TCR_Public/100330.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 30, 2010, Vol. 14, No. 88

                            Headlines

2000 ST JAMES: U.S. Trustee Unable to Form Creditors Committee
2151 HOTEL: Court Dismisses Chapter 11 Reorganization Case
ABITIBIBOWATER INC: ACI's Stay Period Extended Until June 18
ABITIBIBOWATER INC: U.S. Court OKs Sale of Alabama Pulp
ABITIBIBOWATER INC: U.S. Court OKs Sale of Rhea Timberland

AFFINION GROUP: S&P Assigns 'BB-' Rating on $1 Bil. Senior Loan
AFFINITY GROUP: Three Directors Resign from Board
AGE REFINING: Court to Control Banker's Fees
ALOHA SPORTS: Files for Bankruptcy Protection in Hawaii
AMBAC ASSURANCE: Moody's Places 'Caa2' IFSR on Review for Upgrade

AMBAC FINANCIAL: Moody's Downgrades Senior Debt Rating to 'C'
ARES CAPITAL: Moody's Confirms 'Ba1' Rating with Stable Outlook
AMERICAN RACING: Cancels Registration of Common Stock
AUGUSTA APARTMENTS: Has Access to Cash Collateral Until April 26
AUGUSTA APARTMENTS: U.S. Trustee Unable to Form Creditors Panel

AUGUSTA APARTMENTS: Files List of Largest Unsecured Creditors
BIGLER LP: Plan Uncertain If Able to Pay Unsecured Creditors
BIO-KEY INTERNATIONAL: Reports $4.7 Million Net Income in 2009
BIOVEST INT'L: Laurus Master Fund Holds 9.99% of Shares
BLOCKBUSTER INC: OKs Slate of Director Nominees for Submission

BLUE HERON: Gets Final OK to Access Wells Fargo's Cash Collateral
BLUE HERON: Creditors Have Until May 3 to File Proofs of Claim
BOSQUE POWER: Moody's Withdraws 'Caa2' Rating on Senior Loan
BOSQUE POWER: S&P Drops Sr. Debt Rating to 'D' on Ch. 11 Filing
BRENTWOOD APARTMENTS: Has Until May 10 to Propose Chapter 11 Plan

BRENTWOOD APARTMENTS: Taps Stichter Riedel as Bankruptcy Counsel
BRENTWOOD APARTMENTS: Files Schedules of Assets and Liabilities
BROSSIER CO: Files for Chapter 11 Bankruptcy to Avert Foreclosure
BUFFET INC: Moody's Affirms 'Caa1' Corporate Family Rating
CALVIN WHITE: Committee Taps Southwell & O'Rourke as Counsel

CALVIN WHITE: U.S. Trustee Appoints 3-Member Creditors Committee
CALVIN WHITE: Files Schedules of Assets and Liabilities
CAMP COOLEY: Has Until April 8 to Propose Reorganization Plan
CAROLINA CARGO: Returns to Chapter 11
CENTRAL PARKING: Moody's Downgrades Corp. Family Rating to 'B3'

CHAPARRAL ENERGY: CCMP to Invest $345-Mil. to Buy Stake
CIMINO BROKERAGE: Can Access Temple-Inland's Cash Until April 16
CITIGROUP INC: Treasury to Unload All Common Shares This Year
CLEARPOINT BUSINESS: ComVest Capital Holds 56.7% of Shares
CLEARPOINT BUSINESS: To Discontinue Quotation of Stock on OTCBB

COMFORCE CORP: ARTRA 524(g) Asbestos Trust Holds 8.4% of Shares
COMFORCE CORP: RBF Capital Holds 9.51% of Common Stock
COMFORCE CORP: WC Capital Management Holds 4.6% of Shares
COMMERCIAL VEHICLE: Completes Public Offering of Common Stock
CONVERSION SERVICES: Friedman LLP Raises Going Concern Doubt

COOPER-STANDARD: Court OKs Equity Investment Pact with Noteholders
COOPER-STANDARD: CSA Canada Gets OK to Pay RSM, Ogilvy
COVER-ALL BUILDING: Filed for Bankruptcy Under Canadian Law
COYOTES HOCKEY: Financing Hinges on Arena Lease Rework
CRESCENT RESOURCES: Confirmation Hearing Set for May 20

