what happened next.  Judge Gross,
however, rejected the argument and said each stage of the sale
transaction, up to and including the allegedly overpriced leases,
was a single deal not protected by the securities safe harbor
provision of the U.S. Bankruptcy Code.

Dow Jones recalls Mervyn's landed in bankruptcy in 2008, nearly
four years after Target sold Mervyn's to Cerberus Capital
Management LP, Sun Capital and other investors for $1.25 billion.
Unpaid creditors sued more than three dozen entities connected to
the deal, including Target, Sun and Cerberus.  Dow Jones relates
that lawyers for Mervyn's creditors said the deal was designed to
defraud them by stripping the department store's valuable real
estate from the retailing operation.

Dow Jones recalls Target was paid and the investors profited from
the 2004 transaction, which left Mervyn's retailing operation on
the hook to pay for the deal.  Mervyn's was forced to make
allegedly overpriced lease payments on stores it once owned to a
separate company that's now owned by the private-equity firms.

Dow Jones also reports that according to the creditors' lawsuit,
Mervyn's real estate payments proved too much for the Company,
which was left with $22 million in working capital and saddled
with $800 million in debt.

According to Dow Jones, a Target spokesman said the company's
conduct in the sale "was completely proper," adding "we expect to
prevail" during trial.

                      About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provided a mix of top national brands
and exclusive private labels. Mervyn's had 176 locations in seven
states.  Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community 100
shopping centers, and freestanding sites.

The Company and its affiliates filed for Chapter 11 protection on
July 29, 2008 (Bankr. D. Del. Lead Case No. 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

In October 2008, Mervyn's disclosed its plans to close all stores
and wind down its assets.  The official committee of unsecured
creditors proposed a conversion of the case to Chapter 7.


METALS USA: Plans to Raise $200,000,000 in IPO
----------------------------------------------
Metals USA Holdings Corp. has filed with the Securities and
Exchange Commission an amended registration statement in
connection with its plan to offer $200,000,000 of common stock in
an initial public offering.

According to Metals USA, no later than 60 days following receipt
of the proceeds of the offering, the Company will make an offer to
all holders of its senior floating rate toggle notes due 2012,
including its affiliates, to repurchase the maximum principal
amount of the notes that may be purchased out of the net proceeds
of the offering, at a price equal to 100% of the principal amount,
plus accrued and unpaid interest to the date of the closing of the
repurchase offer.  If the net proceeds of the offering are greater
than the purchase price of the notes tendered by holders, the
Company will use the balance of the net proceeds, if any, for
general corporate purposes.

The Underwriters to the IPO are:

     * Goldman, Sachs & Co.;
     * Credit Suisse Securities (USA) LLC;
     * J.P. Morgan Securities Inc.;
     * Morgan Stanley & Co. Incorporated;
     * Jefferies & Company, Inc.;
     * Moelis & Company LLC;
     * Lazard Capital Markets LLC;
     * KeyBanc Capital Markets Inc.; and
     * Dahlman Rose & Company, LLC

Goldman Sachs will act as the representative of the underwriters.

A full-text copy of the Company's AMENDMENT NO. 7 TO THE FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 is
available at no charge at http://ResearchArchives.com/t/s?5c1a

                         About Metals USA

Based in Houston, Texas, Metals USA Holdings Corp. --
http://www.metalsusa.com/-- provides a wide range of products and
services in the heavy carbon steel, flat-rolled steel, non-ferrous
metals, and building products markets.

Metals USA reported $627.8 million in total assets and
$671.5 million in total liabilities, resulting to a stockholders'
deficit of $43.7 million as of December 31, 2009.

                           *     *     *

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Metals USA Holdings Corp. and on its wholly owned
subsidiary, Metals USA Inc., to 'CCC+' from 'B-'.  At the same
time, S&P lowered its rating on the senior secured notes and the
senior unsecured pay-in-kind toggle notes to 'CCC-' from 'CCC'.


METRO-GOLDWYN-MAYER: Lions Gate Drops Out of Bidding
----------------------------------------------------
The Wall Street Journal's Lauren A. E. Schuker reports that people
close to Lions Gate Entertainment Corp. said the film outfit on
Thursday indicated it would drop out of the auction for Metro-
Goldwyn-Mayer Inc.  Ms. Schuker relates Lions Gate last week
offered between $1.3 billion and $1.4 billion for MGM.  Sources
told the Journal that after MGM indicated that it found the offer
insufficient and was preparing to ask for a higher bid, Lions Gate
decided not to submit another offer.

Time Warner Inc. and Len Blavatnik's Access Industries are the
remaining suitors for MGM.

The Troubled Company Reporter, citing The Wall Street Journal's
Mike Spector and Ms. Schuker, reported on Thursday that hedge
funds controlling big chunks of MGM's bank debt signaled Wednesday
an unwillingness to sell for a lowball price.  According to the
TCR, people familiar with the matter have told the Journal that
MGM has received only three bids, all at roughly $1.5 billion or
less.  Creditors had been hoping for a figure of around $2
billion.

The Journal said 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.  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 also said many of the
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.

Also citing the Journal, the TCR reported Thursday that 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 said 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.

According to the TCR 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.


METRO-GOLDWYN-MAYER: Creditors Say Current Offers Too Low
---------------------------------------------------------
Metro-Goldwyn-Mayer Inc.'s creditors are unwilling to accept
current offers for the film studio that they deem too low,
Bloomberg News reported, citing a person with knowledge of the
group's deliberations.  According to the report, lenders will keep
evaluating options and are open to higher bids than those made to
date MGM's auction.

Bloomberg, citing an unidentified person, relates that Time Warner
Inc. offered $1.5 billion.  Billionaire Len Blavatnik's Access
Industries proposed to reduce MGM's debt and provide cash for film
production.  Lions Gate Entertainment Corp. said it dropped out of
the bidding this week.  Liberty Media Corp. and Elliott Management
Corp. are also out of the bidding.

MGM put itself up for sale last year after failing to make
payments on $3.7 billion in debt.

The Wall Street Journal reported early this month 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.


MIDWAY GAMES: Receives Approval of Disclosure Statement
-------------------------------------------------------
Midway Games Inc. received approval of the disclosure statement
explaining its proposed Chapter 11 plan.  Midway Games will now be
sending solicitation packages to voting creditors.

A hearing on confirmation of the plan is scheduled for 2:00 p.m.
May 21.  Objections are due 4 p.m. on May 7.

The Plan will be funded by the proceeds previously generated from
the Debtors' ongoing operations, together with the proceeds
generated from asset sales.

The Plan will implement the settlement among members of the
Official Committee of Unsecured Creditors.  Under the settlement,
unsecured creditors with claims against Midway Games (Class 3A)
and the subsidiaries (Class 3B) will have their pro rata share of
the $34.67 million estimated "Net Distribution Value".  Holders of
claims in Class 3A aggregating $154.82 million will recover 16.5%
based on the class's share of $25.5 million of NDV.  Holders of
claims in Class 3B aggregating $36.66 million will recover 25%.
As part of the settlement, holders of NAI Subordinated Claims,
which are subordinated to the claims of noteholders in class 3A,
won't recover anything.

Equity holders won't recover anything.  Holders of secured claims
will recover cash equal to the amount of their secured claims or
will recover the collateral securing their claims.

                       About Midway Games

Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- was a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts.  Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.

On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to Warner
Bros. Entertainment Inc. in a sale approved by the Court.  The
aggregate gross purchase price is roughly $49 million, including
the assumption of certain liabilities.  Midway is disposing of its
remaining assets.

At June 30, 2009, the Debtors had $1.39 billion in total assets
and $1.59 billion in total liabilities.


MOVIE GALLERY: To Pay $7.8-Mil. of Hollywood Studios' Claims
------------------------------------------------------------
Erik Gruenwedel at Home Media Magazine reports that the U.S.
Bankruptcy Court in Richmond, Virginia, authorized Movie Gallery
to pay $7.8 million in prepetition claims, including partial
revenue-sharing amounts due, to Paramount Home Entertainment, Sony
Pictures Home Entertainment, Universal Studios Home Entertainment,
20th Century Fox Home Entertainment and distributor VPD.

The Court authorized the payments in an effort to continue studio
shipments of DVD and Blu-ray Disc titles to operating Gallery and
Hollywood Video locations, according to report.

Warner Home Video owed more than $9.5 million was not included in
the list, notes Mr. Gruenwedel.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.


MPC COMPUTERS: Gateway Loses Bid to Force Chapter 7 Conversion
--------------------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy judge has denied
Gateway Inc.'s request for the conversion of the Chapter 11 case
of MPC Computers LLC into Chapter 7 liquidation.  Gateway wanted
the conversion so it could collect on the nearly $16 million MPC
allegedly owes, according to Law360.

Headquartered in Nampa, Idaho, MPC Corporation --
http://www.mpccorp.com-- sells personal computer and provides
computer software and hardware to mid-size businesses, government
agencies and education organizations.   MPC acquired Gateway
Professional Divison from Gateway Inc. and Gateway Technologies
Inc. in October 1, 2007.

MPC and eight of its affiliates filed for Chapter 11 protection on
November 6, 2008 (Bankr. D. Del. Lead Case No. 08-12667).  Richard
A. Robinson, Esq., at Reed Smith LLP, represents the Debtors in
their restructuring efforts.  The Debtor selected Focus Management
Group USA, LLC, as its financial advisors.  The United States
Trustee appointed seven members to the Official Committee of
Unsecured Creditors on November 25, 2008.  Hahn & Hessen LLP
represents the Committee.  As of June 30, 2008, the Debtors have
$258.3 million in total assets and $277.8 million in total debts


MSGI SECURITY: Enable Capital Holds 9.99% of Common Stock
---------------------------------------------------------
Enable Capital Management, LLC; Enable Growth Partners, L.P.; and
Mitchell S. Levine disclosed that as of December 31, 2009, they
may be deemed to hold in the aggregate 4,710,761 shares or roughly
9.99% of the common stock of MSGI Security Solutions, Inc.

                        About MSGI Security

MSGI Security Solutions, Inc. (Other OTC: MSGI) --
http://www.msgisecurity.com/-- is a provider of proprietary
solutions to commercial and governmental organizations.  The
Company is developing a global combination of innovative emerging
businesses that leverage information and technology.  The Company
is headquartered in New York City where it serves the needs of
counter-terrorism, public safety, and law enforcement and is
developing new technologies in nanotechnology and alternative
energy as a result of its recently formed relationship with The
National Aeronautics and Space Administration.

At December 31, 2009, the Company had total assets of $1,686,924
against total liabilities, all current, of $18,153,452, resulting
in stockholders' deficit of $16,466,528.

In its quarterly report on Form 10-Q for the December 31, 2009
period, the Company said it has limited capital resources, has
incurred significant historical losses and negative cash flows
from operations and has no current period revenues.  As of
December 31, 2009, the Company had $1,188 in cash and no accounts
receivable.  The Company believes that funds on hand combined with
funds that will be available from its various operations will not
be adequate to finance its operations requirements and enable the
Company to meet any of its financial obligations, including its
payments under convertible notes and promissory notes for the next
12 months.

There is substantial doubt about the Company's ability to continue
as a going concern.  If the Company is unable to raise additional
funds, it may be forced to further reduce, or cease operations,
liquidate assets, renegotiate terms with lenders and others of
which there can be no assurance of success, or file for bankruptcy
protection.


MSGI SECURITY: Gruber & McBaine Holds 2.9% of Common Stock
----------------------------------------------------------
San Francisco, California-based Gruber & McBaine Capital
Management, LLC; Jon D. Gruber; J. Patterson McBaine; and Eric
Swergold disclosed that as of December 31, 2009, they may be
deemed to beneficially own 1,302,838 shares or roughly 2.9% of the
common stock of MSGI Security Solutions.

                        About MSGI Security

MSGI Security Solutions, Inc. (Other OTC: MSGI) --
http://www.msgisecurity.com/-- is a provider of proprietary
solutions to commercial and governmental organizations.  The
Company is developing a global combination of innovative emerging
businesses that leverage information and technology.  The Company
is headquartered in New York City where it serves the needs of
counter-terrorism, public safety, and law enforcement and is
developing new technologies in nanotechnology and alternative
energy as a result of its recently formed relationship with The
National Aeronautics and Space Administration.

At December 31, 2009, the Company had total assets of $1,686,924
against total liabilities, all current, of $18,153,452, resulting
in stockholders' deficit of $16,466,528.

In its quarterly report on Form 10-Q for the December 31, 2009
period, the Company said it has limited capital resources, has
incurred significant historical losses and negative cash flows
from operations and has no current period revenues.  As of
December 31, 2009, the Company had $1,188 in cash and no accounts
receivable.  The Company believes that funds on hand combined with
funds that will be available from its various operations will not
be adequate to finance its operations requirements and enable the
Company to meet any of its financial obligations, including its
payments under convertible notes and promissory notes for the next
12 months.

There is substantial doubt about the Company's ability to continue
as a going concern.  If the Company is unable to raise additional
funds, it may be forced to further reduce, or cease operations,
liquidate assets, renegotiate terms with lenders and others of
which there can be no assurance of success, or file for bankruptcy
protection.


MXENERGY HOLDINGS: Sempra Sole Holder of Class B Stock
------------------------------------------------------
MXenergy Holdings Inc. reported that it inaccurately stated
that Class C common stock represents about 7.4% of the total
outstanding common stock but Class B common stock represents 7.4%
of the Company's common stock instead.

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.


NATIONAL CONSUMER: Thrift Supervision Deal Doesn't Move Ratings
---------------------------------------------------------------
National Consumer Cooperative Bank and its subsidiary NCB, FSB
have entered into an agreement with the Office of Thrift
Supervision.  Although there are several elements of these actions
which restrict operations at NCCB and NCB, FSB, the effect of the
actions has no material operational implications and does not
currently impact the ratings.

Fitch previously downgraded the long-term Issuer Default Ratings
of NCCB and NCB, FSB to 'B' from 'BB-' on Nov. 25, 2009, following
the review of the company's financial disclosure showing
substantial asset quality deterioration.  The ratings were placed
on Rating Watch Negative at that time.

The recent enforcement actions reflect the degree of financial
distress that prompted Fitch's November 2009 downgrade and the
placement on Watch status.  Fitch will revisit the IDR and the
Negative Rating Watch shortly after review of financial
performance and further discussions with management.  While
current ratings suggest serious weaknesses in NCCB's credit
profile, further negative rating actions could result if it
appears that NCCB is unable or unlikely to meet the requirements
as set forth in the agreement or if there is additional
deterioration in fundamentals (including asset quality,
capitalization ratios and/or liquidity).

On March 19, 2010, NCCB released an 8-K that stated NCCB signed an
enforcement action issued by the OTS.  The action, a Stipulation
and Consent to Order to Cease and Desist and its associated
regulatory order, requires the submission of strategic and other
business plans for the period 2010-2011, among other items, NCCB's
plan to address its capital and debt service requirements without
relying upon dividends from its subsidiary thrift, NSB, FSB.  In
addition, the agreement requires that NCCB notify and obtain OTS
consent prior to undertaking certain activities, including raising
senior executive officer compensation, issuing dividends, or
incurring additional debt.  At the same time, NCB, FSB, which is
wholly owned by NCB Financial Corporation, entered into a
Supervisory Agreement with the OTS that similarly requires the
submission of strategic and related plans for the 2010-2011
planning period.

Fitch currently rates NCCB and its subsidiaries:

National Consumer Cooperative Bank

  -- Long-term IDR 'B';
  -- Individual 'D/E';
  -- Senior secured debt 'BB/RR1';
  -- Short-term IDR 'B';
  -- Support '5';
  -- Support floor 'NF'.

NCB, FSB

  -- Long-term IDR 'B';
  -- Individual 'D';
  -- Long-term deposit obligations 'B+/RR3';
  -- Short-term IDR 'B';
  -- Short-term deposit obligations 'B';
  -- Support '5';
  -- Support floor 'NF'.

NCB Capital Trust I

  -- Trust preferred stock 'CC/RR6'.


NEW COMMUNICATIONS: Moody's Puts 'Ba2' Rating on $3.2 Bil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba2 rating to the first
tranche of the proposed approximately $3.2 billion notes to be
issued by New Communications Holdings Inc., a wholly-owned
subsidiary of Verizon Communications Inc.  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
Communications Corporation.  Moody's also assigned a (P)Ba2 rating
to Frontier's proposed $750 million senior unsecured revolving
credit facility, which will come into effect and is conditioned on
the closing of the merger with Spinco.  The newly assigned ratings
are prospective and are based on Moody's expectation that
Frontier's Corporate Family Rating will be Ba2 with a stable
outlook following the pending merger of Frontier and Spinco, by
mid-2010.

Per Moody's event risk policy, Frontier's ratings will remain
under review until all the facts are available and there is
certainty of an event occurring.  Accordingly, Frontier's Ba2 CFR
remains under review for an upgrade pending the closing of the
merger at which time Moody's expects to conclude the review and
confirm Frontier's ratings.  The ratings for the senior notes at
Verizon North Inc. and Verizon West Virginia Inc, which will
become wholly-owned subsidiaries of Spinco prior to the merger,
remain under review for downgrade.

Ratings actions include these:

Issuer: Frontier Communications Corporation

Assignments:

  -- Senior Unsecured Bank Credit Facility, Assigned (P)Ba2, LGD4
     - 54%

Issuer: New Communications Holdings Inc.

Assignments:

  -- Senior Unsecured Regular Bond/Debentures, Assigned (P)Ba2,
     LGD4 - 54%

Moody's expectations that it will confirm Frontier's ratings with
a stable outlook upon completion of the pending merger largely
reflect the significant integration risk the Company will face in
assuming the much larger Spinco operations.  Specifically, the
rating reflects the uncertainties in the near term that the
operating systems transition and integration will go smoothly, and
in the longer term that the combined companies will be able to
achieve the expected synergies in a timely manner.  In addition,
the continued downward pressure on wireline revenue and cash flow
weighs on the ratings.  At the same time, the ratings will benefit
from the predictability of the Company's cash flow generation, and
management's stated commitment to devote free cash flow to debt
repayment and drive the Company's credit metrics to investment
grade levels.

Frontier is currently weakly positioned in the Ba2 rating
category, based on its relatively high debt levels for a wireline
telecommunications company, the continuing downward pressure on
its revenue and cash flow, and its high dividends.  Frontier's
weaker credit profile results from a combination of declining
revenue and EBITDA, high unfunded pension obligations, and an
increase in expenditures in anticipation of the proposed merger
with Spinco.  Moody's notes that if the acquisition of the Spinco
properties does not close and no other similar transforming events
are expected to occur, Frontier is unlikely to retain its Ba2 CFR.

Although Frontier's estimated $240 million in integration costs
are reasonable considering the size of Spinco, the bigger
complexities in telecom mergers usually involve information system
conversions and billing migration, which may greatly delay the
envisioned synergies.  Moody's Vice President, Gerald Granovsky
said, "Until the switchover of systems from Verizon to Frontier is
completed, this risk will not go away, although Moody's would be
able to assess the results within a relatively short timeframe
following the completion of the acquisition and as the Company
implements the phased migration of Spinco operations into its
systems." An additional challenge will be merging the two
companies' corporate cultures.  Moreover, Frontier will not
realistically be in a position to get critical data on the
acquired customer metrics until one or two quarters following the
merger, while the planned plant upgrades to deliver high speed
data will take up to two years.

Moody's believes that the combined companies' pro forma credit
profile is at a weaker starting point than what Moody's
anticipated at the time of the merger announcement in May 2009.
As a result, the combined entity will need to deliver even
stronger operating performance over the next two years to reach
financial metrics that are consistent with the investment grade
ratings the Company is targeting.

While Moody's recognizes the merits of the proposed transaction,
including a turn of deleveraging expected at closing and
opportunities to grow revenue and generate cost savings, the
rating agency believes that even if the Company were to meet its
performance targets, given the nature of upfront spending on
integration and investments required in Spinco's footprint,
Frontier's credit metrics will likely not stabilize before the end
of 2011.  While Frontier's standalone SGL-1 short term liquidity
rating remains unchanged, the combined company's liquidity profile
will likely worsen following the completion of the merger, due to
the expected increase in integration related spending that could
erode Frontier's free cash flow.

Moody's most recent rating action for Frontier was on September
17, 2009.  At that time Moody's assigned a Ba2 rating on the
Company's new note issuance.

Frontier Communications is an incumbent local exchange carrier
providing wireline telecommunications services to approximately
2.1 million access lines in primarily rural areas and small- and
medium-sized cities.  The company is headquartered in Stamford,
CT.

New Communications Holdings Inc., which is a wholly-owned
subsidiary of Verizon Communications, Inc., will hold the assets
and liabilities Verizon will spin off prior to closing the merger
with Frontier.  Verizon is headquartered in New York, NY.


NEW YORK RACING: Racing Industry Rallies for New Casino Operator
----------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Beat, citing the
Daily Racing Form, reports that more than 1,000 members of the
racing industry -- thoroughbred horse owners, trainers, breeders
and their families -- held a two-hour rally Sunday at the New York
Racing Association's Belmont Park, urging state officials to
select a new casino operator.

NYRA has a franchise to run tracks Aqueduct, Belmont Park and
Saratoga.

Ms. Palank relates that in conjunction with the rally, six
horsemen boycotted Sunday's first race at Aqueduct, another track
operated by NYRA, by deliberately not bringing their horses to the
track on time, resulting in their horses being withdrawn from the
race.  As a result, they were fined $500 each by racing
regulators.

Ms. Palank also reports that Rick Violette, president of the New
York Thoroughbred Horsemen's Association, said Monday that the
rally and boycott were just the start, throwing out the
possibility of heading to the state capital or holding another
rally at Aqueduct.

The Troubled Company Reporter on March 16, 2010, reported that the
New York state licensing officials disapproved Aqueduct
Entertainment Group's bid to build a casino at the Aqueduct
racetrack.  The TCR, citing The New York Times' City Room,
reported that the office of New York Gov. David A. Paterson said
AEG could not pass muster with state licensing officials and would
not be awarded the lucrative contract.  NY Times said a senior
administration official indicated that AEG had supplied
insufficient financial details for some of its investors.  In
other cases, the state's Lottery Division was not comfortable
licensing some of AEG's investors.

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

NYRA emerged from Chapter 11 protection in 2008.  NYRA had settled
a key dispute with the state of New York and assured itself at
least 25 more years of operating the racetracks.  NYRA had also
secured state officials' approval to install lucrative video
lottery terminals, or VLTs, at their tracks.  AEG would have
installed the revenue-boosting video lottery terminals.

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

On Wednesday, Ms. Palank said the proposed casino deal could be
back on track soon.  According to Ms. Palank, Gov. Paterson last
week said he expects to have a solution within a month.  Citing
the New York Daily News, Ms. Palank wrote that Gov. Paterson chose
the bidder that was recently rejected, and officials in his
administration are now at work drafting new rules to select a
casino operator.

                           About NYRA

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

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


NORTEL NETWORKS: $7 Mil. in Claims Change Hands March 2-11
----------------------------------------------------------
The Clerk of the Bankruptcy Court recorded notices of transfer of
about 20 claims, aggregating more than $7 million, in the
Debtors' Chapter 11 cases for the period from March 2 to 11,
2010:

                                              Claim     Claim
Transferee             Transferor             Number    Amount
----------             ----------             ------  ----------
ASM Capital LP         Kirk Consulting Group    1829      $2,500
                       TTI Team Telecom Int'l.   5044    $574,660
                       Followup Net LLC            --      $8,250
                       Intec Billing Inc.          --      $2,882

ASM Capital III LP     Layne Communications      339    $180,479
                       Eion Inc.                 5660    $427,281

Corre Opportunities    Baseline Consulting Group  --     $52,969
Fund LP                Weber Shardwick Worldwide  --    $394,258

Drawbridge Special     Wistron Corporation      5633    $594,323
Opportunities Fund LP                           4547     $16,347
                                                 5636  $1,687,674
                                                 5638  $1,934,174

Drawbridge Special     Wistron Corporation      5633    $158,486
Opportunities Fund Ltd.                         4547      $4,359
                                                 5636    $450,046
                                                 5638    $515,779

Worden Master Fund LP  Wistron Corporation      5633     $39,621
                                                 4547      $1,089
                                                 5636    $112,511
                                                 5638    $128,944

                       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 More Work for Global IP
-------------------------------------------------
Nortel Networks Inc. and its affiliated debtors filed a
supplemental application, asking the Court to allow Global IP Law
Group LLC to provide additional services and to approve the terms
of the firm's compensation.

The Debtors employed Global IP late last year to evaluate the
marketability of their intellectual property portfolio, which
includes about 3,500 "patent families."  The licenses to the
patents are either held or owned by NNI, Nortel Networks Ltd.,
Nortel Networks UK Ltd. and NN Ireland.

Under their supplemental application, the Debtors ask the Court
to authorize Global IP to, among other things, provide legal
advice and counsel on monetization strategies and to continue
assisting them after the appropriate strategy is selected and
effectuated.

They also seek approval of these additional terms governing NNL's
payment of fees to Global IP:

  (1) For services rendered before February 1, 2010, a rate of
      $400 per hour for each Global IP partner, a 20% discount
      off of Global IP's standard fees, with total fees not to
      exceed $75,000 without prior approval from NNL.

  (2) For services rendered on or after February 1, 2010, a
      fixed fee of $250,000 per month, with an initial four-
      month commitment to be extended month-to-month upon the
      consent of the holders and owners of the licenses, the
      "bondholders group" and the Official Committee of
      Unsecured Creditors.

The Debtors also filed a motion, seeking approval to file under
seal a set of documents that were executed in connection with
their supplemental application on grounds that they contain
sensitive commercial information.

The Court will hold a hearing on March 31, 2010, to consider
approval of the requests.  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)


NORTEL NETWORKS: Wins OK for LinkLaters as U.K. Counsel
-------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors obtained approval
from the U.S. Bankruptcy Court to employ Linklaters LLP as their
U.K. counsel, effective January 26, 2010.

The Debtors tapped the services of Linklaters in light of the
proofs of claim that were filed against NNI and some of its
affiliates by the Board of the Pension Protection Fund.

NNUK Pension Trust serves as trustee of the pension scheme of
Nortel Networks UK Ltd. while the PPF Board manages U.K.'s
Pension Protection Fund.

The amount of claim asserted by the Pension Trustee and the PPF
Board has not yet been determined.  It is, however, believed to
be over GBP2.1 billion, which is the estimated NNUK's pension
scheme deficit as of January 13, 2009.

"Linklaters' resources and capabilities are crucial to the multi-
jurisdictional issues confronting the Debtors' success including
asserted potential pension obligations under U.K. law," says the
Debtors' counsel, Ann Cordo, Esq., at Morris Nichols Arsht &
Tunnell LLP, in Wilmington, Delaware.

"The services of Linklaters are necessary and essential to enable
the Debtors to defend the claims of the trustee and the PPF," Ms.
Cordo says in court papers.

As the Debtors' U.K. counsel, Linklaters will be tasked to
provide advice to the Debtors about U.K. law and other legal
services in connection with the alleged pension obligations and
the proofs of claim filed by the Pension Trustee and the PPF.

Linklaters will be paid for its services on an hourly basis and
will also be reimbursed of its necessary and reasonable expenses.
The firm's hourly rates are:

      Partners                  GBP650
      Counsel                   GBP600
      Managing Associates       GBP550
      Associates                GBP465
      Trainee Solicitors        GBP280
      Paralegals                GBP125

The Debtors will also be charged of fees and expenses of Paul
Newman QC and James Walmsley of Wilberforce Chambers, the
barristers instructed by Linklaters to represent NNI and Nortel
Networks (CALA) Inc. in their Chapter 11 cases or to defend their
rights under U.K. law.  The hourly rates of Messrs. Newman and
Walmsley are GBP500 and GBP175, respectively.

In a declaration filed with the Court, Mark Blyth, Esq., a
partner at Linklaters, assures the Court that his firm does not
have interests adverse to the interest of the Debtors or their
creditors.  He asserts that Linklaters is a "disinterested
person" as the term is defined 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)


NUTRACEA INC: Creditors Object to More Plan Time
------------------------------------------------
BankruptcyData.com reports that NutraCea's official committee of
unsecured creditors filed with the U.S. Bankruptcy Court an
objection to NutraCea's motion for an exclusivity extension.

The objection states, "From a legal standpoint, the Debtor has
failed to cite, much less establish, any factors that would
support "cause" for extending exclusivity. From a factual
standpoint, and simply put, the Debtor's current path of selling
assets piecemeal without any provision for payment or reserves for
unsecured creditors is akin to a sub rosa plan. Under this
scenario, the Committee has no opportunity to test the feasibility
of the Debtor's ongoing operations, and creditors are being placed
in a position of forced financing for the Debtor's continued
business. Because the Debtor cannot justify the retention of
exclusivity, and based on the nature of the case, exclusivity
should be terminated to enable the Committee to file a plan of
reorganization if it so desires."

                          About NutraCea

NutraCea is a world leader in production and utilization of
stabilized rice bran.  NutraCea holds many patents for stabilized
rice bran (SRB) production technology and proprietary products
derived from SRB.  NutraCea's proprietary technology enables the
creation of food and nutrition products to be unlocked from rice
bran, normally a waste by-product of standard rice processing.

Phoenix, Arizona-based Nutracea, a California corporation, filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
D. Ariz. Case No. 09-28817).  S. Cary Forrester, Esq., at
Forrester & Worth, PLLC, assists the Company in its restructuring
effort.  The Company listed $50,000,001 to $100,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


ONASNI PROPERTY: Relief from Stay Hearing Set for March 31
----------------------------------------------------------
WestLaw reports that the fact that, following a Chapter 11 debtor-
mortgagor's default on a mortgage loan secured by an eight-unit
rental property, and when the mortgagee exercised its contractual
right to collect rents, each of these eight units was rented at a
combined monthly rental more than sufficient to satisfy any
accruing interest on the mortgage loan did not preclude the
mortgagee from moving for relief from stay, after water service to
these rental units was discontinued for nonpayment of a water bill
and seven of the eight tenants quit the premises, from obtaining
relief from the stay based on a lack of adequate protection for
its interest.  While the debtor asserted that any lack of adequate
protection was of mortgagee's own making in allowing the vacancies
to occur, the mortgagee did not, by exercising a contractual right
to collect rents, assume responsibility for managing the property
and seeing that the water bill was paid.  In re Onasni Property
Group, LLC, --- B.R. ----, 2010 WL 841312 (Bankr. W.D. Pa.)
(Fitzgerald, J.).

Judge Fitzgerald has scheduled a pretrial hearing for 9:30 a.m. on
March 31, 2010, on First Commonwealth Bank's motion for relief
from the automatic stay.

Onasni Property Group, LLC, sought Chapter 11 protection (Bankr.
W.D. Pa. Case No. 09-28455) on Nov. 13, 2009, and the Debtor
estimated at the time of the filing that assets will be available
for distribution to its unsecured creditors.


OVERSEAS SHIPHOLDING: S&P Assigns 'BB-' Rating on $300 Mil. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Overseas Shipholding Group Inc.'s (BB-
/Stable/--) proposed eight-year $300 million senior unsecured
notes issue.  The issue-level rating is 'BB-', the same as the
corporate credit rating, and the recovery rating is '4',
indicating that lenders can expect average (30%-50%) recovery in a
payment default scenario.

S&P also rate OSG's 7.5% senior notes due 2024 and 8.75%
debentures due 2013.

The issue-level rating on these instruments is 'BB-' (the same as
the corporate credit rating) and the recovery rating is '4',
indicating that lenders can expect average (30%-50%) recovery in a
payment default scenario.  OSG has secured debt and other
unsecured bank debt that S&P does not rate.

                           Ratings List

                  Overseas Shipholding Group Inc.

          Corp. credit rating               BB-/Stable/--

                         Ratings Assigned

    Proposed $300 million senior unsecured notes issue     BB-
     Recovery rating                                       4
    7.5% senior notes due 2024                             BB-
     Recovery rating                                       4
    8.75% debentures due 2013                              BB-
     Recovery rating                                       4


PHARMANET DEVELOPMENT: Moody's Assigns 'B3' Rating on Senior Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to PharmaNet
Development Group's proposed $175 million offering of senior
secured notes.  Moody's also assigned a B3 Corporate Family and a
B3 Probability of Default rating to PharmaNet.  The proceeds from
the proposed offering will be used to refinance PharmaNet's
current term loan and fund a $105 million dividend to JLL
Partners.  JLL Partners acquired PharmaNet on March 24, 2009.  The
notes will have a second lien priority on all assets while the
proposed $25 million asset-based revolver (not rated by Moody's)
will have a first priority security in all assets.  This is the
first time Moody's has publicly rated PharmaNet since it was
acquired by JLL.  The rating outlook is stable.

The B3 Corporate Family Rating reflects PharmaNet's limited scale
in the global contract research organization industry, which is
highly competitive and subject to cancellation risk.  The ratings
also reflect the significant increase in leverage and reduction in
equity due to the recapitalization of the company.  In addition,
PharmaNet has a meaningful concentration of revenue and backlog by
customer and drug program.  While PharmaNet's largest customer is
one of the world's leading pharmaceutical companies, given the
uncertainty inherent in the drug development process, Moody's view
client concentration as a particular risk in the CRO industry.
The ratings are supported by PharmaNet's broad service offerings
(well balanced between early and late stage services) and good
geographic diversity.  Further, Moody's believes the broader CRO
industry outlook is stabilizing and the longer-term industry
demand fundamentals remain sound.

Moody's assigned these ratings:

* Corporate Family Rating, B3
* Probability of Default Rating, B3
* $175 million Senior Notes (second lien) due 2017, B3 (LGD3, 46%)

The rating outlook is stable.

PharmaNet, based in Princeton, NJ, is a leading global CRO that
provides product development services primarily to pharmaceutical
and biotechnology companies.  The company provides a broad range
of early and late stage clinical trial and bioanalytical
laboratory services.  PharmaNet generated direct revenues of
approximately $328 million for the twelve month period ended
December 31, 2009.


PACIFIC ETHANOL: Calif. SC Approves Settlement With Socius CG
-------------------------------------------------------------
The Superior Court of the State of California for the County of
Los Angeles approved the Stipulation for Settlement of Claim in
the matter entitled Socius CG II, Ltd., vs. Pacific Ethanol, Inc.

The Order provides for the full and final settlement of Socius GC
II, Ltd.'s $5,000,000 claim against the company.  Socius purchased
the Claim from Lyles United, LLC, a creditor of Pacific Ethanol,
Inc., pursuant to the terms of a Purchase and Option Agreement
dated effective as of March 2, 2010 between Socius and Lyles
United.

The Claim consists of the right to receive $5,000,000 of principal
amount of and under a loan made by Lyles United to the company
pursuant to the terms of an Amended and Restated Promissory Note
dated November 7, 2008, in the original principal amount of
$30,000,000.  Pursuant to the terms of the Order, on March 5,
2010, the company issued and delivered to Socius 5,800,000 shares
of its common stock, subject to adjustment as set forth in the
Order.

Under the terms of the Order, on March 16, 2010, Socius returned
2,554,194 of the Settlement Shares the company issued to them on
March 5, 2010 .  As a result, in full satisfaction of the Claim,
the company issued to Socius a total of 3,245,806 shares of its
common stock.

                     About Pacific Ethanol

Pacific Ethanol Holding Co. LLC and four affiliates filed for
Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713).
Judge Kevin Gross handles the case.  Attorneys at Cooley Godward
Kronish LLP represent the Debtors as counsel.  Attorneys at Potter
Anderson & Corroon LLP are co-counsel.  Epiq Bankruptcy Solutions
LLC is the claims agent.  Pacific Ethanol Holding disclosed
$50 million to $100 million in assets and $100 million to
$500 million in debts in its petition.

Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, have not filed for
Chapter 11 bankruptcy protection.  The Company is expected to
continue to manage the Plant Subsidiaries under an Asset
Management Agreement and Kinergy and PAP are expected to continue
to market and sell the Plant Subsidiaries' ethanol and feed
production under existing Marketing Agreements.


PHARMANET DEVELOPMENT: S&P Assigns 'B+' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B+' corporate credit rating to Princeton, New Jersey-based
PharmaNet Development Group Inc.  At the same time, Standard &
Poor's also assigned a 'B+' senior secured debt rating and a
recovery rating of '3' indicating meaningful (50%-70%) recovery to
the company's proposed $175 million second lien senior secured
notes due in 2017.

"The speculative-grade ratings on PharmaNet reflect the sponsor-
owned company's aggressive financial risk profile and PharmaNet's
need to continue to compete successfully against larger, better
financed players," said Standard & Poor's credit analyst Arthur
Wong.  Offsetting these concerns is the company's well established
niche position in oncology and its global infrastructure that
enables it to compete for larger contracts.  Notwithstanding the
company's particularly solid position in oncology, PharmaNet is a
relatively small player in the fragmented CRO industry, a key
consideration in its weak business risk profile, and competes
against much larger and better financed rivals.  Furthermore,
PharmaNet may need to further expand its infrastructure in order
to keep pace with its larger rivals in bidding for larger, broader
contracts.

The rating outlook is stable.  After a challenging late 2008-2009,
S&P believes conditions in the CRO industry is improving.  Should
PharmaNet's book-to-bill ratio improve to the 1.4x area, the
company establishes a track record of consistent free cash flows,
and debt leverage declines to well under 4x, a ratings upgrade
would be considered.  However, if the industry suffers another
downturn, PharmaNet is unable to in new large contracts, and the
company's leverage deteriorates to over 5x, a ratings downgrade
would be considered.


PHILADELPHIA NEWSPAPERS: Seeks to Force Lenders to Extend DIP Loan
------------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Philadelphia
Newspapers LLC is suing its lenders in an attempt to force them to
extend the deadline to repay the Debtor's bankruptcy loan beyond
March 31.

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Mark K. Thomas, Esq., and Paul V.
Possinger, Esq., at Proskauer Rose LLP in Chicago, Illinois; and
Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq.,
and Anne M. Aaronson, Esq., at Dilworth Paxson LLP, in
Philadelphia, Pennsylvania, serve as bankruptcy counsel.  The
Debtors' financial advisor is Jefferies & Company Inc.  The Garden
City Group, Inc., serves as claims and notice agent.

Ben Logan, Esq., at O'Melveny & Myers LLP in Los Angeles,
California; and Gary Schildhorn, Esq., at Eckert Seamans Cherin &
Mellott, LLC in Philadelphia, represent the Official Committee of
Unsecured Creditors.  Fred S. Hodara, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP in
New York, represent the Steering Group of Prepetition Secured
Lenders.

Philadelphia Newspapers listed assets and debts of $100 million to
$500 million in its bankruptcy petition.