DELPHI CORP: Makes Tax Payments to Howard County
DELPHI CORP: Lockport Workers Balk at GM Concessions
DELPHI CORP: Flint Workers Eligible for Trade Assistance
DELTA AIR: Janus Capital Discloses 6.7% Equity Stake
DELTA AIR: Wellington Reports 11.23% Equity Stake

DUANE READE: December 26 Balance Sheet Upside-Down by $226.7MM
DUNE ENERGY: NYSE Amex Accepts Firm's Plan for Compliance
EDWARD MARANDOLA: Files List of 20 Largest Unsecured Creditors
EDWARD MARANDOLA: Taps Raskin & Berman as Bankruptcy Counsel
ELLICOTT SPRINGS: Files Schedules of Assets and Liabilities

ERNIE JACOBSEN: Hearing on Plan Filing Extension Set for April 8
FAIRVUE CLUB: Has Until April 20 to Propose Reorganization Plan
FAYETTEVILLE MARKETFAIR: No Creditors Committee Appointed
FILI ENTERPRISES: Court Sets April 26 as Claims Bar Date
FLYING J: Gets Approval to Lease Stores to Denny's

FREEDOM COMMUNICATIONS: Gets Nod to Sell Arizona Newspapers
FREEPORT-MCMORAN: Fitch Affirms Preferred Stock Rating at 'BB'
FREMONT GENERAL: Court Approves Closing Agreement with IRS
GENCORP INC: Moody's Upgrades Corporate Family Rating to 'B2'
GENCORP INC: Notes of Continued Progress on Cash Flow Goals

GENERAL GROWTH: Begins Filing Omnibus Claims Objection
GENERAL GROWTH: Kirkland & Ellis, 4 Others Adjust Fees
GENERAL GROWTH: Elliot Assoc. Has 2.2% Equity Stake
GENERAL MOTORS: Reveals Financial Leadership Changes
GENTA INC: Arcus Ventures Holds 9.9% of Common Stock

GENTA INC: Boxer Capital Holds 9.99% of Common Stock
GREEKTOWN HOLDINGS: Noteholders Oppose to Case Closing This Month
GREEKTOWN HOLDINGS: Settlement with City of Detroit Approved
GREEKTOWN HOLDINGS: MGCB OKs Tax Rollback for Casino
GREEKTOWN HOLDINGS: Luna Wants Payment of Attorney's Fees

GUIDED THERAPEUTICS: Roth and Stark Hold Less Than 5% of Shares
GUIDED THERAPEUTICS: SDS Capital Holds 5.32% of Common Stock
HAWAIIAN TELCOM: Gets OK to Pay Incentives to Union Employees
HAWAIIAN TELCOM: Zolfo Cooper's Fees Reeduced to $90,000 Per Month
HAWAIIAN TELCOM: Court OK's Kirkland's $2.61-Mil. Fees for Q4

INDALEX INC: Buyer Won't Assume Pension Plan; PBGC Steps In
INTERNATIONAL COAL: Amends Terms of Tender Offer for 9% Notes
INTERSTATE HOTELS: Moody's Confirms 'Caa1' Corporate Family Rating
IRVINE SENSORS: Inks Subscription Deals with 55 Creditors
JOHN HENRY: Moody's Assigns 'B2' Rating on $245 Million Loan

JOSEPH CHARLES LOOMIS: US Trustee Fails to Name Creditors Panel
KIDDIE KANDIDS: CPI Corp. Offers $2.6 Million for Assets
KLCG PROPERTY: KeyLime Water Park Goes to Dougherty in Debt Swap
LAS VEGAS MONORAIL: Ambac Split Leaves Bond Default Probability
LAURUS MASTER FUND: Holds 9.99% of Biovest Int'l Shares

LENNY DYKSTRA: Chapter 7 Trustee Disputes Bid to Close Case
MAX & ERMA'S: Selling Restaurant Items and Equipment
MERIDIAN RESOURCE: Settles Consolidated Leider Action
M & Z: Gets Court's Nod to Hire Marshack Hays as Bankr. Counsel
METRO-GOLDWYN-MAYER: Creditor Says Bankruptcy Likely

MIDWEST GAMING: Moody's Assigns 'B3' Corporate Family Rating
MOHAWK INDUSTRIES: S&P Affirms 'BB+' Corporate Credit Rating
MONROE MOTOR: Files for Chapter 11 Bankruptcy Protection
MOVIE GALLERY: To Close More Than 200 Video Stores
MOVIE GALLERY: Accommodation Pact with Hollywood Studios Approved