PLAINS EXPLORATION: Moody's Assigns 'B1' Rating on $300 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD 4: 64%) rating to
Plains Exploration and Production's pending $300 million ten-year
senior unsecured note offering.  PXP's ratings include a Ba3
Corporate Family Rating, Ba3 Probability of Default Rating, and B1
(LGD 4; 64%) ratings on its existing senior unsecured notes.  The
rating outlook is negative.

The negative outlook reflects the continuing weight of high
leverage, possible additional borrowings in first half 2010 to
fund the capital budget, and PXP's still pending need to now
sustain organic operating results of a Ba-rating caliber from its
transformed natural gas portfolio following completion of a two
year asset portfolio transition.  The transition leaves it over-
leveraged on units of production, on proven developed reserves
and, after properly weighting proven non-producing reserves for
matching required future FAS 69 development capital outlays, on
total proven reserves.

In order to retain the ratings, PXP will need to generate
convincing production growth by the end of second quarter 2010 and
begin significantly reducing leverage on units of production.
However, Moody's does not believe production growth alone will
reduce leverage on production enough to retain the ratings,
requiring debt reduction too.  The ratings could also suffer
during the remainder of 2010 if PXP fails to sustain production
growth commensurate with its heavy capital spending rate or, by
the end of the year, it posts uncompetitive reserve and production
replacement costs while still highly leveraged.

Conversely, the outlook could move to stable if PXP mounts
combined strong production growth, debt reduction, and competitive
reserve replacement costs.

In the meantime, the ratings are retained due to PXP's durable
California oil reserve base and supportive oil prices, sound
liquidity while PXP works this year on mounting production growth
at lower unit capital outlays than it has delivered for several
years, and seasoned management.  Any debt rating benefit from
PXP's costly Gulf of Mexico exploration activity would be
recognized when and if PXP either monetizes such properties for
debt reduction or, much less likely, in later years that portion
of PXP's portfolio moves past exploration and development to cash
flow positive after regional capital spending.

Interim risk mitigation also comes from price protection in the
form of 2010 puts on 40,000 barrels/day of oil production at
$55/barrel ($50 after a $5/barrel deferred premium) and by the
hedging of 85,000 mmbtu of natural gas with collars having floors
ranging from $4.64/ mmbtu to $6.12 / mmbtu and a ceiling of $8 /
mmbtu.

PXP's balance sheet reflects the high up-cycle cost at which PXP
transitioned into the Haynesville Shale.  PXP avoided higher
leverage by also divesting substantial properties at attractive
high up-cycle asset prices, issuing $648 million of equity and
monetizing deeply in-the-money oil hedges last year on 40,000
barrels per day of oil production.  This also enabled PXP to fund
the $1.1 billion discounted pre-payment in full of $1.250 billion
in capital spending carry PXP was required to fund on behalf of
its Haynesville Shale joint venture partner, Chesapeake Energy.

PXP's 2009 reported reserve replacement costs remained very high
but much of this was largely due to the inclusion in capital
outlays the $375 million in scheduled Chesapeake Haynesville
capital spending carry and the $1.1 billion buyout of PXP's
remaining obligations on that carry.  Absent those costs, PXP
reports much more competitive all-in reserve replacement costs.

Leverage on PD reserves, on proven reserves (fully-loaded for FAS
69 capital spending), and on production are very high for the
ratings, reflecting the front-end and carried costs of buying into
Chesapeake's Haynesville acreage and heavy Gulf of Mexico capital
outlays.

Moody's last rating action for PXP was on March 16, 2010, when
Moody's affirmed its Ba3 Corporate Family Rating, Ba3 Probability
of Default Rating, B1 (LGD 4; 64%) note ratings and negative
rating outlook.

Plains Exploration & Production Company is headquartered in
Houston, Texas.


PLAINS EXPLORATION: S&P Assigns 'BB-' Rating on $300 Mil. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating to Plains Exploration & Production Co.'s new $300 million
senior unsecured notes due 2020, one notch lower than the
corporate credit rating on the company.  At the same time, S&P
assigned a recovery rating of '5' to this debt, indicating
expectations of modest (10%-30%) recovery in a payment default.
PXP will use proceeds from the new notes to pay down borrowings
under its revolving credit facility and for general corporate
purposes.

The corporate credit rating on PXP is 'BB' and the outlook is
negative.

                           Ratings List

                Plains Exploration & Production Co.

       Corporate Credit Rating              BB/Negative/--

                         Ratings Assigned

                Plains Exploration & Production Co.

             $300 Mil. Sr Unsec Notes Due 2020    BB-
               Recovery Rating                    5


PREMIER GENERAL: Section 341(a) Meeting Scheduled for April 12
--------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in Premier General Holdings, Ltd.'s Chapter 11 case on April 12,
2010, at 9:30 a.m.  The meeting will be held at San Antonio Room
333, U.S. Post Office Bldg., 615 E. Houston St., San Antonio, TX
78205.

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

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

San Antonio, Texas-based Premier General Holdings, Ltd., filed for
Chapter 11 bankruptcy protection on March 17, 2010 (Bankr. W.D.
Texas Case No. 10-51005).  William B. Kingman, Esq., who has an
office in San Antonio, Texas, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $50,000,001 to $100,000,000.


PROTOSTAR LTD: Creditors Appeal $5M Satellite Sale Bonuses
----------------------------------------------------------
Bankruptcy Law360 reports that ProtoStar Ltd.'s committee of
unsecured creditors plans to appeal a bankruptcy judge's approval
of $5 million in bonus payments to company managers for the
combined $385 million sale of two satellites.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659).  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  The Debtors have tapped UBS Securities
LLC as investment banker and financial advisor.

Also on July 29, 2009, ProtoStar and its affiliates, including
ProtoStar Development Ltd., commenced a coordinated proceeding in
the Supreme Court of Bermuda.  John C. McKenna of Finance & Risk
Services Ltd. as liquidator of the Bermuda Group.

In their Chapter 11 petition, the Debtors listed between
US$100 million and US$500 million each in assets and debts.  As of
December 31, 2008, ProtoStar's consolidated financial statements,
which include non-debtor affiliates, showed total assets of
US$463,000,000 against debts of US$528,000,000.


REGENT BROADCASTING: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Regent Broadcasting of Lafayette, LLC, 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                $1,318,937
  B. Personal Property           $17,975,512
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $218,988
                                 -----------      -----------
        TOTAL                    $19,294,449         $218,988

On March 23, 2010, Regent Communications, Inc. and its other
debtor-affiliates filed their respective schedules of assets and
liabilities, disclosing:

   a. Regent Communications, Inc.
      total assets: $0
      total liabilities: $0.

   b. Regent Broadcasting of El Paso, Inc.:
      total assets: $7,742,969
      total liabilities: $246,337

   c. Livingston County Broadcasters, Inc.:
      total assets: $0
      total liabilities: $0

   d. Regent Broadcasting, LLC:
      total assets: $0
      total liabilities: $204,681,379

   e. B&G Broadcasting, Inc.:
      total assets - $311,877
      total liabilities - $0

Headquartered in Cincinnati, Ohio, Regent Communications, Inc., is
a radio broadcasting company that acquires, develops, and operates
radio stations.  There are 47 subsidiary entities with 62 radio
stations in markets in Colorado, Illinois, Indiana, Kentucky,
Louisiana, Michigan, Minnesota, New York, and Texas.  Regent
Communications focuses on radio stations in mid-sized market that
are diversified in terms of geographic location, target
demographics and format in order to minimize the effects of
downturns in specific markets and changes in format preferences.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Delaware Case No. 10-10632).  Michael R. Nestor,
Esq., at Young Conaway Stargatt & Taylor, assists the Company in
its restructuring effort.  As of January 31, 2010, the Company had
$166,506,000 in assets and $211,282,000 in liabilities.


REGENT COMMUNICATIONS: Has Access Lenders' Cash Until July 28
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in a final
order, authorized Regent Communications, Inc., to use the
prepetition lenders' cash collateral until July 28, 2010.

The prepetition lenders, together, hold at least 2/3% of the
aggregate principal amount of the prepetition obligations.

The Debtors would use the cash collateral to meet immediate
postpetition liquidity needs.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
adequate protection liens, which are senior to any prepetition
liens, subject only to carve out.

Headquartered in Cincinnati, Ohio, Regent Communications, Inc., is
a radio broadcasting company that acquires, develops, and operates
radio stations.  There are 47 subsidiary entities with 62 radio
stations in markets in Colorado, Illinois, Indiana, Kentucky,
Louisiana, Michigan, Minnesota, New York, and Texas.  Regent
Communications focuses on radio stations in mid-sized market that
are diversified in terms of geographic location, target
demographics and format in order to minimize the effects of
downturns in specific markets and changes in format preferences.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Delaware Case No. 10-10632).  Michael R. Nestor,
Esq., at Young Conaway Stargatt & Taylor, assists the Company in
its restructuring effort.  As of January 31, 2010, the Company had
$166,506,000 in assets and $211,282,000 in liabilities.


REGENT COMMUNICATIONS: Resilient Wants New Plan of Reorganization
-----------------------------------------------------------------
According to RBR.com, Resilient Capital Management said it wants a
new plan of reorganization for Regent Communications Inc., which
will give shareholders more than 12.8 cents per share "gift" they
would receive, and asks a federal judge to appoint a special
committee to represents the interests of the present shareholders.

Resilient acquired all of the company's 2,802,193 shares between
Dec. 23, 2010, and March 2, 2010 for $444,000.

Regent's plan will cut its debt by $87 million.  Present
shareholders are entitled get a pro rata portion of $5.5 million
in cash under the Plan.  The Plan proposes to transfer ownership
of the company to its lender and pay unsecured creditors in full,
said The Troubled Company Reporter on March 24, 2010.

                   About Regent Communications

Headquartered in Cincinnati, Ohio, Regent Communications, Inc., is
a radio broadcasting company that acquires, develops, and operates
radio stations.  There are 47 subsidiary entities with 62 radio
stations in markets in Colorado, Illinois, Indiana, Kentucky,
Louisiana, Michigan, Minnesota, New York, and Texas.  Regent
Communications focuses on radio stations in mid-sized market that
are diversified in terms of geographic location, target
demographics and format in order to minimize the effects of
downturns in specific markets and changes in format preferences.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Delaware Case No. 10-10632).  Michael R. Nestor,
Esq., at Young Conaway Stargatt & Taylor, assists the Company in
its restructuring effort.  As of January 31, 2010, the Company had
$166,506,000 in assets and $211,282,000 in liabilities.


RESERVE GOLF CLUB: Court Approves Plan of Reorganization
--------------------------------------------------------
Alan Blondin at TheSunNews.com says a federal bankruptcy judge
approved a plan of reorganization of Reserve Club.

The plan provides for a sale to McConnell Golf but reimbursement
rights for membership initiation fees for resigned and inactive
members are eliminated under the sale.  The resigned members, Mr.
Blondin notes, can appeal to the U.S. District Court but it would
require the posting of a significant bond.

According to the report, McConnell Golf offered $522,705 plus a
commitment to infuse significant new capital to fund capital
improvements and offset reported negative cash flow from the club
operations.  The sale price includes:

   * $456,454 in existing operating debts to vendors and lenders
      that McConnell Golf would absorb;

   * an escrow account of $66,250 to be shared by current and
     resigned members who choose not to join under McConnell Golf;
     and

   * $1 for the sellers.

Based in Pawleys Island, South Carolina, Reserve Golf Club of
Pawleys Island LLC operates a golf course club.  The company filed
for Chapter 11 protection on December 4, 2009 (Bankr. D. S.C. Case
No.09-09116).  G. William McCarthy, Jr., Esq., represents the
Debtor in its restructure efforts.  The company listed assets of
between $1 million and $10 million, and debts of between $100,000
to $500,000.


RITZ CAMERA: Closes Shop at Boscov Ahead of Schedule
----------------------------------------------------
Stephen J. Pytak at the Republican Herald reports that Ritz Camera
at Boscov's Fairlane Village mall has closed three days earlier
than originally set.

                         About Ritz Camera

Headquartered in Beltsville, Maryland, Ritz Camera Centers, Inc. -
- http://www.ritzcamera.com/-- sells digital cameras and
accessories, and electronic products.  The Company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Irving E. Walker, Esq., Gary H. Leibowitz, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Baltimore, are
bankruptcy counsel to the Debtor.  Norman L. Pernick, Esq., and
Karen M. Mckinley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, serve as local counsel.
Thomas & Libowitz, P.A., is Debtor's special corporate counsel and
conflicts counsel.  Marc S. Seinsweig, at FTI Consulting, Inc,
acts as the Debtor's chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.  Attorneys at
Cooley Godward Kronish LLP represent the official committee of
unsecured creditors as lead counsel.  The Committee selected
Bifferato LLC as Delaware counsel.  In its schedules, the Debtor
listed total assets of $277 million and total debts of
$172.1 million.


RIVER WEST: to Reduce 45% of Administrative Overhead and Payroll
----------------------------------------------------------------
River West Plaza-Chicago, LLC, dba Joffco Square, filed with the
U.S. Bankruptcy Court for the Northern District of Illinois a
disclosure statement in connection with the proposed second
amended Plan of Reorganization.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan contemplates the
transfer of all of the Debtor's remaining assets to the
Reorganized Debtor for the implementation of the Plan, the
treatment of creditors under the Plan and the reorganization and
continuation of the Debtor's business by the Reorganized Debtor.

Under the plan, the Debtor intends to fund all payments due from
the revenue generated by its ongoing business operations.  In
addition, two of the Debtor's members, Amy Joffe and Melissa
Norris, will provide up to $400,000 in subordinated unsecured
financing toward the payment of the Debtors' Chapter 11
professional fees.

The Reorganized Debtor will reduce its administrative overhead and
payroll costs by about 45% on an annualized basis going forward.

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

River West Plaza-Chicago LLC, dba Joffco Square, is an Illinois
limited liability company, with its principal office located at 5
Revere Drive, Suite 200, Northbrook, Illinois 60062.  The Company
filed for Chapter 11 bankruptcy protection on December 7, 2009
(Bankr. N.D. Ill. Case No. 09-46258).  Forrest B. Lammiman, Esq.,
at Meltzer, Purtill & Stelle LLC assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


ROTHSTEIN ROSENFELDT: Levinson Jewelers Denies Knowledge of Fraud
-----------------------------------------------------------------
Melanie Cohen at Dow Jones' Daily Bankruptcy Review reports that
Robin Levinson, the president of Levinson Jewelers -- the jewelry
store where Scott Rothstein spent more than $700,000 -- said she
had "no idea" what money Mr. Rothstein paid for the items with and
that she had to ask for the money repeatedly.

Ms. Cohen relates that, according to the South Florida Business
Journal, Chuck Lichtman, Esq., a lawyer for the bankruptcy trustee
who's winding down Rothstein Rosenfeldt Adler, said Ms. Levinson
knew that some of the money came from Mr. Rothstein's law firm.
Mr. Levinson, however, said Mr. Rothstein was only a customer of
Levinson Jewelers and that she and her husband Mark pretended to
be Mr. Rothstein's friends.

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA, has been suspected of running a $1.2 billion Ponzi scheme.
U.S. authorities claimed in a civil forfeiture lawsuit filed
November 9, 2009, that Mr. Rothstein, the firm's former chief
executive officer, sold investments in non-existent legal
settlements.  Mr. Rothstein pleaded guilty to five counts of
conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.


RUMJUNGLE - LAS VEGAS: Sec. 341(a) Meeting Scheduled for April 22
-----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Rumjungle - Las Vegas LLC's Chapter 11 case on April 22, 2010,
at 2:00 p.m.  The meeting will be held at 300 Las Vegas Boulevard,
South, Room 1500, Las Vegas, NV 89101.

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

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

Miami, Florida-based Rumjungle - Las Vegas LLC, A Nevada Limited
Liability Company, dba Rumjungle, owns a nightclub in Las Vegas,
Nevada.  The Company filed for Chapter 11 bankruptcy protection on
March 16, 2010 (Bankr. D. Nev. Case No. 10-14228).  Nancy L. Allf,
Esq., at Law Office Of Nancy L. Allf, assists the Company in its
restructuring effort.  According to the schedules, the Company has
assets of $12,000,094, and total debts of $1,149,438.


RUMJUNGLE - LAS VEGAS: Files Schedules of Assets & Liabilities
-----------------------------------------------------------
Rumjungle - Las Vegas LLC has filed with the U.S. Bankruptcy Court
for the District of Nevada its schedules of assets and
liabilities, disclosing:

   Name of Schedule                  Assets          Liabilities
   ----------------                  ------          -----------
A. Real Property                          $0
B. Personal Property             $12,000,094
C. Property Claimed as
   Exempt

D. Creditors Holding
   Secured Claims                                              $0
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $5,000
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $1,144,438
                                 -----------           ----------
TOTAL                            $12,000,094           $1,149,438

Miami, Florida-based Rumjungle - Las Vegas LLC, A Nevada Limited
Liability Company, dba Rumjungle, owns a nightclub in Las Vegas,
Nevada.  The Company filed for Chapter 11 bankruptcy protection on
March 16, 2010 (Bankr. D. Nev. Case No. 10-14228).  Nancy L. Allf,
Esq., at Law Office of Nancy L. Allf, assists the Company in its
restructuring effort.


RUMJUNGLE - LAS VEGAS: Taps Nancy Allf as Bankruptcy Counsel
------------------------------------------------------------
Rumjungle - Las Vegas LLC has asked for permission from the U.S.
Bankruptcy Court for the District of Nevada to employ Nancy L.
Allf, Attorney at Law, a Nevada corporation, as bankruptcy
counsel.

Nancy C. Allf will, among other things:

     a. commence, prosecute and defend suits and proceedings
        arising out of or relating to the case and relating to
        assets of the estate, and represent the Debtor in other
        matters and things involving or connected with the affairs
        of the estate;

     b. assist in representing the Debtor before the Court, and
        assist in and render advice with respect to the
        preparation of contracts, reports, accounts, applications
        and orders;

     c. advise and consult with the Debtor with respect to any
        plan or reorganization which may be proposed in the
        proceedings and any matters concerning the estate which
        arise out of or follow the acceptance or confirmation of a
        plan or its rejection; and

     d. advise, consult with or otherwise represent the debtor in
        connection with other general, real estate, contract,
        business or litigation matters as may be necessary for the
        duration of the bankruptcy case.

Nancy L. Allf will be paid based on the hourly rates of its
personnel:

        Nancy L. Allf                        $400
        Associate, Angela Nakamura           $225
        Paralegals                           $110

Ms. Allf assures the Court that the Nancy L. Allf law firm is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Miami, Florida-based Rumjungle - Las Vegas LLC, A Nevada Limited
Liability Company, dba Rumjungle, owns a nightclub in Las Vegas,
Nevada.  The Company filed for Chapter 11 bankruptcy protection on
March 16, 2010 (Bankr. D. Nev. Case No. 10-14228).  According to
the schedules, the Company has assets of $12,000,094, and total
debts of $1,149,438.


RUMJUNGLE - LAS VEGAS: Wants Weinberg as Litigation Counsel
-----------------------------------------------------------
Rumjungle - Las Vegas LLC has asked for authorization from the
U.S. Bankruptcy Court for the District of Nevada to hire Weinberg
Wheeler Hudgins Gunn & Dial as litigation counsel.

Prior to the Debtor's filing for bankruptcy protection, the Debtor
was involved in a case against Mandalay Corp. et al.  The Debtor
accused Mandalay of breach of contract or fraud, regarding the
leased premises where the Debtor operates its business.  The
Debtor says that the outcome of that litigation and lease is
essential to the Debtor's reorganization and that it is necessary
for Weinberg Hudgins to provide the Debtor legal services in the
case.