MOVIE GALLERY: Proposes Protocol for Misc. Assets Sale
MOVIE GALLERY: Parties Object to Cash Collateral Use
MOVIE GALLERY: Site Woodstock, et al., Want Lease Payments
NEIMAN MARCUS: S&P Changes Outlook to Stable; Affirms 'B' Rating
NEW COMMUNICATIONS: S&P Assigns 'BB' Rating on $500 Mil. Notes

NORTEL NETWORKS: Ontario Court Rejects Deal with Ex-Employees
N.Y.C. OFF-TRACK: Seeks to Defer Payments to Racetracks
OCCULOGIX INC: Posts $4.4 Million Net Loss in 2009
OCCULOGIX INC: Hudson Bay Discloses Equity Stake
OCCULOGIX INC: Cranshire Capital Holds 6.2% of Common Stock

OLLIE'S NOODLE: Files for Bankruptcy After Labor Suit Loss
OSAGE EXPLORATION: GPKM LLP Raises Going Concern Doubt
PACIFIC ETHANOL: Files Plan of Reorganization
PACIFIC PANORAMA: U.S. Trustee Fails to Appoint Creditors Panel
PACIFIC PANORAMA: Taps David A. Riggi as Bankruptcy Counsel

PACKAGING DYNAMICS: S&P Puts 'B-' Rating on CreditWatch Positive
PETER CAPONE: Wants to Hire Michaelson Susi as Bankruptcy Counsel
PRA INTERNATIONAL: Moody's Gives Stable Outlook; Keeps 'B3' Rating
PRESSTEK INC: Posts $49.8 Million Net Loss for FY Ended Jan. 2
PRM REALTY: Wants to Hire Pronske & Patel as Bankruptcy Counsel

RADIOSHACK CORP: Exploring Strategic Options Including Asset Sale
RATHGIBSON INC: Court Okays Sale Process; May 19 Auction Set
REDDY ICE: S&P Raises Corporate Credit Rating to 'B-'
RICK BRUNSMAN: Files for Bankruptcy to Liquidate Businesses
RIVIERA HOLDINGS: Ernst Young Raises Going Concern Doubt

ROUNDY'S SUPERMARKETS: Moody's Puts 'Caa1' Rating on $150MM Debt
ROUNDY'S SUPERMARKETS: S&P Gives Stable Outlook; Keeps 'B' Rating
SBARRO INC: Posts $37.3 Million Net Loss for 2009
SENSATA TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'B'
SIMON WORLDWIDE: Posts $2.1 Million Net Loss in 2009

SMURFIT-STONE: Proposes Winston & Strawn as Special Counsel
SMURFIT-STONE: Panel Wants to Retain Fisher as Expert Witness
SMURFIT-STONE: FTI to Provide Valuation Services to Panel
SMURFIT-STONE: Monitor Files 11th Report on Canada Unit
SPECIALTY PACKAGING: Authorized to Sell Assets for $14 Million

SPHERIS INC: May Pay Bonuses After Secured Claims Are Paid
STANDARD PACIFIC: S&P Raises Corporate Credit Rating to 'B'
SUNTRUST BANKS: Fitch Downgrades Long-Term Issuer Default Ratings
SUNWEST MANAGEMENT: $1.3-Bil. from Blackstone Group Leads Bidding
TLC VISION: Plan Scheduled for May 5 Confirmation Hearing

TOYS "R" US: Posts $312 Million Net Income Qtr. Ended Jan. 30
TRIBUNE CO: Gets Nod for $30-Million Letter of Credit Deal
TRIBUNE CO: Incentive Plan Proposal Dismissed with Prejudice
TRIBUNE CO: Wants WTC Held in Contempt for Filing Lawsuit
UAL CORP: Sees 'Real Signs of Recovery' in Pacific

WASHINGTON MUTUAL: Senior Bondholders Oppose JPM Settlement
YL WEST: Taps Marilyn Simon as Bankruptcy Counsel
YRC WORLDWIDE: CEO Bill Zollars' Pay Down 44% in 2009
ZALE CORP: Inks Amended Employment Security Deal with M. Appel
ZANETT INC: Regains Compliance With NASDAQ Listing Rule

* Large Companies with Insolvent Balance Sheets


                            *********


2000 ST JAMES: U.S. Trustee Unable to Form Creditors Committee
--------------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 7, notified the U.S.
Bankruptcy Court for the Southern District of Texas that he was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of 2000 St. James Place, L.P.