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

              Partners             $375
              Associates           $275
              Paralegal            $140

D. Lee Roberts, Jr., a partner at Weinberg Wheeler, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Miami, Florida-based Rumjungle - Las Vegas LLC, A Nevada Limited
Liability Company, dba Rumjungle, owns a nightclub in Las Vegas,
Nevada.  The Company filed for Chapter 11 bankruptcy protection on
March 16, 2010 (Bankr. D. Nev. Case No. 10-14228).  According to
the schedules, the Company has assets of $12,000,094, and total
debts of $1,149,438.


SANTA ANA: Fitch Affirms Low-B Ratings, Outlook Stable
------------------------------------------------------
Fitch Ratings has affirmed Santa Ana Pueblo's credit ratings:

  -- Issuer rating at 'BB';
  -- $45 million enterprise revenue bonds, series 2006, at 'BB+'.

The Rating Outlook is Stable.

Santa Ana Pueblo's 'BB' issuer rating is supported by its
relatively diverse operating profile within the Fitch-rated Native
American gaming universe.  Although the primary economic driver of
the Pueblo, and therefore the primary credit driver, is its casino
gaming operation, a small degree of operational diversification is
provided by two other enterprises owned by the Pueblo, including a
Hyatt resort property and a golf course operation.  The
Albuquerque gaming market is highly competitive, with four other
Native American gaming entities operating seven properties in the
area.  However, the Santa Ana Star casino occupies an attractive
niche position, serving the Rio Rancho locals market.  Santa Ana's
casino operation consistently ranks fourth in the market in slot
win, behind Sandia, Isleta and Laguna Pueblos, and in 2009
captured 15% of slot win, which was unchanged versus 2008 (Isleta
and Laguna Pueblos operate two and three casinos, respectively,
versus Santa Ana and Sandia with one property each).

The primary negative factors impacting the credit profile include
a persistent weak operating trend at the casino, and recent
instability in the casino senior management team, with two general
managers leaving the property within 18 months.  With respect to
the weak operating trend, unlike many other regional gaming
markets in the U.S., which exhibited negative top line revenue
trends beginning in mid-late 2007, the Albuquerque local gaming
market exhibited growth based on slot win through the first half
of 2008.  Since 3Q'08, however, slot win trends in the market have
been negative, and although the rate of decline did decelerate in
3Q'09 as year-over-year comparisons became easier, an overall
negative trend persists.  Slot win for the market declined 9.1% in
2009, and slot win at the Santa Ana Star casino mirrored the
market trends, declining by 8.7%.  Positively, however, the Santa
Ana Star did outperform the market in 4Q'09, with slot win
declining by 3.4% versus a market-wide decline of 6.6%, which may
be an early indication that Santa Ana's slot win growth will
return to positive growth earlier than the broader market.

Offsetting concerns about the negative operating trend and lending
support to the 'BB' issuer rating and Stable Outlook is credit
protection provided by Santa's Ana ample financial flexibility.
Santa Ana's credit metrics are strong relative to the 'BB' rating
category.  At Dec. 31, 2009 debt/EBITDA equaled 1.45 times and
EBITDA/debt service carrying charges including principal
amortization equaled 2.97.  An extremely restrictive additional
debt test prohibits further leveraging of the enterprise revenue
stream.  Unless the magnitude of forward EBITDA declines continues
to be at least as severe as was exhibited in the latest 12-month
period ended Dec. 31, 2009, when EBITDA declined 16% versus the
prior year period, leverage should decline over the projection
period, since Santa Ana's debt amortizes fairly rapidly.

The credit's liquidity profile is strong: cash on the enterprise
fund balance sheet at Dec. 31, 2009 was well in excess of the
amount needed for casino cage cash purposes, and the credit
generated significantly positive free cash flow in 2009 (defined
as cash from operations less capital expenditures and transfers to
the tribal government).  In contrast, many Native American gaming
credits exhibit free cash flow close to zero after transfers to
tribal government.  As is typical for small tribal governments,
Santa Ana does not maintain access to external liquidity in the
form of a credit revolver or the like.  Near-term uses of
liquidity are minimal; there are no significant debt maturities in
the capital structure and planned capital expenditures to be
funded out of cash flow are manageable and are focused on
maintenance and minor renovation projects at the casino.

Over the last 18 months two consecutive general managers of the
Santa Ana Star have resigned, the first in summer 2008 and the
second in winter 2010.  The position is currently vacant and an
external search will be conducted.  Concern related to this
disruption is mitigated by the long tenure and stability in other
key senior management positions, as well as the credit's
commitment to the use of outside gaming industry consultants.
Since 2004, the management board of the casino enterprise has
employed an industry consultant to perform quarterly on-site
consultations with casino management and prepare a detailed
quarterly report on operational results and make suggestions for
improvements.

An upgrade of the issuer rating or a Positive Outlook will be
highly unlikely in the near to medium term, given the credit's
lack of geographic operating diversity, the stiff operational
challenges inherent in the highly competitive Albuquerque gaming
market, and the persistent negative gaming operating trend.  A
downgrade of the issuer rating or a Negative Outlook would be
likely if operating trends continue to deteriorate, contributing
to leverage approaching 2.2x in 2010, coupled with a weakening
liquidity profile (i.e.  credit produces negative free cash flow
in 2010).  Fitch notes that the operational stress in 2010 would
have to be quite severe for leverage to increase to 2.2x; EBITDA
would need to decline by 42% from the 2009 level, supporting a
Stable Outlook at this time.

The 2006 enterprise revenue bonds are term bonds maturing in 2015.
The bonds are subject to mandatory monthly sinking fund payments
of principal in an amount sufficient to fully amortize by
maturity, resulting in a level debt service schedule through
maturity.  Additional debt outstanding includes a subordinate bank
loan in the amount of $15 million, which matures in 2024.

A 'BB+' transaction rating is assigned to debt secured by a lien
on the combined gaming, hotel and golf enterprise cash flows.  The
transactions are rated one notch above the issuer rating due to
credit enhancement provided by security covenants included in the
legal documents associated with the transactions.


SCHUCK-BAYMEADOWS: Taps GrayRobinson as Bankruptcy Counsel
----------------------------------------------------------
Schuck-Baymeadows, LLC, has sought authorization from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
GrayRobinson, P.A., as bankruptcy counsel.

GrayRobinson will:

     a. workout negotiations with its secured creditor;

     b. prepare and file a petition for reorganization under
        Chapter 11 of the U.S. Bankruptcy Code and prepare all
        related initial pleadings to be filed in the case; and

     c. pre-petition expenses in the Debtor's case, including
        filing fees.

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

        Jason B. Burnett                 $365
        Lee S. Haramis                   $375
        Paige Wagner                     $150
        Attorneys                        $375
        Paraprofessionals                $150

Jason B. Burnett, a shareholder of GrayRobinson, assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Rexburg, Idaho-based Schuck-Baymeadows, LLC, filed for Chapter 11
bankruptcy protection on March 16, 2010 (Bankr. M.D. Fla. Case No.
10-02088).  The Company listed $10,000,001 to $50,000,000 in
assets and $1,000,001 to $10,000,000 in debts.

The Company's affiliate, Villa Sangria-Baymeadows, LLC, filed a
separate Chapter 11 petition on March 16, 2010, listing
$10 million to $50 million in assets and $1 million to $10 million
in liabilities.


SCHUCK-BAYMEADOWS: Section 341(a) Meeting Scheduled for April 14
----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Schuck-Baymeadows, LLC's Chapter 11 case on April 14, 2010, at
3:00 p.m.  The meeting will be held at First Floor, 300 North
Hogan Street, Suite 1-200, Jacksonville, FL 32202.

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

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

Rexburg, Idaho-based Schuck-Baymeadows, LLC, filed for Chapter 11
bankruptcy protection on March 16, 2010 (Bankr. M.D. Fla. Case No.
10-02088).  Jason B. Burnett, Esq., at GrayRobinson, P.A., assists
the Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.

The Company's affiliate, Villa Sangria-Baymeadows, LLC, filed a
separate Chapter 11 petition on March 16, 2010, listing
$10 million to $50 million in assets and $1 million to $10 million
in liabilities.


SMURFIT-STONE: Aurelius Insists on Finance II Liquidation
---------------------------------------------------------
Smurfit-Stone Container Corp. and its U.S. affiliates are opposing
a request by Aurelius Capital Management LP and Columbus Hill
Capital Management LP for the U.S. Bankruptcy Court's conversion
of the Chapter 11 case of Debtor Stone Container Finance Company
of Canada II into to a case under Chapter 7 of the Bankruptcy
Code.

In response to the Debtors' objection, Scott D. Cousins, Esq., at
Greenberg Traurig LLP, counsel to Aurelius, argues that the
officers and directors of Finance II have done nothing to maximize
the value of Finance II in the Chapter 11 cases.

Mr. Cousins points out that instead of addressing relevant issues
whether "cause" exists to convert Finance II's Chapter 11 case,
the Debtors are mischaracterizing the process and the findings of
the Canadian Bankruptcy Court in a transparent attempt to avoid
addressing the relevant issues.

                       Discovery Request

In a separate filing, Aurelius Capital and Columbus Hill asked the
Court to compel the Debtors to respond to document requests and
produce witnesses in connection with discovery related to their
request to convert the Chapter 11 case of Debtor Stone Container
Finance Company of Canada II into to a case under Chapter 7 of
the Bankruptcy Code.

Counsel to the Debtors, James F. Conlan, Esq., at Sidley Austin
LLP, in Chicago, Illinois, however, points out that the Court "is
faced with a second bite at the apple from Aurelius after having
initially lost in its chosen forum in Canada."  He adds that
instead of simply raising the issues in the context of their
treatment under the Debtors' Chapter 11 Plan of Reorganization,
Aurelius Capital engaged in a series of litigation "afterthoughts
as it tries to impede the progress of the Debtors' chosen vehicle
at any given hearing."  Mr. Conlan adds that the Debtors have
addressed Aurelius' discovery requests.

After reviewing Aurelius Capital's and Columbus Hill's discovery
request and the Debtors' responses, the Court ruled that the
Debtors must produce documents related to:

  -- a certain intercompany loan agreement, including drafts and
     documents related to its purpose, negotiation and
     preparation;

  -- tax opinions provided in connection with the Intercompany
     Loan Agreement and unlimited liability company structure;
     and

  -- the tax returns for Finance II.

An evidentiary hearing on the Conversion Motion was held on
February 22, 2010, where Aurelius Capital and Columbus Hill
sought to offer into evidence certain documents prepared in
connection with the CCAA proceedings.

After consulting with Aurelius Capital and Columbus Hill, the
Debtors submitted two "Factum of the Applicants" to ensure that
the record is complete.  Copies of the two documents are
available for free at:

              http://bankrupt.com/misc/SmrftFactmA.pdf
              http://bankrupt.com/misc/SmrftFactmB.pdf

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Aurelius Wants $200MM Claim Allowed for Voting
-------------------------------------------------------------
Aurelius Capital Management LP and Columbus Hill Capital
Management, L.P., as managers of certain funds that are
beneficial holders of certain notes, ask the Court to:

  -- temporarily allow an intercompany claim asserting
     $200,677,778 against the estate of Smurfit-Stone Container
     Canada Inc., one of the Debtors for the purpose of voting
     on the Debtors' Chapter 11 Plan of Reorganization;

  -- temporarily allow a wind-up claim in an amount no less than
     $283,283,623 as a claim against the estate of Smurfit-Stone
     Container Enterprises, Inc., one of the Debtors, for the
     purpose of voting to accept or reject the Plan;

  -- classify the Intercompany Claim as a general unsecured
     claim against SSC Canada and the Wind-up Claim as a general
     unsecured claim against SSCE; and

  -- provide authority for Aurelius Capital and Columbus Hill to
     vote the Intercompany Claim and the Wind-up Claim.

Scott D. Cousins, Esq., at Greenberg Traurig LLP, in Wilmington,
Delaware, points out that the Plan is structured to avoid the
voting of intercompany claims, therefore the Intercompany Claim
and the Wind-up Claim are deprived of their voting rights.

Pursuant to the Plan, the Intercompany Claim is classified by
itself in Class 15F and is impaired and deemed to have rejected
the Plan and, accordingly, is not entitled to vote.

The Intercompany Claim's current treatment under the Plan
provides that Finance II, as the holder of the Intercompany
Claim, will not be entitled to receive any distributions on
account of the Intercompany Claim.

Pursuant to the Plan, the Wind-up Claim is classified as an
intercompany claim against SSCE in Class 2F.  Mr. Cousins notes
that the Wind-up Claim's current treatment under the Amended Plan
is somewhat ambiguous but does provide that Finance II, as the
holder of the Wind-up Claim, will receive distributions on
account of the claim if it is allowed.

"The ambiguity in the [Plan] is whether those distributions are
tied to the vote of creditors of two unrelated Debtors," Mr.
Cousins says.

However, under the Plan, unless the Wind-up Claim is allowed
prior to the Voting Deadline, the Wind-up Claim will not have the
right to vote on the Amended Plan.

              Debtors, Committee, and WTC Objects

The Debtors, the Official Committee of Unsecured Creditors, and
Wilmington Trust Company, as indenture trustee for certain notes
that the Debtors issued, point out that Aurelius Capital and
Columbus Hill are not the holders of the Intercompany Claim or
the Wind-up Claim.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, contends that Aurelius Capital and Columbus Hill have
refused the Debtors repeated offers to allow them to pursue the
Intercompany Claim and the Wind-Up Claim on behalf of the Finance
II estate and have not filed a request to seek authority to
assert the claims.

Mr. Conlan argues that it is improper for Aurelius Capital and
Columbus Hill to have the benefits of voting the Intercompany
Claim and the Wind-Up Claim to reject the Plan without having
undertaken the obligation of asserting those disputed claims
against the Debtors.

In order to solve the problem, the Debtors propose that the Court
deem Aurelius Capital's and Columbus Hill's request as an
assertion of the Intercompany Claim and the Wind-up Claim and
schedule a hearing date and objection deadline in advance of the
conclusion of the Confirmation Hearing.

Mr. Conlan says that the Debtors have agreed to an extension of
the Plan voting deadline for Aurelius Capital and Columbus Hill
through the conclusion of the hearing on the allowance of the
Intercompany Claim and the Wind-up Claim.

                Aurelius and Columbus Respond

Mr. Cousins argues that rather than Finance II pursuing the
Intercompany Claim and the Wind-up Claim because they are the
valuable assets, Finance II and the other Debtors, who are
"acting through their clearly conflicted counsel," have decided
that the solution is to shift the burden of pursuing the Claims
unto Aurelius Capital and Columbus Hill.

"This approach is not appropriate and fails to alleviate the
conflicts that make it impossible for Finance II's interests to
be protected absent an independent fiduciary for Finance 11," Mr.
Cousins says.  He notes that "The Intercompany Claim and the
Wind-up Claim belong to Finance II and it is the obligation of
Finance II to pursue them."

Mr. Cousins further asserts that it should not be the burden of
Aurelius Capital and Columbus Hill, who do not have access to the
Debtors' books, records and agents, who do not control Finance
II's privilege, and who lack institutional knowledge, to defend
and then pursue the claims on the merits as contemplated by the
Debtors.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Shareholders Want Recovery; IRS Wants Interest
-------------------------------------------------------------
Various parties have filed objections to confirmation of the
Chapter 11 plan of reorganization for Smurfit-Stone Container
Corp.

Under the Plan, holders of up to $3.1 billion in unsecured
claims against the operating companies are to receive the new
common stock worth up to 71% of their claims.  Secured
creditors owed $969 million are to be paid in full in cash or
new debt.  Secured creditor CIT Group Inc. is to be paid fully
on the $34.9 million it's owed.  Unsecured creditors of the
holding company owed $11.2 million are to receive nothing.
Holders of interests in the holding company won't get anything.

The Debtors are scheduled to present the Plan for confirmation on
April 14.

About 30 holders of Smurfit-Stone common stock object to the Plan
because it extinguishes their equity interests.  They pointed
that:

  * the Debtors' assets exceed their debts;

  * cancellation of the shares is inequitable in that the
    Debtors will not receive a substantial benefit; and

  * the Debtors are fully solvent as evidenced by their ability
    to obtain financing and to continue operations undisturbed.

The Internal Revenue Service objects to the non-payment of
interest for priority tax claims should the Debtors opt to pay
them over time.  The IRS says the rate of interest for unpaid
taxes is 4%, or 6% for certain large corporate underpayments.

The Texas Comptroller of Public Accounts, which holds prepetition
and postpetition tax claims, also complains about the non-payment
of interest for tax claims.  The Comptroller also wants penalties
on any postpetition taxes not paid by the Debtors when due.

Pee Dee Electric Cooperative, Inc., a non-profit electric
Cooperative and provider of electrical services, says that it
should be allowed to set off over $150,000 in capital credits.

Ronal A. Tadel, a retiree, said funds should be allocated for
retirees. Mr. Tadel asked the bankruptcy judge to protect the
Retiree Interests "by allotting adequate funds from Michael
Smurfit to once again bring our pension fund to the fully funded
level so that we are not a burden to any other entity."

                        Plan Supplements

The Debtors submitted to the Court supplements to their Joint
Chapter 11 Plan of Reorganization.  The supplements include:

   -- Management Incentive Plans
      http://bankrupt.com/misc/SmrftRSCCInctvPlns.pdf

   -- Directors and Officers and Creditor Representative of
      Reorganized SSCC
      http://bankrupt.com/misc/SmrftRSCCOffcrs.pdf

   -- Directors and Officers of Reorganized Debtors other than
      Reorganized SSCC
      http://bankrupt.com/misc/SmrftRDbtrsBoard.pdf

   -- Asset Purchase Agreement (Canadian Asset Sale)
      http://bankrupt.com/misc/SmrftCanNewAPA.pdf

   -- Restructuring Transactions
      http://bankrupt.com/misc/SmrftRestTrans.pdf

   -- Exit Facility Documentation
      http://bankrupt.com/misc/SmrftExitFacDoc.pdf

A copy of the Disclosure Statement, filed February 4, 2010, is
available for free at http://bankrupt.com/misc/SmrftLtstDS.pdf

A copy of the Plan, filed February 4, 2010, is available for free
at http://bankrupt.com/misc/SmrftLtstPlan.pdf

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Wins Nod to Pay Arrangers of $650 Mil. Revolver
--------------------------------------------------------------
Smurfit-Stone Container Corp. is seeking to obtain a $1.2 billion
term loan facility and a $650 million revolving credit facility in
order to exit Chapter 11.  The Debtors have entered into
agreements relating to the indemnification and fees and expenses
of the financial institutions who will arrange the exit financing.

At the request of Smurfit-Stone, the Bankruptcy Court has entered
an order authorizing the Debtors to:

  (a) enter into a $650,000,000:

         * Senior Secured ABL Facility Commitment Letter with
           Deutsche Bank AG New York Branch, Deutsche Bank
           Securities Inc., JPMorgan Chase Bank, N.A., J.P.
           Morgan Securities Inc., certain other financial
           institutions that will also act in a capacity as lead
           arrangers and certain other financial institutions;

         * Senior Secured ABL Facility Agent Fee Letter with
           certain of the Agents; and

         * Senior Secured ABL Facility Joint Fee Letter with
           certain of the Agents;

  (b) pay certain fees and expenses set in the terms and
      conditions of, the ABL Facility Commitment Documents,
      provided that Calpine Corrugated LLC will not be
      responsible for any amounts in excess of amounts that are
      allocable to it on an equitable basis.  If Calpine pays
      more than its share, it will have an administrative
      expense claim against the other Debtors for the excess
      amount;

  (c) furnish certain indemnities set in the terms and
      conditions of, the ABL Facility Commitment Documents; and

  (d) file under seal the Agent Fee Letter and the Joint Fee
      Letter.

The Bankruptcy Court has earlier entered a separate order
authorizing Smurfit to enter into an exit term loan facility
engagement and arrangement letter and fee letter with JPMorgan
Chase Bank, N.A., J.P. Morgan Securities, Inc., Deutsche Bank
Securities Inc. and Banc of America Securities LLC, which
constituted the first step in arranging the Debtors' contemplated
$1,200,000,000 Term Loan Facility.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SOLUTIA INC: S&P Downgrades Rating on $1.15 Mil. Loan to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue-
level rating on Solutia Inc.'s $1.15 billion senior secured bank
credit facilities to 'BB-' from 'BB'.  The rating action follows a
$100 million increase in the company's term loan B facility
commitment to $850 million.  S&P also revised its recovery rating
on the facilities to '3' from '2'.  The senior secured facilities
consist of a $300 million revolving credit facility and a
$850 million term loan.  Previously, on March 2, 2010, S&P
assigned a '2' recovery rating and a 'BB' issue-level rating to
the senior secured facilities based on the initial term loan B
commitment of $750 million.

The 'BB-' corporate credit rating on Solutia remains unchanged.
The outlook remains stable.

The '3' recovery ratings on both the revolving credit and term
loan B facility indicate S&P's expectation for a meaningful (50%-
70%) recovery in the event of a payment default.  The company used
proceeds from these facilities primarily to refinance its existing
asset-based lending and term loan B facilities.  The 'BB-' issue
level rating is at the same level as the corporate credit rating
on Solutia.

The 'B+' issue-level rating (one notch below the corporate credit
rating) on Solutia's recent issuance of $300 million senior
unsecured notes due 2020 remains unchanged.  The recovery rating
on the senior unsecured notes is '5', indicating S&P's expectation
of modest (10%-30%) recovery in the event of a payment default.

The issue-level rating on the company's $400 million senior
unsecured notes due November 2017 remains 'B+' (one notch below
the corporate credit rating on the company).  The recovery rating
on these notes remains unchanged at a '5', indicating S&P's
expectation for modest (10%?30%) recovery in the event of a
payment default.

Following the divestiture of the low-margin nylon segment in 2009,
St Louis-based Solutia's operations consist mainly of specialty
businesses.  The company's cost-competitive Saflex segment, which
manufactures PVB interlayers and resins, contributes about 40% of
revenues.  PVB film imparts desired functionalities--such as
enhanced strength, flexibility, and safety--to glass.  The CPFilms
business segment (about 10% of revenues) produces specialty films
for use in windows, optical filters, and flat panel displays.  The
high-margin technical specialties segment (approximately 50% of
revenues) consists of the insoluble sulfur (a vulcanizing agent
for tires), heat-transfer fluids, aviation hydraulic fluids, and
rubber chemicals business.  These businesses result in a revenue
base that is geographically diverse with about 75% of Solutia's
revenue derived from markets overseas.

                           Ratings List

                           Solutia Inc.

Corporate credit rating                           BB-/Stable/--

                          Ratings Lowered

                                                     To     From
                                                     --     ----
   $850 million term loan B due 2017                 BB-    BB
    Recovery rating                                  3      2
   $300 million revolving credit facility due 2015   BB-    BB
    Recovery rating                                  3      2


SPECIALTY PACKAGING: Can Hire Klehr Harrison as Co-Counsel
----------------------------------------------------------
Specialty Packaging Holdings, Inc., et al., sought and obtained
permission from the Hon. Kevin Gross of the U.S. Bankruptcy Court
for the District of Delaware to employ Klehr, Harrison, Harvey,
Branzburg & Ellers LLP, as co-counsel, nunc pro tunc to the
Petition Date.

Klehr Harrison will:

     a. advise the Debtors of their rights, powers and duties as
        debts and debtors-in-possession;

     b. take necessary action to protect and preserve the Debtors'
        estates, including the prosecution of actions on the
        Debtors' behalf, the defense of any actions commenced
        against the Debtors, the negotiation of disputes in which
        the Debtors are involved and the preparation of objections
        to claims filed against the Debtors' estates;

     c. prepare motions, applications, answers, orders, reports
        and papers in connection with the administration of the
        Debtors' estates; and

     d. perform other necessary legal services in connection with
        the Debtors' Chapter 11 cases.

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

        Domenic E. Pacitti, Partner                  $500
        Michael Yurkewicz, Of Counsel                $365
        Jennifer Patone Cook, Associate              $250
        Melissa K. Hughes, Paralegal                 $165

Domenic E. Pacitti, a partner at Klehr Harrison, assures that the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

The Debtors have also filed an application to employ Frost Brown
Todd LLC as bankruptcy counsel.  The Debtors intend Klehr Harrison
to be Delaware co-counsel to the Debtors and to handle matters
that the Debtors may encounter, if any, which cannot be handled by
Frost Brown due to conflicts of interest or alternatively which
can be more efficiently handled by Klehr Harrison.

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


SPECIALTY PACKAGING: Can Hire Michael Musso as CRO
--------------------------------------------------
Specialty Packaging Holdings, Inc., et al., sought and obtained
permission from the Hon. Kevin Gross of the U.S. Bankruptcy Court
for the District of Delaware to employ Michael J. Musso as chief
restructuring officer and interim chief executive officer; Steven
Agran as assistant chief restructuring officer; and Morris-
Anderson & Associates, L.P., to perform crisis management
services, nunc pro tunc to the Petition Date.

MA&A will, among other things:

    a. review and direct the development of the Debtors' financial
       budgets and related borrowing base reporting and
       projections, revenue and cash flow projections and all
       other financial and accounting information, records and
       systems related to the Debtors' operations;

    b. direct the Debtors' operations, including the efforts of
       other professionals in connection with the Debtors'
       financial restructuring, including all sale, refinancing,
       or liquidation activities;

     c. direct negotiations with, and reporting to, the Debtors'
       significant creditors; and

     d. manage the Debtors' sale of business process.

MA&A will be paid based on the hourly rates of its personnel:

       Michael J. Musso           $400
       Steven Agran               $375
       Consultants              $250-$325
       Managing Directors       $325-$450
       Dan Dooley, Principal      $495

Michael J. Musso, MA&A's managing director, 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.
Kurtzman Carson Consultants serves as claims and notice agent.
The meeting of creditors pursuant to Section 341 of the Bankruptcy


SPECIALTY PACKAGING: Gets Final Nod to Obtain DIP Financing
-----------------------------------------------------------
Specialty Packaging Holdings, Inc., et al., sought and obtained
final approval from the Hon. Kevin Gross of the U.S. Bankruptcy
Court for the District of Delaware to obtain postpetition secured
financing from a syndicate of lenders led by Bank of America,
N.A., as administrative agent, and to use the cash collateral.

On January 21, 2010, the Debtors obtained the Court's interim
authorization from the Court to obtain DIP financing and use cash
collateral.  The final hearing on the Debtor's request was held on
February 4, 2010, at 2:00 p.m.

The DIP lenders have committed to provide revolving commitment
amount of (i) up to $1,200,000, with respect to the period prior
to entry of the final financing order; and (ii) $15,400,000, after
the entry of the final financing order.

Domenic E. Pacitti, Esq., at Klehr Yurkewicz, the attorney for the
Debtors, explained that the Debtors need the money to fund their
Chapter 11 cases, pay suppliers and other parties.

The DIP facility will mature six months from the petition date.
The Debtors will pay interest on the DIP facility at a rate per
annum equal to the sum of the Base Rate from time to time in
effect plus the Base Rate Margin (4%).  In the event of default,
the interest rate applicable to each overdue amount will be
increased by 2% per annum.

The DIP liens granted by the Agent include valid, binding,
continuing, enforceable, first priority and fully perfected liens
in all of the collateral; and super-priority, administrative
expense claims.

The DIP lien is subject to a carve-out for U.S. Trustee and Clerk
of Court fees, and up to $175,000 in fees payable to professional
employed in the Debtors' case and fees of the committee in
pursuing actions challenging the DIP Lenders' lien.

The Debtors are required to pay a host of fees to the Agent,
including: (i) non-use fee, which is 0.50% of the Agent's Pro Rata
Share of the unused amount of the revolving commitment amount;
(ii) facility fee of 0.50% of $2,500,000 of the revolving
commitment amount, or $12,500; (iii)  an exit fee of 1.50% of
$2,500,00 of the revolving amount, or $37,500; and (iv) an agent's
fees, which are mutually agreed to from time to time between the
Company and the Agent.

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

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

Mr. Pacitti said that the Debtors will also use the cash
collateral to provide additional liquidity.  The Debtors will use
the collateral pursuant to a weekly budget, a copy of which is
available for free at:

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

In exchange for using the cash collateral, the Debtors will grant
the pre-petition agent (BofA) adequate protection liens against
and in all presently owned and hereafter acquired property,
assets, and rights; and super-priority claims that will be
subordinated only to the DIP liens and the carve-out amount.

The Agent is represented by Mayer Brown LLP.

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


SPRINT NEXTEL: Panel Sets 2010 Objectives as Free Cash Flow
-----------------------------------------------------------
The Compensation Committee of the Board of Directors of Sprint
Nextel Corporation established the 2010 objectives as free cash
flow and net service revenue, weighted equally.

According to the Troubled Company Reporter on Marc 8, 2010,
the Compensation Committee set the performance objectives and
other terms of the Company's 2010 Short-Term Incentive Plan for
officers and other eligible employees of the Company.

The Compensation Committee has established two six-month
performance periods. The first period is from January 1, 2010,
through June 30, 2010, and the second is from July 1, 2010,
through December 31, 2010.  Each performance period has discrete
performance objectives, and employees must be employed on
December 31, 2010, in order to be eligible to receive compensation
for both periods.

The 2010 STI Plan provides for a payment of incentive compensation
to officers and other eligible employees based on the achievement
of the following specified performance objectives during the
first-half of 2010: adjusted OIBDA, weighted at 25%; a measure of
retention of the company's post-paid wireless subscribers, which
the company refers to as post-paid churn, weighted at 20%; net
service revenue, weighted at 45%; and its subscribers on
Clearwire's 4G network, which we call 4G subscribers, weighted at
10%.  The Compensation Committee did not yet set performance
objectives for the second-half of 2010.

Each of the performance objectives will have a threshold, target
and maximum level of payment opportunity.  The maximum payment
opportunity is equal to 200% of the individual's target
opportunity.  The award payment under the 2010 STI Plan will be
determined based on the Company's results using three
variables:

   * the individual's annual incentive target opportunity, which
     is based on a percentage of the individual's base salary;

   * the Compensation Committee's assessment and certification of
     Company performance compared with each of the above-
     referenced performance objectives; and

   * relative weightings for each performance objective.

The determination of payments for certain executive officers will
be made so as to comply with Section 162(m) of the
Internal Revenue Code.

Mr. Hesse's employment agreement provides for a target opportunity
under the short-term incentive plan of not less than 170% of base
salary -- or $2,040,000 for 2010 -- with actual payouts under the
2010 STI Plan limited to 200% of his targeted opportunity.  Mr.
Brust's employment agreement provides for a target opportunity
under the STI Plan of not less than 130% of base salary -- or
$1,300,000 for 2010.  Mr. Cowan's employment agreement provides
for a target opportunity under STI Plan of not less than 125% of
base salary -- or $906,250 for 2010. Mr. Elfman's employment
agreement provides for a target opportunity under STI Plan of not
less than 125% of base salary == or $812,500 for 2010. Mr.
Robert L. Johnson's employment agreement provides for a target
opportunity under the STI Plan of not less than 100% of base
salary -- or $460,000 for 2010.

The actual incentive amounts paid under the 2010 STI Plan will be
based on the Company's actual results during 2010 in relation to
the established performance objectives, and these payments may be
greater or less than the target amounts that have been
established.

      Long-Term Incentive Compensation Plan for Mr. Brust

On February 25, 2010, the Compensation Committee granted the 2010
awards for Mr. Brust under the Company's 2010 Long-Term Incentive
Plan.  The Compensation Committee has not yet set any of the terms
of the 2010 LTI Plan with respect to any other officers or other
eligible employees of the Company.

Pursuant to the terms of his amended employment agreement, dated
December 22, 2009, Mr. Brust's 2010 LTI Plan target opportunity of
$3 million is allocated equally in value in stock options and
restricted stock units all of which will vest on May 1, 2012,
subject to compliance with non-compete and non-solicitation
covenants under his employment agreement.  The number of stock
options granted is based on the value of each option determined
using the Black-Scholes valuation model.  The number of restricted
share units awarded is based on the 30-day average trading price
of the Company's common stock.

The stock option grants and restricted stock unit awards, as
applicable, will be made pursuant to the Company's 2007 Omnibus
Incentive Plan.

                         Special Payment

On Feb. 25, 2010, the Compensation Committee also approved a lump-
sum payment to Mr. Elfman in the amount of $300,000 related to his
successful leadership of the Ericsson transaction, which was
completed in 2009.

                        About Sprint Nextel

Overland Park, Kansas-based Sprint Nextel Corporation --
http://www.sprint.com/-- offers a comprehensive range of wireless
and wireline communications services bringing the freedom of
mobility to consumers, businesses and government users. Sprint
Nextel is widely recognized for developing, engineering and
deploying innovative technologies, including two wireless networks
serving more than 48 million customers at the end of the third
quarter of 2009 and the first and only 4G service from a national
carrier in the United States; industry-leading mobile data
services; instant national and international push-to-talk
capabilities; and a global Tier 1 Internet backbone.

As of September 30, 2009, the company had $55.648 billion in total
assets against $37.414 billion in total liabilities. As of
September 30, 2009, the company had $5.9 billion in cash, cash
equivalents and short-term investments and $1.6 billion in
borrowing capacity available under its revolving bank credit
facility, for total liquidity of $7.5 billion.

                              *   *   *

Sprint Nextel carries Moody's Investors Service's Ba1 corporate
family rating and Standard & Poor's Ratings Services' BB issuer
credit rating.


SQUARETWO FINANCIAL: Moody's Assigns 'B2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a first time B2 Corporate
Family Rating to SquareTwo Financial Corporation.  Concurrently,
Moody's assigned a B2 Senior Secured rating to SquareTwo's
proposed $300 million Senior Secured Second Lien notes.  The
outlook for the ratings is stable.

SquareTwo's ratings incorporate several credit weaknesses
including the monoline nature of the company's operations, its
relatively weak financial position, dependence on secured funding,
vulnerability to model risk in cash flow forecasting and portfolio
valuation, and rapid growth in recent years.  However, Moody's
also notes the company's extensive track record and unique
franchise-based collections network in the fragmented charged-off
credit card collections industry.

The company is relatively highly leveraged and has significant
negative tangible net worth, which constrains its financial
flexibility," said Moody's Vice President and Senior Analyst Curt
Beaudouin.  "However, SquareTwo's network of attorney-owned
franchises has proven to be an efficient collections model for the
company"

The monoline nature of SquareTwo's operations presents an
important constraint on the ratings.  The purchased accounts
receivable business is highly sensitive to macroeconomic forces
and current collections environment remains challenging due to
continued high unemployment and financially stressed U.S.
consumers.  These factors, in combination with the company's
relatively weak financial position, create significant constraints
on SquareTwo's financial flexibility (although the extended
maturity profile of the company's debt after this note issuance
partially mitigates liquidity-related concerns).

SquareTwo's business is also subject to model risk regarding cash
flow forecasting and portfolio valuation in the absence of readily
obtainable market values.  For example, lower than forecast
collections cause impairment charges, which reduce earnings and
capital formation and cause earnings volatility.  Rapid growth,
similar to that experienced by SquareTwo in 2005-2008, exacerbates
impairment risk.  Also, although well managed to date, the company
faces event risk regarding litigation and/or legislative action.

Moody's recognizes that the nationwide franchise-based collections
model, built up over the company's 16 year history, has
contributed to SquareTwo's development into one of the leading
players in the charged off consumer debt management business.
Moody's also takes favorable note of SquareTwo's experienced
management team, although a number of members of senior management
have limited tenure at the company.

The rating for the Senior Secured Notes is the same as the
Corporate Family Rating.  This reflects the fact that the notes
comprise the preponderance of the company's capital structure, as
well as the strong asset coverage enjoyed by the company's Senior
Secured First Lien debt (represented by a revolving credit
facility).

The rating outlook is stable, reflecting Moody's expectations that
the company will continue to exhibit satisfactory performance.

SquareTwo Financial Corporation is a purchaser of charged off
credit card and other consumer debt receivables which pursues
collections via a network of franchises.  The company is
headquartered in Denver, CO.


SQUARETWO FINANCIAL: S&P Assigns 'B' Counterparty Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B'
counterparty credit rating to SquareTwo Financial Corp.  The
outlook is stable.

At the same time, S&P assigned a 'B' rating to the company's
proposed issuance of $300 million in senior secured second-lien
notes with a recovery rating of '4'.  The rating on these notes is
subject to a satisfactory review of the final documentation.

"S&P's ratings on SquareTwo reflect the company's modest earnings,
negative tangible equity, concentrated business model, and
reliance on third parties for regulatory compliance," said
Standard & Poor's credit analyst Brendan Browne.

The company's market position as one of the largest buyers of
"fresh" credit card receivables and the efficiencies created by
its franchise model are positive rating factors.  Favorable market
conditions for purchasing credit card receivables and an improving
economy also offer ratings support.

The stable outlook assumes earnings and collections increase
moderately amid attractive market conditions for purchases,
reflecting S&P's expectation for a modest improvement in the U.S.
economy.


STARPOINTE ADERRA: Can Sell Condominium Unit 2083 for $288,000
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Starpointe Aderra Condominiums Limited Partnership to sell its
condominium unit 2083 to Cindy and David Price for $288,252.

The sale of unit 2083 will result in net proceeds after costs of
sale of $271,410, which sum will be paid to CCS Arizona II, LLC, a
secured creditor, at closing.

The Court also approved the payment of a 3% brokerage fee at
closing of each transaction to Starpointe Marketing Concepts, LLC,
the Debtor's broker to market the sale of its condominium units.

Scottsdale, Arizona-based Starpointe Aderra Condominiums Limited
Partnership is an upscale community of 312 homes in 13 three-
storey buildings.  The Company filed for Chapter 11 bankruptcy
protection on December 29, 2009 (Bankr. D. Ariz. Case No. 09-
33625).  Warren J. Stapleton, Esq., at Osborn Maledon, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


STRATUS TECHNOLOGIES: Moody's Assigns 'B3' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service assigned to Stratus Technologies Bermuda
Ltd. a Corporate Family Rating of B3 and Probability of Default
Rating of B3.  Concurrently, Moody's assigned a B2 rating to
Stratus Technologies' proposed $215 million Senior Secured Notes
due 2015 offering.  The rating outlook is stable.

The ratings were assigned in connection with Stratus Technologies'
proposed debt issuance which will be used to retire its existing
1st lien term loan and revolving credit facility.  The senior
notes are secured by substantially all assets of the company and
its guarantor subsidiaries.  The company will also use excess cash
to pay down its 2nd lien term loan to $77 million from
$102 million, and whose maturity date will be extended to June
2015 with a paid-in-kind interest rate of 9% pursuant to the notes
transaction.  The assigned ratings are subject to review of final
documentation and no material change in the terms and conditions
of the transaction as advised to Moody's.