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

Houston, Texas-based 2000 St. James Place, L.P., filed for Chapter
11 bankruptcy protection on February 2, 2010 (Bankr. S.D. Tex.
Case No. 10-30993).  Adrian Stanley Baer, Esq., at Cordray Tomlin
P.C., assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and debts in
liabilities in its petition.


2151 HOTEL: Court Dismisses Chapter 11 Reorganization Case
----------------------------------------------------------
The U.S. Bankruptcy Court Central District of California dismissed
the Chapter 11 case of 2151 Hotel Circle South, LLC, due to
(i) the Debtor's unauthorized use of cash collateral; (ii) failure
to provide proof of workmen's compensation insurance; and (iii)
the absence of a reasonable likelihood of rehabilitation.

Woodland Hills, California-based 2151 Hotel Circle South, LLC,
filed for Chapter 11 on January 4, 2010 (Bankr. C.D. Calif. Case
No. 10-10065).  The Law Offices of Alexander Lebecki assists the
Debtor in its restructuring effort.  In its petition, 2151 Hotel
listed assets and liabilities both ranging from $10,000,001 to
$50,000,000.


ABITIBIBOWATER INC: ACI's Stay Period Extended Until June 18
------------------------------------------------------------
Honorable Mr. Justice Clement Gascon, J.S.C., of the Superior
Court Commercial Division for the District of Montreal in Quebec,
Montreal, Canada, extended the period within which no right may
be exercised and no proceeding may be commenced or proceeded
against Abitibi-Consolidated Inc., Bowater Inc., and certain of
their affiliates as applicants under the Companies' Creditors
Arrangement Act of Canada through and including June 18, 2010.

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

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: U.S. Court OKs Sale of Alabama Pulp
-------------------------------------------------------
The U.S. Bankruptcy Court authorized Alabama River Newsprint
Company to sell to Alabama River Pulp Company, Inc. and Alabama
Pine Pulp Company its 220,000-ton-per-year newsprint mill in
Claiborne, Alabama, which was built pursuant to ARN's funding and
construction agreement with The Industrial Development Board of
Monroe County, Alabama in 1988.

The Buyers will make one-time cash payment of $1,250,000 to ARN
payable at the closing of the Sale.  ARN, for its part, will
execute and deliver Amendment No. 3 of a services agreement
between the Debtors and ARP to restructure their relationship and
align it more closely with the Newsprint Mill's actual needs.

At Closing, all of the Debtors' right, title and interest in and
to, and possession of, the Property will be immediately vested in
ARP and APP, pursuant to Sections 105(a), 363(b), 363(f) and 365
of the Bankruptcy Code, free and clear of any and all liens,
claims, interests and encumbrances, Judge Carey ruled.

Prior to the Court's entry of its approval order, Gordon Cole,
vice president of Energy, Strategy, Hydro and Asset Management of
AbitibiBowater, Inc., affirmed that the Sale "is a product of
good faith, arm's-length negotiations" between ARN, ARP and APP.

According to the Debtors, no parties-in-interest filed objections
to their request.

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: U.S. Court OKs Sale of Rhea Timberland
----------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey approved, in all respects, real
property sale contracts to consummate the sale of 997 acres of
timberland in Rhea County, Tennessee, owned by Debtor Bowater Inc.
to Rachel M. Pruett for an aggregate of $1,096,700 or $1,100 per
surveyed acre.

The Debtor will transfer the Timberland Property to Ms. Pruett,
free and clear of all liens, claims and encumbrances.

Kent Cumberton, director of the U.S. Wood Products Division of
AbitibiBowater, Inc., noted that the Debtors did not appraise the
Property due to the expenses that it would incur, as well as the
lack of comparable sales information.  He nevertheless assured
the Court that the Purchaser's offer of $1,100 per acre "is a
fair, reasonable, and indeed, favorable purchase price."

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

                     About AbitibiBowater Inc.

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

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

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

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

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


AFFINION GROUP: S&P Assigns 'BB-' Rating on $1 Bil. Senior Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Affinion Group Inc.'s $1 billion senior
secured credit facilities, consisting of $875 million in term loan
facilities due 2016 and a $125 million revolving credit facility
due 2015.  S&P assigned the loans an issue-level rating of 'BB-'
(one notch higher than the 'B+' corporate credit rating on the
company) with a recovery rating of '2', indicating S&P's
expectation of substantial (70% to 90%) recovery for lenders in
the event of a payment default.

At the same time, S&P affirmed its existing ratings on Affinion,
including the 'B+' corporate credit rating.  The rating outlook is
stable.

Affinion Group Inc. is the operating subsidiary of Affinion Group
Holdings Inc. The company plans to use loan proceeds to refinance
its existing credit facilities and provide cash to help fund
anticipated acquisitions.  The transaction will extend debt
maturities and reset financial covenants, while slightly
negatively affecting credit measures.  Pro forma total debt at
Affinion was $1.9 billion as of Dec. 31, 2009.

"The 'B+' corporate credit rating reflects S&P's concern about
membership attrition in many of Affinion's services, some affinity
partner concentration, competitive pressures in the membership
marketing business, and high debt leverage," said Standard &
Poor's credit analyst Hal Diamond.  "The company's leading
position in membership marketing, recurring revenue streams from
renewals, and positive discretionary cash flow are modest
positives that do not offset these risks."

Affinion is a direct marketer of membership, insurance, and credit
card ancillary services, primarily sold under the names of
affinity partner institutions, such as financial institutions and
retailers.  The company's top ten U.S. marketing partners
generated about 71% of U.S. membership revenue in 2009 and
represented 45% of total revenue.  This suggests some
concentration risk, but the actual risk is lower because Affinion
typically controls and retains the underlying existing retail
customer relationships.  The vast majority of its marketing
agreements allow the company to extend or renew memberships and to
bill and collect associated membership fees following any
termination.

Revenue declined in 2009, while EBITDA was roughly flat, as
increasing revenue per member and cost reductions offset member
attrition.  Average retail membership declined 5.6% in 2009, while
average revenue per member increased 3.5%, reflecting the shift to
higher-priced monthly memberships.  The EBITDA margin increased to
22.7% in 2009, from 22.1% in 2008.

Pro forma gross debt to EBITDA, adjusted for operating leases,
increases to 6.4x for 2009, from the actual level of 5.6x, due to
the overfunding of the refinancing with roughly $220 million in
incremental debt and cash.  Pro forma EBITDA coverage of interest
expense declines to 1.7x from 1.9x.  Conversion of EBITDA to
discretionary cash flow in 2009 increased to 14.8%, from 9.6% in
2008, primarily because of reduced working capital usage.  In
September 2009, the company elected its option to pay interest in
kind on its $279.4 million of holding company senior unsecured
term loan, resulting in a cash savings of $13 million.  S&P
anticipates that the conversion rate will improve further in 2011
should the company decide to continue to pay interest in kind on
this instrument until maturity on March 15, 2012.


AFFINITY GROUP: Three Directors Resign from Board
-------------------------------------------------
Affinity Group Holding Inc. said David Frith-Smith, J. Kevin
Gleason, George Pransky and Townsend C. Smith resigned from the
Board of Directors in order to reduce the size of the Board,
reduce expenses and streamline decision-making by the Board.

                    About Affinity Group

Affinity Group Holding, Inc., is a large member-based direct
marketing company, targeting North American recreational vehicle
owners and outdoor enthusiasts.  The company reported net revenue
of $506 million for the LTM period ended March 31, 2009.

At September 30, 2009, the Company had $230,111,000 in total
assets against $560,760,000 in total liabilities, resulting in
$330,649,000 in stockholders' deficit.  The September 30 balance
sheet showed strained liquidity: The Company had $117,673,000 in
total current assets against $291,986,000 in total current
liabilities.

Affinity Group carries a 'Caa1' long term corporate family rating
from Moody's and a 'CCC' issuer credit rating from Standard &
Poor's.


AGE REFINING: Court to Control Banker's Fees
--------------------------------------------
Bill Rochelle at Bloomberg News reports that Age Refining Inc.
filed an operating report for February showing a $2.7 million loss
before interest, taxes, depreciation and amortization on revenue
of $15.2 million.  The net loss for the month was $3.6 million.

According to the report, Age was given final authority last week
to hire an investment banker, although the bankruptcy judge
changed some of the terms of the engagement.  The banker, Global
Hunter Securities LLC, must have all its fees ultimately approved
by the bankruptcy judge and cannot be reimbursed for legal
expenses in negotiating the engagement or defending a fee
application, unless it comes out on top in the fee objection.