The B3 corporate family rating reflects Stratus Technologies's
small scale and the challenges associated with the product
transition from the declining legacy Continuum servers to the
ftServer lines, which have yet to gain the traction originally
anticipated, and the newer Avance software product, which
currently accounts for an insignificant piece of total sales
($128 thousand for the nine months ended November 22, 2009).
Moody's believe the high availability server market is extremely
competitive with principal competitors having far greater
resources (e.g., IBM, Hewlett-Packard, Dell and NEC) to adapt to a
rapidly-evolving IT landscape.  In addition, the rating is
constrained by relatively high leverage (adjusted Debt to EBITDA
of 6.1 times which could grow as a result of PIK interest
accretion on the 2nd lien term loan).

At the same time, the B3 rating is supported by the company's
recurring services revenue stream (more than two-thirds of total
revenues) arising from the high attach rates on server sales and
maintenance renewal rates which have exceeded 90% over the last
several years.  The strong customer retention from its blue chip
customer base reinforces the critical nature of the company's
continuous availability solutions on mission-critical
applications, which has helped the company maintain steady
profitability (adjusted EBITDA) despite the economic recession and
sharp declines in product revenues.

The B2 rating on the proposed senior secured notes is one notch
higher than the company's CFR, which reflects the senior position
of the secured notes in the Company's pro forma capital structure
and the protection provided by the indenture's collateral package.

The stable outlook reflects Moody's expectation that Stratus will
continue to generate consistent EBITDA levels and modest free cash
flow while achieving revenue growth in the ftServer line and
Avance software business as the economy slowly recovers in 2010.

These ratings/assessments were assigned:

* Corporate Family Rating -- B3
* Probability of Default Rating -- B3
* $215 Million Senior Secured Notes due 2015 -- B2 (LGD-3, 37%)

With U.S headquarters in Maynard, Massachusetts, Stratus
Technologies is a provider of fault-tolerant server products and
related services for mission-critical applications.  Principal
shareholders include Investcorp International, Inc., MidOcean
Partners, and Intel Capital.  Revenue for the twelve months ended
November 22, 2009, was $213 million.


TITLEMAX HOLDINGS: Full-Payment Plan Set for April 12 Hearing
-------------------------------------------------------------
Carla Main at Bloomberg News reports that Titlemax Holdings LLC is
scheduled to present its Chapter 11 plan for approval at a
confirmation hearing on April 12.

According to the report, the Plan promises to pay all creditors in
full.  Secured lender Merrill Lynch Mortgage Capital Inc., owed
$149.5 million, will be paid off with a new, two-year note.
Subordinated noteholders owed $4.7 million will receive new notes.
General unsecured creditors with $2.5 million in claims likewise
will be paid in full, with interest.

Savannah, Georgia-based Titlemax Holdings LLC dba TitleMax,
TitleBucks, US TitlePawn, American Title, and CheckMax is a
Closely held title-lending company with about 550 locations in
seven states -- Georgia, South Carolina, Tennessee, Mississippi,
Missouri, Virginia and Illinois.  It holds customers' vehicle
titles in exchange for cash.  The Company was founded in 1998 and
has 1,800 employees.  The Company and its affiliates filed for
Chapter 11 protection on April 20, 2009 (Bankr. S. D. Ga. Lead
Case No. 09-40805).  DLA Piper LLP represents the Debtors in its
restructuring efforts.  The U.S. Trustee for Region 21 appointed
seven creditors to serve on the official committee of unsecured
creditors.  Titlemax has assets and debts both ranging from
$100 million to $500 million.


TLC VISION: Wins Approval of Disclosure Statement
-------------------------------------------------
Dawn McCarty reports that TLC Vision Corp. is sending its
reorganization plan to creditors for voting after it received
approval of the explanatory disclosure statement.

As reported by the TCR on Feb. 22, 2010, the Plan provides for the
distribution of the proceeds derived from the sale of the Debtors'
assets.  Holders of secured will receive full payment.  Holders of
general unsecured claims will also be paid in full -- 90% in cash,
and the remaining 10% through a note.  In the original iteration
of the Plan, holders of general unsecured claims against TLC USA
were to recovery only recover 10%.

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

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

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

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.


TOPSPIN MEDICAL: Kost Forer Raises Going Concern Doubt
------------------------------------------------------
On March 23, 2010, Topspin Medical, Inc., filed its annual report
on Form 10-K for the year ended December 31, 2009.

Kost Forer Gabbay & Kasierer, in Tel Aviv, Israel, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that in the last
quarter of 2008, the Company terminated the employment of most of
its employees and suspended its operational activities and that,
in addition, the Company has incurred losses in the amount of
NIS 1,676,000 during the year ended December 31, 2009, and has an
accumulated deficit in the amount of NIS 182,117,000 as of that
date.

The Company reported a net loss of NIS 1,676,000 (roughly
US$426,181) for the year ended December 31, 2009, compared to a
net loss of NIS 20,150,000 (roughly US$5,616,255) in 2008.  The
Company did not have any revenues in 2009 or 2008.

The Company's balance sheet as of December 31, 2009, showed
NIS 1,312,000 in assets and NIS 2,488,000 of debts, for a
stockholders' deficit of NIS 1,176,000.

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

                http://researcharchives.com/t/s?5c18

Based in Givataim, Israel, TopSpin Medical, Inc. was until
October 2008, when activities were suspended due to financial
considerations, engaged through its wholly-owned Israeli
subsidiary, TopSpin Medical (Israel) Ltd., in the design,
research, development and manufacture of imaging devices that
utilize MRI technology by means of miniature probes for various
body organs.


TRUMP ENTERTAINMENT: Court to Decide on Exit Plan by Mid-April
--------------------------------------------------------------
Dow Jones Daily Bankruptcy Review says the U.S. Bankruptcy Court
for the District of New Jersey will decide by mid-April who gets
Trump Entertainment Resorts Inc. -- Carl Icahn or bondholders led
by Avenue Capital Management.

A contested confirmation hearing to determine who will end up
owning Trump Entertainment's casinos began February 23.  The
company and holders of 8.5% senior notes are proponents of one
plan.  Carl Icahn and Beal Bank, holders of prepetition secured
claims, are proponents of the other.

The Troubled Company Reporter, citing Steven Church at Bloomberg
reports, said on March 12, 2010, that lawyers for Icahn indicated
at the last day of the two-week confirmation hearing that the
bankruptcy court should confirm the Icahn plan because it is
superior to the bondholder-backed plan of Donald Trump.

According to Bloomberg, Jeffrey Jonas, lawyer for Mr. Icahn, said
the noteholder plan is based on faulty revenue projections and
will leave the Company with new financial problems within a few
years.  Under Icahn's plan the company would exit bankruptcy
without any debt.

Bloomberg said Trump Entertainment balked at the Icahn plan,
noting that it gives up everything to Icahn and the secured
lenders, while noteholders owed $1.2 billion would be wiped out.

Under the plan proposed by the Beal Bank and Icahn Partners, dated
January 5, 2010, second lien lenders owed $1.25 billion and
general unsecured claim, who are out-of-the money would
conditionally receive a $14 million cash as "gift" from the
secured lenders.  Under the plan, majority of the first lien debt
will be converted to 62.971% of the equity in the reorganized
Debtors.  The remaining 33.326% will be available for sale to
second lien noteholders in a $225 million rights offering.  Mr.
Icahn has bought 51% of Beal's $485 million first lien secured
claim and holds $154.9 million of the second lien claims.  Mr.
Icahn already has an existing controlling stake in the Tropicana
Atlantic City Hotel & Casino, one of the Debtors' largest
competitors.

Under the plan proposed by the Ad hoc committee of holders of
second lien notes, the noteholders and unsecured creditors will
recover just under 1% in the form of stock (5% of the stock of the
reorganized Debtor is allocated for distribution) or in cash.
They would also have rights to acquire 70% of the new common
stock.  The second lien noteholders committee is backstopping the
$225 million rights offering.  Secured lenders and Mr. Icahn will
be paid in full by paying Mr. Icahn $125 million in rights
offering proceeds, 100% of net sale proceeds from any sale of the
Trump Marina and new debt.

Mr. Trump and the bondholders have offered to put up $225 million
in fresh cash and new loans.  Mr. Icahn and Beal Bank are ready to
provide $488 million in secured loans.

A full-text copy of the disclosure statement explaining Beal &
Icahn's plan is available for free at:

   http://bankrupt.com/misc/TrumpEntertainment_5thABealDS.pdf

A full-text copy of the disclosure statement explaining the
Noteholders' and Debtors' plan is available for free at:

   http://bankrupt.com/misc/Trump_6thANoteholdersDS.pdf

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's


TRUVO SUBSIDIARY: Gets Consent to Commence Debt Restructuring
-------------------------------------------------------------
Elliott Associates, L.P., said that it welcomes the announcement
by Truvo Subsidiary Corp. that it has obtained consent under the
Senior Facilities Agreement to commence debt restructuring
negotiations with holders of its notes.

Elliott holds 32% of the Notes and also holds a significant
position in Truvo's Senior loans and is a significant holder of
credit default swap protection referencing Truvo Subsidiary Corp.
Elliott's positions in Truvo are subject to change without notice.

                           About Elliott

Elliott's two funds, Elliott Associates, L.P. and Elliott
International, L.P., together have more than $16 billion of assets
under management.  The funds' investors include institutions,
foundations, endowments, pensions, high net worth individuals, and
family offices.  The 33-year-old trading firm is one of the oldest
of its kind under continuous management.

                       About Truvo Subsidiary

Truvo Intermediate Corp., the parent of Truvo Subsidiary Corp.,
is, through its subsidiaries, the leading directory publisher in
Belgium, Ireland and Romania.  Through its joint venture with
Portugal Telecom, the company is the leading directory publisher
in Portugal and, through its minority interests, holds leading
positions in the directory markets in South Africa and Puerto
Rico.  In 2008, the group generated consolidated revenues of
EUR318.5 million and EBITDA of EUR159.9 million under IFRS.

                           *     *     *

As reported in the Troubled Company Reporter on December 18, 2009,
Moody's Investors Service downgraded the Corporate Family Rating
of Truvo Subsidiary Corp to Caa3 from Caa2, and its Probability of
Default Rating to Caa2 from Caa1.  At the same time, Moody's
downgraded to Ca from Caa3 the ratings of the EUR395 million and
US$200 million senior notes due 2014 issued by Truvo.  The outlook
for all the ratings is negative.  The
downgrade reflects Moody's concerns about the group's challenging
operating environment and the resulting continuing impact on its
financial risk profile, together with the decreased recovery
prospects for debt holders in the case of distress.


UAL CORP: Invests on 50 Widebody Aircraft to Reduce Costs
---------------------------------------------------------
United Air Lines, Inc., has formalized a commitment originally
announced in December 2009, signing a firm order for 25 A350-900
XWB aircraft, the newest twin-engine widebody from Airbus.  The
aircraft will be powered by Rolls-Royce Trent XWB engines.
Deliveries of the aircraft will begin in 2016 and run through
2019.

"This is the latest chapter in a very strong relationship that has
spanned two decades," said John Leahy, Airbus Chief Operating
Officer - Customers.  "From the delivery of the first United A320
in November 1993 to today, Airbus and United have worked together
successfully to weather challenging market periods.  It's a true
testament to what the A350 XWB has to offer that one of the
largest airlines in the world has selected it to be an
instrumental part of their future."

"With this order we are investing in United's future, gaining a
widebody aircraft that will help us reduce operating costs while
still providing state-of-the-art comfort to our customers," said
John Tague, President of United Airlines.  "The A350 XWB will also
help us reduce fuel burn and our overall environmental footprint
in comparison to older technology aircraft."

Mark King, President - Civil Aerospace, Rolls-Royce, added: "This
represents a significant endorsement of our Trent XWB technology
and its operational advantage.  We are delighted that United
Airlines has put its trust in the long-term performance advantages
of Trent technology and TotalCare(R)."

The A350 XWB is a new family of mid-size widebody airliners.  The
highly efficient aircraft brings together the latest in
aerodynamics, design and advanced technologies to provide a 25-
percent step-change in fuel efficiency compared to current
aircraft in the same size category.  The A350 XWB airframe will
have 53 percent composite materials, lightening the weight thereby
maximizing fuel economy.  Featuring an entirely new, very quiet,
cabin with extra space and comfort, passengers will enjoy more
headroom, wide panoramic windows and more overhead storage area.

The three passenger versions have true long-range capability and
flexibility.  The A350-800 will fly 270 passengers in a three-
class configuration 8300 nautical miles.  The 314-seat A350-900
and 350-seat A350-1000 will offer similar long-range performance.

The order book for the aircraft type now stands at 530 aircraft.
Final assembly of the first aircraft is anticipated in 2011, with
the first delivery (of an A350-900) scheduled for 2013.

                  Twenty Five 787-8 Jetliners

Boeing [NYSE: BA] and United Air Lines, Inc. [Nasdaq: UAUA] said
at the end of February that they have finalized an order for 25
787-8 jetliners.  The agreement includes the opportunity to
purchase another 50 Dreamliners.

"Boeing and United Airlines share an 80-year partnership," said
Jim Albaugh, president and CEO of Boeing Commercial Airplanes.
"United, which launched the Boeing 777, now begins a new chapter
with the 787 Dreamliner, the most technologically advanced
commercial jetliner ever built."

The order is valued at $4.2 billion at average list prices.

"United's Boeing 787 order represents a substantial investment in
our future and will enhance the significant progress we are making
in improving the global competitiveness of our company while
providing the opportunity to open new profitable markets and serve
a broader range of international destinations," said John Tague,
president of United Airlines.

United expects to take delivery of the 787s at the same time it
will begin to retire its Boeing 747s and 767s operating on
international routes.

The 787 Dreamliner, currently in flight test, will provide greater
fuel efficiency, allowing airlines to add new, nonstop city pairs
and the additional frequencies that passengers prefer.

The 787 also promises a more comfortable flying experience for
passengers.  Its innovations include a new interior environment
with improvements in air filtration, higher cabin pressurization
resulting in reduced physical fatigue, larger windows, more
stowage space, improved lighting and other passenger-preferred
conveniences.

The technologically advanced 787 will also provide airlines with
up to 45 percent more cargo revenue capacity.  Including United
Airlines, 57 customers around the world have ordered 876
Dreamliners, making the 787 the fastest-selling new commercial
jetliner in history.


                    Aircraft to be Delivered
                      Between 2016 and 2019

UAL Corp. Executive Vice President and Chief Financial Officer
Kathryn Mikells told the Securities and Exchange Commission on
February 25, 2010 and March 11, 2010, that the 25 Boeing 787-8
Dreamliner aircraft and 25 Airbus A350 XWB aircraft are expected
to be delivered between 2016 and 2019.

After giving effect to these orders, United has total capital
commitments, both aircraft and non-aircraft related, of about
$8.0 billion, of which about $0.2 billion, $0.2 billion,
$0.1 billion, $0.1 billion, $0.1 billion and $7.3 billion are due
in 2010, 2011, 2012, 2013, 2014 and thereafter, Ms. Mikells
discloses.  Any incremental firm aircraft orders will increase
United's total future capital commitments, she notes.

Ms. Mikells states that the Boeing and Airbus aircraft order is
part of United's international fleet replacement program which
provides for retirement of its international Boeing 747s and 767s
between 2016 and 2019.  United estimates that it will reduce its
fuel costs and carbon emissions from the 25 Boeing 787-8
Dreamliner aircraft and 25 Airbus A350 XWB aircraft combined by
about 33% compared with the aircraft they will replace.  In
addition, United expects average lifetime maintenance costs for
the 25 Boeing aircraft and 25 Airbus aircraft combined to be
approximately 40% lower per available seat mile compared with the
aircraft they will replace.  The new aircraft will also enable
service to a broader range of international destinations while
providing customers with state-of-the-art cabin comfort, she
maintains.

                       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: Reports February 2010 Traffic Results
-----------------------------------------------
United Air Lines, Inc., reported its preliminary consolidated
traffic results for February 2010.  Total consolidated revenue
passenger miles (RPMs) increased in February by 2.1% on a decrease
of 5.3% in available seat miles (ASMs) compared with the same
period in 2009.  This resulted in a reported February consolidated
passenger load factor of 78.7%, an increase of 5.7 points compared
to 2009.

For February 2010, consolidated passenger revenue per available
seat mile (PRASM) is estimated to have increased 17.0% to 19.0%
year over year.  Consolidated PRASM is estimated to have increased
3.8% to 5.8% for February 2010 compared to February 2008,
2.9 percentage points of which was due to growth in ancillary
revenues.

The company estimates that weather related cancellations in
February from the severe storms that affected the East coast
reduced February revenue by approximately $40 million.  In
addition, the company estimates a benefit to PRASM of
approximately 1.5 points from storm-related reductions in ASMs and
the impact of the Lufthansa strike on trans-Atlantic loads.

Storm-related cancellations accounted for 3.5 percentage points of
the 5.3% year-over-year decline in consolidated ASMs for the month
of February, and are expected to reduce consolidated ASMs for the
first quarter 2010 by approximately 1.0 percentage point.

United reported a U.S. Department of Transportation on-time
arrival rate of 79.5% in February.

Average February 2010 mainline fuel price, including gains or
losses on settled fuel hedges and excluding non-cash, mark-to-
market fuel hedge gains and losses, is estimated to be $2.25 per
gallon.  Including non-cash, mark-to-market fuel hedge gains and
losses, the estimated fuel price is $1.64 per gallon for the
month.

                            2010        2009   Percent
                            Feb.        Feb.    Change
                           -----       -----   -------
Revenue passenger miles ('000)
North America           3,929,502   4,084,182     (3.8%)
Pacific                 1,518,158   1,405,668      8.0%
Atlantic                1,012,424     975,398      3.8%

Latin America             259,552     286,069     (9.3%)
Total International     2,790,134   2,667,135      4.6%
Total Mainline          6,719,636   6,751,317     (0.5%)
Regional Affiliates     1,098,381     908,220     20.9%
Total Consolidated      7,818,017   7,659,537      2.1%

Available seat miles ('000)
North America           4,859,647   5,295,138     (8.2%)
Pacific                 1,869,166   2,027,931     (7.8%)
Atlantic                1,413,483   1,491,646     (5.2%)
Latin America             317,984     400,813    (20.7%)
Total International     3,600,633   3,920,390     (8.2%)
Total Mainline          8,460,280   9,215,528     (8.2%)
Regional Affiliates     1,470,262   1,275,545     15.3%
Total Consolidated      9,930,542  10,491,073     (5.3%)

Load factor
North America               80.9%       77.1%   3.8 pts
Pacific                     81.2%       69.3%  11.9 pts
Atlantic                    71.6%       65.4%   6.2 pts
Latin America               81.6%       71.4%  10.2 pts
Total International         77.5%       68.0%   9.5 pts
Total Mainline              79.4%       73.3%   6.1 pts
Regional Affiliates         74.7%       71.2%   3.5 pts
Total Consolidated          78.7%       73.0%   5.7 pts

Revenue passengers boarded ('000)
Mainline                    3,721       3,968     (6.2%)
Regional Affiliates         1,939       1,714     13.1%
Total Consolidated          5,660       5,682     (0.4%)

Cargo ton miles (000)
Freight                   130,545      89,891     45.2%
Mail                       14,890      17,182    (13.3%)
Total Mainline            145,435     107,073     35.8%

Pursuant to SEC Regulation G, the Company has included the
following reconciliation of reported non-GAAP financial measures
to comparable financial measures reported on a GAAP basis.  Since
the Company does not apply cash flow hedge accounting, the Company
believes that the net fuel hedge adjustments provide management
and investors with a better perspective of its performance and
comparison to its peers because the adjustments reflect the
economic fuel cost during the periods presented and many of our
peers apply cash flow hedge accounting.