Age Refining Inc. obtained approval from the Bankruptcy Court to
commence a sale process for its business.  It has set an April 15
deadline for initial bids in order to select the stalking horse
bidder. Parties are to submit competing bids against the stalking
horse bidder by May 1, and an auction will be held May 5 if bids
are received.  The sale will be approved as part of the process of
confirming a Chapter 11 plan.

A syndicate of lenders led by JPMorgan Chase Bank, N.A., as
administrative agent, is providing the Debtor with $35 million of
financing to fund the Chapter 11 case.  The terms of the DIP
financing, however, requires a quick sale.  A plan is also
required by March 31.

                        About Age Refining

Age Refining, Inc., based in San Antonio, Texas, manufactures,
refines and markets jet fuels, diesel products, solvents and other
highly specialized fuels.  The Company's clients cover a variety
of sectors, including commercial, local municipalities and the
federal government.  Founded in 1991 by Al Gonzalez, AGE is a
family owned and operated business in the heart of the San Antonio
community.  Starting on a shoe-string budget and a bushel of
determination, AGE is proud to have posted over 22% growth per
year since 1991.

The Company filed for Chapter 11 bankruptcy protection on
February 8, 2010 (Bankr. W.D. Texas Case No. 10-50501).  Aaron
Michael Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E.
7Andrews, Esq., at Cox Smith Matthews Incorporated, assist the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.


ALOHA SPORTS: Files for Bankruptcy Protection in Hawaii
-------------------------------------------------------
Gene Park at Star Bulletin reports that Aloha Sports Inc.,
together with its parent company, ASI Acquisition, filed for
Chapter 11 bankruptcy protection in Hawaii.

Aloha Sports said it owes $266,674 to Mountain West Conference;
$207,159, University of Oregon; $195,212, ABS Sports Inc.; and
$166,869, Wake Forest University, report says.

Don Gelber, Esq., represents the Company in its restructuring
effort.

ASI Acquisition operated the Aloha, Oahu and Hula football bowl
games in Hawaii.  The Aloha Bowl was part of the NCAA bowl season
since 1982.  The Hawaii bowl game ceased to operate in 2000 after
dwindling attendance.  The Oahu Bowl became the Seattle Bowl and
was played in 2001 and 2002 but was not NCAA-certified in 2003.
The Aloha Bowl moved to San Francisco but was never certified.


AMBAC ASSURANCE: Moody's Places 'Caa2' IFSR on Review for Upgrade
-----------------------------------------------------------------
Moody's Investors Service has lowered the rating of the senior
unsecured debt of Ambac Financial Group Inc. to C from Ca, and
placed the Caa2 insurance financial strength ratings of Ambac
Assurance Corporation on review for possible upgrade.  Moody's
also placed the Caa2 IFSR for Ambac Assurance UK Limited (AUK) on
review with direction uncertain.

The rating actions may have implications for certain transactions
wrapped by AAC and AUK as discussed later in this press release.

                      Transaction Overview

The rating action was prompted by Ambac's announced restructuring.
AAC established a segregated account, containing AAC's most risky
exposures such as RMBS and Las Vegas Monorail.  The Office of the
Commissioner of Insurance of the State of Wisconsin (OCI), Ambac's
regulator, has placed the segregated account under rehabilitation.
AAC also entered into a non-binding agreement to commute all of
its remaining ABS CDOs.  These actions are expected to improve the
credit standing of AAC's senior unsecured policyholders by
settling the insurer's most risky exposures, and effectively
subordinating (via the segregated account) policyholders with
outstanding claims.  Moody's IFSR addresses senior policy
obligations residing within AAC's general account, but not the
now-subordinated segregated account claims.

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.  The secured note is
collateralized by installment premiums, reinsurance premiums and
certain recoveries related to the policies in the segregated
account.  All claims payments related to the segregated account
will be suspended, until the Segregated Account Rehabilitation
Plan is approved by the court.  The OCI indicated that the process
may take about six months.  The rehabilitation plan calls for the
future payment of claims out of the segregated account to be made
with a combination of cash and surplus notes.

Ambac also reached a non-binding agreement to settle ABS CDOs with
counterparties.  In exchange for the termination of the ABS CDO
obligations, AAC would pay the counterparties $2.6 billion in
cash, and $2 billion surplus notes issued by AAC.  The surplus
notes would have the same terms as the ones issued as part of the
rehabilitation plan.  Given the non-cash component of the payments
and the size of the payments compared to likely losses that would
have been sustained from these contracts, Moody's considers this
transaction to represent a distressed exchange.

            Rationale For Ambac Assurance Corporation

The review for upgrade of AAC's financial strength rating reflects
the enhanced credit profile of general account policyholders
following the group's restructuring.  Policies allocated to the
segregated account have been effectively subordinated to the
policies remaining in the general account, said Moody's.  The
general account's insured book contains mainly less risky public
finance securities, largely free of legacy risks, and appears to
be well supported by the corresponding claims paying resources
(such as loss reserves and unearned premiums) and surplus notes to
fund future reinsurance claims.  The surplus notes are
subordinated to general account's insurance claims.

Moody's said that the potential for upward rating movement is
tempered, however, by charges related to potential lawsuits and
AAC's inability to write new business before the full repayment of
the surplus notes.  During its review, Moody's will evaluate the
full impact of the restructuring on AAC's financial strength,
including the extent to which senior unsecured policyholders of
the general account are truly insulated from segregated account
losses.

Moody's believes that policies allocated to the segregated account
are no longer appropriately considered to be senior policyholder
obligations of AAC and that, consequently, Moody's insurance
financial strength rating for AAC would not apply to such
exposures.

             Rationale for Ambac Assurance Uk Limited

AUK has sent AAC notices of termination with respect to AUK's
reinsurance agreement (from AAC), but per Ambac's Form 8-K filing,
AAC does not believe that AUK has a right to terminate the
agreement.  AUK has demanded payment of unearned premium reserves,
loss reserves, contingency reserves and loss adjustment expense
reserves related to the reinsured policies, less ceding
commissions and certain adjustments.  Currently, the liabilities
of AAC under the AUK reinsurance agreement have been allocated to
the segregated account, and they are subject to the same payment
terms as the other obligations under the segregated account.

The review direction uncertain of AUK's Caa2 insurance financial
strength rating reflects the potential for AUK's financial profile
to either improve, if successful in its efforts to terminate the
reinsurance agreement and obtain cash in lieu of previously ceded
reserves.  The rating may be lowered if such efforts are
unsuccessful and its reinsurance protection becomes further
subordinated to AAC's general account policyholder claims.

             Rationale for Ambac Financial Group, Inc

The downgrade of Ambac Financial's senior debt rating to C, in
Moody's opinion, reflects the heightened risk of default and very
low ultimate recovery on the debt, whether through distressed
exchange or potential bankruptcy proceedings, due to the holding
company's modest cash position and limited financial flexibility.
In Moody's view, it is unlikely that the holding company will be
able to access operating company resources over a reasonable
timeframe to satisfy its obligations.

                Treatment of Wrapped Transactions

Moody's ratings on securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of these: a) the rating of the guarantor (if rated at
the investment grade level); or b) the published underlying rating
(and for structured securities, the published or unpublished
underlying rating).  Moody's approach to rating wrapped
transactions is outlined in Moody's special comment entitled
"Assignment of Wrapped Ratings When Financial Guarantor Falls
Below Investment Grade" (May, 2008); and Moody's November 10, 2008
announcement entitled "Moody's Modifies Approach to Rating
Structured Finance Securities Wrapped by Financial Guarantors".

In light of the rating actions, Moody's will position the ratings
of wrapped transactions remaining in AAC's general account, and
the ratings of transactions wrapped by AUK, according to these
criteria.  If the rating of AAC or AUK should subsequently move
back into the investment grade range, or if the agency should
subsequently publish the underlying rating, Moody's would
reinstate the rating to the wrapped instruments.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations and the rating agency believes
that policies allocated to the segregated account are no longer
senior obligations of Ambac Assurance Corporation.  As a result,
wrapped transactions allocated to the segregated account will be
rated at the published underlying rating (and for structured
securities, the published or unpublished underlying rating).

                      List of Rating Actions

These ratings actions have taken place:

* Ambac Assurance Corporation -- insurance financial strength to
  Caa2 on review for upgrade, from Caa2;

* Ambac Assurance UK Limited -- insurance financial strength to
  Caa2 on review with direction uncertain, from Caa2;

* Ambac Financial Group, Inc. -- senior unsecured debt to C, from
  Ca.

The last rating action related to Ambac was on July 29 , 2009,
when Moody's downgraded Ambac's financial strength ratings to Caa2
and Ambac Financial's ratings (senior debt to Ca).