                                                  February 2010
                                                  -------------
Mainline fuel price per gallon excluding
non-cash, net mark-to-market gains and losses            $2.25

Add: Non-cash, net mark to market
(gains) and losses per gallon                            (0.61)

Mainline fuel price per gallon                             1.64

                       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.


US FIDELIS: Sec. 341 Meeting Scheduled for April 5
--------------------------------------------------
Nancy J. Gargula, the U.S. Trustee for the Eastern District of
Missouri, will convene a meeting of creditors of US Fidelis, Inc.,
on April 5, 2010, at 2:00 p.m.  The meeting will be held at the
Office of the United States Trustee, Thomas F. Eagleton U.S.
Courthouse, 111 South Tenth Street, Twenty-second Floor, Room
22.304, in St. Louis, Missouri.

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

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

Wentzville, Missouri-based US Fidelis, Inc., is a marketer of
vehicle service contracts developed by independent and unrelated
companies.  The Company filed for Chapter 11 bankruptcy protection
on March 1, 2010 (Bankr. E.D. Mo. Case No. 10-41902).  Robert E.
Eggmann, Esq., at Lathrop & Gage, assists the Company in its
restructuring effort.  According to the schedules, the Company has
assets of $74,386,836, and total debts of $25,770,655.


US FIDELIS: U.S. Trustee Names 4-Member Creditors' Panel
--------------------------------------------------------
Nancy J. Gargula, the U.S. Trustee for the Eastern District of
Missouri, appointed four members to the official committee of
unsecured creditors in the bankruptcy case of US Fidelis Inc.,
pursuant to 11 U.S.C. Section 1102(a):

     -- Capital Assurance Risk Retention Group
        (CARRG), In Receivership
        Attn: Douglas A. Hartz as Deputy Receiver
        4353 Tuller Road, Bldg. L
        Dublin, OH 43017

     -- Coleman Consulting
        Attn: Frank Pereira, VP
        1101 Fifth Street, Suite 345
        San Rafael, CA 94901

     -- Ashcroft Law Firm
        Attn: James Pierce
        13321 N. Outer 40, Suite 300
        St. Louis, MO 63017
        Rhoderick Beery, III
        6415 Winding Ridge Circle
        Lincoln, NE 68512

Wentzville, Missouri-based US Fidelis, Inc., is a marketer of
vehicle service contracts developed by independent and unrelated
companies.  The Company filed for Chapter 11 bankruptcy protection
on March 1, 2010 (Bankr. E.D. Mo. Case No. 10-41902).  Robert E.
Eggmann, Esq., at Lathrop & Gage, assists the Company in its
restructuring effort.  According to the schedules, the Company has
assets of $74,386,836, and total debts of $25,770,655.


VAUGHAN COMPANY: Founder Faces SEC Fraud Charges
------------------------------------------------
The Securities and Exchange Commission has filed fraud charges
against a New Mexico realtor and obtained an emergency court order
to halt his $80 million Ponzi scheme.

The SEC's complaint, filed in federal court in Albuquerque,
alleges that Douglas F. Vaughan through his company -- The Vaughan
Company Realtors -- issued promissory notes that he claimed would
generate high fixed returns for investors.  Mr. Vaughan also used
another entity -- Vaughan Capital LLC -- to solicit investors for
different types of real estate-related investments, such as buying
residential properties at distressed prices.  Mr. Vaughan relied
entirely on new money raised from investors through both companies
to fund Vaughan Company's ever-increasing obligations to note
holders.

The SEC also charged both of Mr. Vaughan's companies in the
enforcement action.  Neither Mr. Vaughan nor his companies are
registered with the SEC to offer securities under the federal
securities laws.

"Vaughan exploited his prominence in the Albuquerque business
community to add legitimacy to his scheme and lure investors,"
said Donald M. Hoerl, Director of the SEC's Denver Regional
Office.  "When the scheme unraveled, Vaughan hid behind the
economic downturn and blamed the poor real estate market for his
demise."

The Honorable M. Christina Armijo for the U.S. District Court for
the District of New Mexico on Tuesday evening granted the SEC's
request for a temporary restraining order and asset freeze against
Mr. Vaughan and his companies.

According to the SEC's complaint, Mr. Vaughan defrauded
approximately 600 investors, promising them high, fixed interest
payments ranging from 10% to 25% over one to three years.  He
misrepresented that the aggregate principal on the Vaughan Company
notes would not exceed a certain limit.  Mr. Vaughan falsely
claimed that the notes were "secured" by certain real estate and
his personal wealth, and that Vaughan Company used investor funds
to generate profits well in excess of its obligations on the
notes.

The SEC's complaint alleges that Mr. Vaughan's failing business
accumulated losses totaling more than $61 million, and the
$80 million in principal owed to investors is 20 times the claimed
equity in the properties that were to secure the notes.  The SEC
also alleges that Mr. Vaughan's net worth, which was supposed to
provide protection to investors, is negative in value.  In direct
violation of promises made, Mr. Vaughan transferred almost all of
the money he raised from Vaughan Capital investors to Vaughan
Company's operating account.  He then used those funds to cover
Vaughan Company's obligations to promissory note holders and its
ordinary business costs.

The SEC's complaint charges the defendants with violating the
securities registration and antifraud provisions of the federal
securities laws, and charges Mr. Vaughan and Vaughan Company with
acting as an unregistered broker-dealer.  The complaint seeks
permanent injunctions, disgorgement of ill-gotten gains and
financial penalties.

The SEC's investigation is ongoing.


VERIZON COMMS: S&P Puts Rating on New Comms. Sr. Unsec. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its issue-
level and recovery ratings to the proposed senior unsecured notes
due 2017 and 2020, to be issued by New Communications Holdings
Inc., a subsidiary of Verizon Communications Inc. (A/Negative/A-1)
but which will ultimately be merged into Stamford, Conn.-based
Frontier Communications Corp. (BB/Stable/--).  S&P rated the notes
'BB' (the same as the corporate credit rating on Frontier and
based entirely upon Frontier's credit quality pro forma for the
transaction).  S&P has also assigned the notes a recovery rating
of '3', which indicates expectations for meaningful (50%-70%)
recovery in the event of payment default.

Additionally, S&P assigned a 'BB' issue-level rating and '3'
recovery rating to Frontier's proposed $750 million senior
unsecured revolver due 2014.  S&P also affirmed all other ratings
on Frontier, including the 'BB' corporate credit rating.  The
ratings are based on the pro forma entity, including the
expectation that total leverage will be about 3x at transaction
close.  The outlook is stable.

The new unsecured notes will fund a special cash distribution to
Verizon and pay related fees and expenses prior to the spin-off of
New Communications Holdings and merger with Frontier as part of
the acquisition of about 4.2 million access lines.  The notes will
be issued under rule 144A with registration rights.  If the merger
agreement is terminated, the notes will be redeemed by Frontier at
the issue price plus accrued interest.  Noteholders will not have
any recourse to Verizon Communications or any of its subsidiaries.
S&P expects Frontier's total funded debt to be about $8 billion.

"The ratings on Frontier continue to reflect rising competition
from cable telephony and wireless substitution, the lack of a
facilities-based video strategy, currently high leverage, and
integration risk related to the acquisition of the Verizon
properties," said Standard & Poor's credit analyst Allyn Arden.
Tempering factors include the company's solid position as an
incumbent local exchange carrier, primarily in less competitive
rural areas; relatively stable cash flow and high margins; modest
growth in high-speed data services, which has helped mitigate
revenue declines from line losses; and the deleveraging effect of
Verizon transaction.


VISTEON CORP: Equity Holders Claim Plan Ignores True Value
----------------------------------------------------------
Dewey & LeBoeuf LLP, acting on behalf of Ad Hoc Equity Committee,
sent a letter to the Board of Directors of Visteon Corporation.
Following is the full text of the letter:




                                   March 25, 2010
    Board of Directors of Visteon Corporation
    c/o Kirkland & Ellis LLP
    601 Lexington Avenue
    New York, NY 10022
    Attn.:  Jamie Sprayregen, Esq.
               Marc Kieselstein, Esq.

Re: In re Visteon Corporation,

Chapter 11 Case No. 09-11786 (Jointly Administered) (CSS)

Dear Members of the Board of Directors:

As you know, we represent an ad hoc committee of equityholders
(the "Ad Hoc Equity Committee"), the members of which collectively
hold 7.87% of the outstanding common stock of Visteon Corporation
(the "Company" or "Visteon").  (1) The Company's most recently
proposed chapter 11 plan, dated March 15, 2010 (the "Plan"),
completely ignores the true value of the Company and, accordingly,
wrongfully extinguishes shareholders and must be revised.
Delaware corporate law requires a shareholder vote to sell
substantially all Visteon's assets, but the Company is undertaking
to effectuate the same result as a transfer of virtually all of
Visteon's assets to certain creditors without a shareholder vote.

As with the initial chapter 11 plan proposed by the Company, the
recent Plan is based on an unrealistically low valuation of the
Company and its assets and a suboptimal capital structure, which
together provide an indefensible windfall to the Company's secured
lenders at the expense of the Company's other creditors and
shareholders.  The Ad Hoc Equity Committee's analysis shows the
Company is worth significantly more than the Plan and Disclosure
Statement would lead the Court, creditors, and equityholders to
believe for the following reasons, among others:

First, as pointed out in our letter dated March 8, 2010, the
Company's prior projections must be viewed with a healthy dose of
skepticism.  (2) Relative to the improving macroeconomic picture,
consensus assumptions for worldwide production volume growth in
the industry and the improving market positions of the Company's
largest customers, the Company's top line projections appear to
present an unreasonably low revenue forecast.

Second, given the Company's successful cost cutting (including
exiting all of the Company's US manufacturing operations, which
will have the effect of lowering manufacturing costs
significantly) and general margin improvement illustrated in Q3
and Q4 of 2009, it appears the projections do not reflect the
operational improvements the Company has achieved.

Third, the Company's valuation of its equity in its non-
consolidated joint ventures is far below their fair market value.
The Company values all these joint ventures at $195 million or
about 5 times 2009 dividends, 2.5 times 2009 net income and 65% of
2009 book value.  Our financial advisors are willing to provide
you with numerous examples of comparable Asian automotive
suppliers, which currently trade at forward net income multiples
in the teens.  If the Company truly considers $195 million to be a
fair value for its non-consolidated joint ventures, the Ad Hoc
Equity Committee recommends the Company offer these assets to the
Ad Hoc Equity Committee at that price.

Fourth, the Company inappropriately values its 70% stake in Halla
Climate Control Corporation ("Halla") on a consolidated basis
(using a market multiple in-line with US comparables, not the
higher multiples afforded to Halla's Asian competitors), and then
subtracts out the market value of the 30% of Halla not owned by
the Company. This creates an artificial, negative multiple
arbitrage that results in a lower valuation.  Halla's value should
not be up for debate or manipulation, as shares of Halla trade
publicly; at the most recent closing price of Halla shares at
current exchange rates, Visteon's stake in Halla is worth $915
million before any premium for Visteon's control position.  A
proper valuation of Halla would assign a premium to the current
trading price for Visteon's controlling interest in this valuable
enterprise.  The Company's position that its 70% stake is worth
ratably less than the 30% minority stake is not only incorrect but
is also troubling.

Put simply, the sum of the Company's $1.1 billion of cash on its
balance sheet as of December 31, 2009, its $915 million stake in
Halla (before including a control premium) and the Company's
overly-conservative valuation of the non-consolidated joint
ventures is in excess of the Company's estimated valuation in the
Plan, before including any value for Visteon's core business,
which the Ad Hoc Equity Committee, Ford and the Company's other
customers firmly believe has value.  Furthermore, using a
reasonable valuation of both the Company's non-consolidated joint
ventures and Visteon's core business (ex-Halla) together with the
Company's cash and the public market value of Halla would result
in a total valuation well in excess of the $3.1 billion of total
claims against the Company, leaving significant value for
shareholders. (3)

The Ad Hoc Equity Committee is eager to learn more about the
Company's motivations and processes by which it arrived at its
valuations and reserves all rights to seek discovery on this issue
and all issues.

Additionally, there are more optimal capital structures which
preserve, create, and distribute value more fairly to all of the
Company's stakeholders.  Any such structure should reinstate the
existing bank debt or provide the bank debtholders with a new note
at the lowest interest rate the law allows, and we urge the
Company to do so.

Based on the Ad Hoc Equity Committee's projected cash flows (and
even using the Company's onerously conservative projections),
Visteon has ample cash flows to support both this interest expense
as well as annual contributions to its domestic pension plans.
Furthermore, the Company will generate significant cash over the
projection period to address future maturities.  Therefore, the
notion that Visteon must be free of long-term debt is an
unreasonable view that directly robs equityholders of value
resulting from the preservation of the Company's bank debt at an
attractive interest rate.  There are many comparable companies in
the automotive sector, domestically and internationally, that have
debt.  Indeed, several of these comparable companies have emerged
from bankruptcy with leverage and yet continue as important
suppliers to Ford as well as to other Visteon customers.

The Company should also consider distributing shares of Halla to
its guaranteed note holders.  While the Ad Hoc Equity Committee
believes there is great value to the Company's majority ownership
in and control of Halla, the Ad Hoc Equity Committee also believes
there is very little incremental value or strategic benefit from
owning 70% of Halla, as opposed to owning 51%.

Finally, the Company should satisfy remaining unsecured bonds with
a combination of cash and convertible preferred securities. Cash
can come from either excess balance sheet cash, or a $200 million
rights offering.  (4) The convertible preferred securities should
contain a mandatory dividend payable in securities at the
Company's option at an appropriate rate, be callable at the
Company's option, and be convertible into common equity in certain
circumstances.  Such a structure would enable Visteon to reinstate
its existing equity (subject, of course, to dilution for the
rights offering, if necessary, a management incentive plan, and
the convertible preferred securities described above).  Designed
properly, such a structure ought to preserve the value of the
Company's significant net operating losses.

The Ad Hoc Equity Committee reserves its rights to seek
termination of exclusivity to propose a plan and/or seek the
appointment of an examiner to protect its interests, as well as
all other rights granted by the Bankruptcy Code.  The appointment
of an examiner may be particularly appropriate given the wide gulf
between the Company's prior projections and actual results, the
limited changes made in the Plan, and the issues the Company's
Plan raises as to whether the Company and its Board are carrying
out their fiduciary duties.

Of course, the Ad Hoc Equity Committee's preference is to work
collaboratively with the Board, management, and the Company's
other stakeholders to ensure a consensual chapter 11 plan that
treats all stakeholders fairly, and rewards management for
improved performance.  The shareholders are the Company's owners,
and we trust the Board and management will act in accordance with
the shareholders' best interests consistent with their fiduciary
duty.

We look forward to your response.

Sincerely,

Martin J. Bienenstock

MJB/ds

(1) The members of the Ad Hoc Equity Committee may also hold other
Visteon securities from time to time.

(2) As we noted in our letter, the projections in the Disclosure
Statement, dated December 17, 2009, issued in support of the
debtors proposed plan just two weeks before the end of the 2009
fiscal year, egregiously understated actual income and cash as of
the end of 2009.  Additionally, the Company's projections did not
materially change from December 17, 2009 to March 15, 2010
notwithstanding its proven understated 2009 projections.

(3) The Company improperly considers only "excess cash" as part of
its valuation, and not "total cash".  We are well advised by the
Company that much of the Company's $1.1 billion of cash is located
overseas and not able to be repatriated without tax consequences
and understand that dividends from the Company's affiliates which
are not wholly-owned are uncertain. But neither of these facts
allows the Company to simply ignore the value of these assets and
hand them over to senior creditors at the expense of other
stakeholders to whom it owes fiduciary obligations to preserve
value.

(4) While the Ad Hoc Equity Committee doesn't believe the Company
needs additional liquidity, the Ad Hoc Equity Committee is willing
to demonstrate its fundamental belief that the present Plan
undervalues the Company by agreeing to participate in such a
rights offering.  The rights offering would be offered first to
existing equity holders and then to unsecured claimholders if they
would like to participate.  To ensure full subscription, the
members of the Ad Hoc Equity Committee will consider backstopping
the rights offering, which would be subject to standard and
customary conditions.

                      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)


WOLVERINE TUBE: Amendment to Indenture With BNA is Effective
------------------------------------------------------------
David A. Owen, Senior Vice President, Chief Financial Officer and
Secretary of Wolverine Tube, said the amendment to the Indenture
dated April 28, 2009, with U.S. Bank National Association as
Trustee and Collateral Agent relating to the Company's 15% Series
Unsecured Notes due 2012 became effective.

                       About Wolverine Tube

Wolverine Tube, Inc., is a global manufacturer and distributor of
copper and copper alloy tube, fabricated products, and metal
joining products.  The Company currently operates seven facilities
in the United States, Mexico, China, and Portugal.  It also has
distribution operations in the Netherlands and the United States.

At October 4, 2009, the Company had total assets of $192,632,000
against total liabilities of $240,277,000; Series A Convertible
Preferred Stock of $17,674,000; Series B Convertible Preferred
Stock of $9,700,000; and total accumulated deficit of $75,019,000.

                        Going Concern Doubt

In its quarterly report for the three months ended October 4,
2009, the Company believes that its available cash and cash
anticipated to be generated through operations is expected to be
adequate to fund the Company's liquidity requirements, although
there can be no assurances that the Company will be able to
generate such cash.  Additionally, the Company does not currently
have in effect a revolving credit agreement or other capital
commitments to supplement its existing cash and anticipated cash
resources, if necessary, to meet its liquidity requirements
materially in excess of the Company's current expectations.
According to the Company, the uncertainty about the Company's
ability to achieve its projected results, the absence of such
credit or capital commitments and the uncertainty about the future
price of copper, which has a substantial impact on working
capital, raises substantial doubt about the Company's ability to
continue as a going concern.  The Company expects to continue to
actively manage and optimize its cash balances and liquidity,
working capital, operating expenses and product profitability,
although there can be no assurances the Company will be able to do
so.


W.R. GRACE: BNSF Appeal on Royal Settlement Stayed
--------------------------------------------------
Judge Ronald L. Buckwalter of the U.S. District Court for the
District of Delaware ruled that the stipulation for the automatic
stay with respect to the appeal of BNSF Railway Company is
granted.

BNSF Railway Company, among others, took an appeal from Bankruptcy
Judge Fitzgerald's order approving in all respects, the settlement
and mutual release agreement with Arrowood Indemnity Company, as
corporate successor-in-interest to Royal Indemnity Company,
Arrowpoint Capital Corp., and Royal Indemnity Company.

The settlement and mutual release agreement, which pertains to
late-year excess policies allegedly issued by Royal to certain of
the Debtors on account of asbestos-related claims, provides that
Arrowood pay a settlement amount reflecting alleged liabilities
for amounts one or more of the Debtors are or may become liable
for certain asbestos claims.

Accordingly, BNSF's Appeal is stayed until further notice, the
District Court ruled.

                         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: Court Approves Fees for July-September
--------------------------------------------------
Bankruptcy Judge Judith Fitzgerald allowed the fee applications of
these professionals for the period from July 1 through
September 30, 2009:

Professional                                    Fees    Expenses
------------                                    ----    --------
Anderson Kill & Olick, P.C.               $1,199,112     $22,671
David T. Austern                              37,850       2,148
Janet S. Baer, P.C.                          474,822      14,490
Baker Donelson Bearman Caldwell & Berkowitz   60,000          34
Beveridge & Diamond, P.C.                     15,799         593
Bilzin Sumberg Dunn Baena Price & Axelrod    114,222     104,133
Blackstone Advisory Services L.P.            450,000      17,086
BMC Group                                     98,364       6,722
Campbell & Levine, LLC                       189,711      59,538
Caplin & Drysdale, Chartered               1,997,400     300,217
Capstone Advisory Group, LLC                 361,641       3,506
Casner & Edwards LLP                          39,699      38,364
Charter Oak Financial Consulting LLC          43,775           0
Day Pitney LLP                                34,342          48
Duane Morris LLP                             210,367       3,687
Ferry Joseph & Pearce, P.A.                  101,584       8,798
Foley Hoag LLP                                42,333         145
W.D. Hilton                                   16,537           0
Holme Roberts & Owen, LLP                        938       2,926
Kirkland & Ellis LLP                       6,407,674   1,166,546
Kramer Levin Naftalis & Frankel LLP          169,905      20,322
Legal Analysis Systems, Inc.                 300,425       4,833
Ogilvy Renault LLP                          C$51,643     C$1,184
Orrick, Herrington & Scutcliffe LLP        1,674,330      57,172
Pachulski Stang Ziehl & Jones LLP            251,421     195,318
Phillips, Goldman & Spence, P.A.              57,460       2,418
Piper Jaffrey & Co.                          150,000         182
PricewaterhouseCoopers LLP                   500,691       9,955
Protiviti Inc.                                38,280       3,846
Reed Smith LLP                               110,343      47,361
Alan B. Rich                                 202,402      16,828
Alexander M. Sanders, Jr.                     62,415       3,904
Saul Ewing LLP                               100,164       1,885
Stroock & Stroock & Lavan LLP                942,116      47,520
Towers Perrin Tillinghast                      5,747           0
Venable LLP                                  491,292     295,440
Warren H. Smith & Associates, P.C.            48,506         932
Woodcock Washburn LLP                         21,576         180

The Court's approval of the Fee Applications is based on the
recommendations submitted by Warren H. Smith & Associates, P.C,
acting in its capacity as fee auditor in the Debtors' cases.  The
Fee Auditor's final report was subsequently amended to remove the
fee application of Tre Angeli LLC, which was not filed in
sufficient time to be heard for the Fee Application Period.

                         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: Settles Asbestos Property Damage Claims
---------------------------------------------------
W.R. Grace & Co. and its units submitted to the Court copies of
separate agreements reached with these claimants to settle their
claims asserting property damage allegedly caused by W.R. Grace &
Co.'s manufacture, use or sale of asbestos-containing products.

The Debtors and the Claimants averred that they negotiated in good
faith to reach the Settlement Agreements to allow the Asbestos
Property Damage Claims in these total settlement amounts:

                                                      Allowed
Claim No.          Claimant                        Claim Amount
--------           --------                        ------------
12368              McMaster University                 $725,578

12396              Fairview Leaseholds, Inc.            266,885

11322, 11323,      Hamilton Wentworth
11678, 11680,      District School Board                223,624
11681, 11682,
and 11684

12533              Conseillers Immobiliers
                   GWL Inc.                             166,340

12490              Atlantic Shopping Centres LTD        112,279

12329              University of Guelph                  62,191

12427              Morguard Investments Limited          53,558

12304              Toronto District School Board         38,567

12346              City of Vancouver                     16,455

12493              Health Care Corp. of St. John's        7,713

                         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)


XERIUM TECHNOLOGIES: Reports $96.8-Mil. 4th Quarter Net Loss
------------------------------------------------------------
Xerium Technologies, Inc., reported results for its fourth quarter
ended December 31, 2009:

     -- Net sales for the 2009 fourth quarter were $132.4 million,
        an 11.4% decrease from net sales for the 2008 fourth
        quarter of $149.5 million.  Excluding currency effects,
        fourth quarter 2009 net sales decreased 20.5% from the
        fourth quarter of 2008, with declines of 19.5% and 22.4%
        in the clothing and roll covers segments, respectively.

     -- Net loss for the fourth quarter of 2009 was $96.8 million
        or $1.98 per diluted share, compared to a net loss of
        $4.3 million or $0.09 per diluted share for the fourth
        quarter of 2008.

     -- Adjusted EBITDA (as defined by the Company's amended
        credit facility) was $16.1 million for the fourth quarter
        of 2009, compared to $24.6 million for the fourth quarter
        of 2008.

     -- Cash on hand at December 31, 2009, was $23.0 million,
        compared to $21.8 million at September 30, 2009 and
        $34.7 million at December 31, 2008.

     -- Total bank debt at December 31, 2009, increased to
        $640.1 million from $628.6 million at September 30, 2009,
        primarily due to the Company terminating, on December 31,
        2009, all of its outstanding interest rate swaps in the
        amount of $20.0 million and converting them into notes
        payable, partially offset by debt payments of
        approximately $5.4 million and favorable currency effects
        of approximately $3.2 million. As a result of the interest
        rate swap termination, the interest rate on the term loan
        portion of the credit facility is no longer effectively
        fixed through December 31, 2010, the original term of the
        swaps, exposing the Company's financial results to
        interest rate fluctuations, both favorable and
        unfavorable.

At December 31, 2009, the Company had total assets of
$693.511 million, total debt of $640.121 million and stockholders'
deficit of $119.657 million.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?5c1e

"We are encouraged by the ongoing signs of recovery that we're
seeing throughout the paper industry, as demand begins to gain
strength," said Stephen R. Light, President, Chief Executive
Officer and Chairman.  "We are experiencing steady and gradual
improvement in our order bookings as conditions appear to be
stabilizing or improving in most of our geographies.  We are
optimistic that as bookings increase, sales growth will follow."

                     About Xerium Technologies

Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE:
XRM), manufactures and supplies two types of consumable products
used primarily in the production of paper: clothing and roll
covers.  The Company, which operates around the world under a
variety of brand names, utilizes a broad portfolio of patented and
proprietary technologies to provide customers with tailored
solutions and products integral to production, all designed to
optimize performance and reduce operational costs.  With 32
manufacturing facilities in 13 countries around the world, Xerium
has approximately 3,300 employees.


XERIUM TECHNOLOGIES: To Decide on Restructuring Path by March 31
----------------------------------------------------------------
Stephen R. Light, President, Chief Executive Officer and Chairman
of Xerium Technologies, Inc., said on Wednesday the Company will
decide whether to pursue an in-court or out-of-court restructuring
on or before March 31, 2010.

As reported by the Troubled Company Reporter, Xerium on March 2,
2010, announced that it commenced a solicitation of lender votes
in support of a proposed joint prepackaged plan of reorganization
under chapter 11 of the U.S. Bankruptcy Code.

The solicitation reflects an agreement in principal, supported by
the steering committee of lenders under the Company's senior
secured credit facility and the parties to the Company's swap
termination agreements, under which approximately $620 million of
existing debt would be exchanged for approximately $10 million in
cash, $410 million in new term loans maturing in 2015, and
approximately 82.6% of the common stock of Xerium.  Existing
shareholders would retain a meaningful minority equity ownership
interest in the Company of approximately 17.4% of the common stock
and receive warrants to purchase up to an additional 10% of the
common stock.

In addition, the Company would enter into a new revolving loan of
up to $20 million and a term loan of $60 million. The precise
equity ownership split between the lenders and the existing
shareholders, as well as the amount of term and revolver debt, is
subject to adjustment based upon certain conditions.

On March 22, 2010, the solicitation period concluded, at which
time sufficient votes to accept the Plan had been received to
implement the Plan through a court-supervised process, although
not the unanimous lender vote required for reorganization without
court supervision.

Mr. Light said, "We are in the process of completing the next
steps in reducing our debt load by means of a debt for equity
exchange with our lenders.  The Company's plan preserves
meaningful value for our current equity shareholders.  We are
prepared to implement our restructuring by voluntarily seeking
court approval for the prepackaged reorganization already approved
by an overwhelming majority of our lenders during our recently
completed solicitation period.  The next element of our process
involves trying to achieve the backing of the remainder of the
lenders for the approved plan.  Should court action be deemed the
preferred implementation path for the plan, we would expect to
enter and exit that part of our restructuring process quickly.

On February 26, 2010, the Company secured from certain of its
lenders a third extension, since September 29, 2009, of its
existing temporary loan covenant waivers, until April 1, 2010. The
lenders extended the existing loan covenant waivers to facilitate
continued negotiations for a comprehensive recapitalization of the
Company. Pursuant to the extension, certain lenders agreed to
extend the previous waivers of any defaults resulting from the
Company's failure to comply with certain financial covenants under
its credit agreement for the quarters ended September 30, 2009 and
December 31, 2009, and to waive any defaults under agreements
creating the Company's existing hedging obligations and to extend
the forbearance thereof.  Additionally, the February 26, 2010
waiver permanently waived the requirement that the Company's
audited financial statements for the year ended December 31, 2009
be accompanied by an audit opinion unqualified as to "going
concern."

On November 18, 2009, the Company was notified by NYSE Regulation,
Inc., that the Company was not in compliance with the New York
Stock Exchange standard for continued listing of its common stock
because the average closing price of its common stock was less
than $1.00 per share over a consecutive 30 trading day period.
This notification represents the second instance that the Company
was not in compliance with this criterion in the past 12 months.

On December 29, 2008, the Company was first notified by NYSER
that, in addition to not being in compliance with this criterion,
the Company also was not in compliance with the total market
capitalization requirement of at least $50 million over the same
consecutive 30 trading day period.  The NYSE is reviewing this
second instance of noncompliance under the $1.00 share price
standard in connection with its broader assessment of the
Company's progress on its previously submitted 18-month business
plan in order to determine the appropriate action.

The Company has been in continuing discussions with NYSER
regarding its financial status, listing status and potential
chapter 11 filing and will seek to continue the NYSE listing of
its common stock. There can be no assurance that NYSER will not
take delisting actions against the Company notwithstanding its
efforts, and thus there can be no assurance that the Company's
common stock will continue to be listed on the NYSE.

According to Mr. Light, "As we have done throughout the many
months of this carefully planned course of action, we continue to
work closely with our customers, employees, suppliers and all
other stakeholders to assure them that the pending restructuring
is simply a balance sheet restructuring with limited impact on our
ability to conduct business as usual.

"We look forward to completing the final stages of this balance
sheet restructuring. With a substantially reduced debt load, we
believe we can complete this entire process as a stronger company
fully focused on our operating strategy of introducing new
products that our customers value and maximizing the contribution
of our employees to earn the highest customer loyalty in our
served market."

                     About Xerium Technologies

Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE:
XRM), manufactures and supplies two types of consumable products
used primarily in the production of paper: clothing and roll
covers.  The Company, which operates around the world under a
variety of brand names, utilizes a broad portfolio of patented and
proprietary technologies to provide customers with tailored
solutions and products integral to production, all designed to
optimize performance and reduce operational costs.  With 32
manufacturing facilities in 13 countries around the world, Xerium
has approximately 3,300 employees.


* Moody's: PE-Backed Firms Have High Defaults, Potential Recovery
-----------------------------------------------------------------
Nearly half of U.S. non-financial corporates that defaulted in
2009 have private-equity backing, which could benefit creditors,
Moody's Investors Service said.

"The presence of private equity may benefit creditors during
periods of distress and default because their access to capital,
strong relationships within the capital markets and financial
sophistication give them tools to preserve value despite
illiquidity and economic challenges," said Christina Padgett,
senior vice president at Moody's.

"Conversely, when a company is performing well private equity
sponsors often increase leverage to fund distributions to
shareholders, which can weaken the position of creditors."

Creditors to private equity-backed companies that defaulted in
2009 could fare better because these defaults were more likely to
be distressed exchanges and prepackaged bankruptcies. In the past,
these default events have provided better recoveries for creditors
than Chapter 11 filings or missed interest payments, Moody's said.
In its review of 2009 corporate defaults, Moody's found the
majority involved leveraged buyouts consummated at the top of the
credit cycle.

"Most defaulted companies with private equity backing were
established as the credit bubble inflated, suggesting they were
weighed down by leverage that could not withstand the subsequent
economic and credit crisis," said Padgett. "Fifty-four of the 77
defaults by private equity-backed companies in 2009 were rated for
the first time in 2005 or thereafter, with the most coming in 2007
-- probably the height of the credit bubble."

In general, future recoveries could benefit from an improving
economy, more fluid capital markets and, consequently, lower
defaults. However, Moody's said, there is some reason for caution
because of the high volume of defaults in 2009, uncertain market
conditions, substantial longer-term refinancing risk for
speculative-grade companies and the potential for additional
restructurings.

One notable exception to Moody's expectations for more favorable
recoveries for private equity-backed issuers is mega-deals
executed during the credit bubble with high acquisition multiples
and leverage.

The report, "Private Equity 2009: Nearly Half of Defaults But
Prospects for Better-Than-Average Recoveries," is available on
http://www.moodys.com/


* Greenberg Traurig's UK Unit Expands Restructuring Practice
------------------------------------------------------------
Greenberg Traurig Maher LLP, the firm established in London by
international law firm Greenberg Traurig, LLP, disclosed the
addition of two new shareholders, Paul Atherton and Jason Salman,
to its expanding UK Restructuring Practice.  In addition, Helena
Potts has joined the firm as an associate in the practice.

Atherton joins Greenberg Traurig Maher from Kirkland & Ellis LLP,
and brings with him comprehensive experience in restructuring,
corporate recovery, and insolvency.  He has acted for financial
institutions as well as for directors, creditors, debtors and
insolvency practitioners on a variety of global restructuring
matters.

Mr. Salman also joins Greenberg Traurig Maher from Kirkland &
Ellis LLP.  He has extensive experience in restructuring matters,
having focused on intricate international financial
restructurings, acting for corporate debtors, financial creditors,
directors and insolvency practitioners.

Ms. Potts has joined Greenberg Traurig Maher from Kirkland & Ellis
LLP.  She is experienced in complex cross-border restructuring and
insolvency matters, with a particular expertise in the employment
and pension implications of business restructurings and
insolvencies.

"Paul, Jason and Helena are important additions to our
Restructuring Practice in London.  Their hiring furthers our
ability to meet the needs of our clients in today's uncertain
global economy," said Paul Maher, Chairman of Greenberg Traurig
Maher.  "Under the strong leadership of Lyndon Norley, our UK
Restructuring head, we are putting together a team that can
provide guidance to creditors and debtors in complex
restructurings and insolvencies."

"We are excited to welcome Paul, Jason and Helena to our global
team," said Bruce R. Zirinsky, Co-Chair of Greenberg Traurig's
Business Reorganization and Bankruptcy Practice.  "Their presence
in London strengthens our transatlantic restructuring capabilities
and I look forward to working with them."

                      About Greenberg Traurig

Greenberg Traurig Maher LLP was established in 2009 in the UK by
international law firm Greenberg Traurig, LLP.  Greenberg Traurig
Maher's rapidly expanding office provides shareholder-led advice
to domestic and international clients on a range of matters across
the legal spectrum.  Lawyers at Greenberg Traurig Maher advise UK
and multinational clients operating in many different sectors,
including chemicals, pharmaceuticals, life sciences, energy, real
estate, financial services, information services, automotive,
entertainment, retail and communications.

                      About Greenberg Traurig

Greenberg Traurig, LLP is an international, full-service law firm
with approximately 1775 attorneys serving clients from more than
30 offices in the United States, Europe and Asia.  In the U.S.,
the firm has more offices than any other among the Top 20 on The
National Law Journal's 2009 NLJ 250.  In the U.K., the firm
operates as Greenberg Traurig Maher LLP. Additionally, Greenberg
Traurig has strategic alliances with the following independent law
firms: Studio Santa Maria in Milan and Rome, TA Lawyers GKJ in
Tokyo, and Weber Law Office in Zurich.  The firm was Chambers and
Partners' USA Law Firm of the Year in 2007 and among the Top 3 in
the International Law Firm of the Year.


* Kirkland's Labovitz Earns Spot on Law360's Lawyers to Watch
-------------------------------------------------------------
Whether helping devise a plan to keep Tousa Inc. in the business
of selling homes while in bankruptcy or restructuring Solutia
Inc.'s European bonds out of court using an arcane Belgian law,
Kirkland & Ellis LLP partner Natasha Labovitz knows the importance
of creativity and collaboration in restructuring work, earning her
a spot on Law360's list of 10 bankruptcy attorneys under 40 to
watch.


* BOOK REVIEW: Ten Cents on the Dollar, Or the Bankruptcy Game
--------------------------------------------------------------
Author: Sidney Rutberg
Publisher: Beard Books
Softcover: 189 pages
List Price: $34.95

Reporting on bankruptcy courts for more than 30 years for
Fairchild Publications and also as a business columnist and editor
for Women's Wear Daily and Daily News Record, Rutberg came away
with a jaundiced view of bankruptcies.  Perhaps because he was a
journalist covering events in a fast-paced, urban environment,
Rutberg writes in an informal, breezy style.  Ten Cents on the
Dollar reads like a gossip column with its witty and colorful
observations.  Rutberg recounts situations and incidents in rapid-
fire succession, offering tidbits of information with no logical,
chronological, or narrative connection.

Rutberg's stories are, however, grouped into general headings
relating to various aspects of bankruptcy.  Among these are
liquidation auctions; creditors; legal procedures; Chapter 7, 11,
and 13 bankruptcies; and key players in bankruptcies, such as
accountants and lawyers.  Rutberg's irrepressibly casual, often
inventive, style extends to the names of the chapters. The first
chapter on auctions is titled "A Kipper Is Not a Herring."
Another chapter is entitled "Ten Cents on the Dollar, Or Reading
Between the Lies."

"Even Millionaires Go Broke" is the title of a third.  Rutberg's
casual style belies the fact that he has an unerring, seasoned eye
for what bankruptcy, the bankruptcy system, and the individuals --
from debtors to judges -- are like.  Ten Cents on the Dollar,
first published in 1973, offers a balanced perspective based on
firsthand knowledge.  The informal style does not undermine the
basic points Rutberg makes about bankruptcy; for example:
"Professionals who play the bankruptcy game [like professionals in
other fields] . . . lie a little, they cheat a little, they steal
a little, but mostly they work hard."  Elsewhere, Rutberg writes
that, while "[a]ttorneys in the bankruptcy field are looked upon
by some . . . [as being] rungs below the ambulance-chasing
negligence lawyer . . . the bankruptcy lawyer is a specialist in a
rough-and-tumble business, and, by and large, he'll perform as
well as the attorneys in any other specialized field."

While Rutberg does not pull punches, he avoids passing judgment on
the bankruptcy field and its participants.  If this book had been
no more than a screed, it would have been of little use to readers
who wanted to learn something about bankruptcy.  Rutberg, for
instance, is not calling for reform.  There are enough other books
doing this.

Individuals on both sides of the bankruptcy issue will be amused
by Rutberg's informal writing style, stream of vignettes, and
jaundiced point of view.  For those foreseeing or initiating
bankruptcy, it is an informative guide not only to various options
and requirements, but also to the players.  Readers who are not
involved in the bankruptcy business can learn how they might
profit from bankruptcy proceedings, such as purchasing property at
an auction or providing services to those in bankruptcy.

Rutberg's book is intended for lay readers, and not bankruptcy
professionals such as attorneys and accountants.  But for everyone
else, from business owners and decisionmakers to investors and
individuals looking for depressed-priced items, Ten Cents on the
Dollar is a wide-ranging, incisive picture of the bankruptcy game.
Besides being a columnist and journalist concentrating on
financial affairs, Sidney Rutberg is a contributing editor to the
magazine The Secured Lender, published by the Commercial Finance
Association.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***