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: Moody's Downgrades Senior Debt Rating to 'C'
-------------------------------------------------------------
Moody's Investors Service has lowered the rating of the senior
unsecured debt of Ambac Financial Group Inc. to C from Ca, and
placed the Caa2 insurance financial strength ratings of Ambac
Assurance Corporation on review for possible upgrade.  Moody's
also placed the Caa2 IFSR for Ambac Assurance UK Limited (AUK) on
review with direction uncertain.

The rating actions may have implications for certain transactions
wrapped by AAC and AUK as discussed later in this press release.

                      Transaction Overview

The rating action was prompted by Ambac's announced restructuring.
AAC established a segregated account, containing AAC's most risky
exposures such as RMBS and Las Vegas Monorail.  The Office of the
Commissioner of Insurance of the State of Wisconsin (OCI), Ambac's
regulator, has placed the segregated account under rehabilitation.
AAC also entered into a non-binding agreement to commute all of
its remaining ABS CDOs.  These actions are expected to improve the
credit standing of AAC's senior unsecured policyholders by
settling the insurer's most risky exposures, and effectively
subordinating (via the segregated account) policyholders with
outstanding claims.  Moody's IFSR addresses senior policy
obligations residing within AAC's general account, but not the
now-subordinated segregated account claims.

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.  The secured note is
collateralized by installment premiums, reinsurance premiums and
certain recoveries related to the policies in the segregated
account.  All claims payments related to the segregated account
will be suspended, until the Segregated Account Rehabilitation
Plan is approved by the court.  The OCI indicated that the process
may take about six months.  The rehabilitation plan calls for the
future payment of claims out of the segregated account to be made
with a combination of cash and surplus notes.

Ambac also reached a non-binding agreement to settle ABS CDOs with
counterparties.  In exchange for the termination of the ABS CDO
obligations, AAC would pay the counterparties $2.6 billion in
cash, and $2 billion surplus notes issued by AAC.  The surplus
notes would have the same terms as the ones issued as part of the
rehabilitation plan.  Given the non-cash component of the payments
and the size of the payments compared to likely losses that would
have been sustained from these contracts, Moody's considers this
transaction to represent a distressed exchange.

            Rationale For Ambac Assurance Corporation

The review for upgrade of AAC's financial strength rating reflects
the enhanced credit profile of general account policyholders
following the group's restructuring.  Policies allocated to the
segregated account have been effectively subordinated to the
policies remaining in the general account, said Moody's.  The
general account's insured book contains mainly less risky public
finance securities, largely free of legacy risks, and appears to
be well supported by the corresponding claims paying resources
(such as loss reserves and unearned premiums) and surplus notes to
fund future reinsurance claims.  The surplus notes are
subordinated to general account's insurance claims.

Moody's said that the potential for upward rating movement is
tempered, however, by charges related to potential lawsuits and
AAC's inability to write new business before the full repayment of
the surplus notes.  During its review, Moody's will evaluate the
full impact of the restructuring on AAC's financial strength,
including the extent to which senior unsecured policyholders of
the general account are truly insulated from segregated account
losses.

Moody's believes that policies allocated to the segregated account
are no longer appropriately considered to be senior policyholder
obligations of AAC and that, consequently, Moody's insurance
financial strength rating for AAC would not apply to such
exposures.

             Rationale for Ambac Assurance Uk Limited

AUK has sent AAC notices of termination with respect to AUK's
reinsurance agreement (from AAC), but per Ambac's Form 8-K filing,
AAC does not believe that AUK has a right to terminate the
agreement.  AUK has demanded payment of unearned premium reserves,
loss reserves, contingency reserves and loss adjustment expense
reserves related to the reinsured policies, less ceding
commissions and certain adjustments.  Currently, the liabilities
of AAC under the AUK reinsurance agreement have been allocated to
the segregated account, and they are subject to the same payment
terms as the other obligations under the segregated account.

The review direction uncertain of AUK's Caa2 insurance financial
strength rating reflects the potential for AUK's financial profile
to either improve, if successful in its efforts to terminate the
reinsurance agreement and obtain cash in lieu of previously ceded
reserves.  The rating may be lowered if such efforts are
unsuccessful and its reinsurance protection becomes further
subordinated to AAC's general account policyholder claims.

             Rationale for Ambac Financial Group, Inc

The downgrade of Ambac Financial's senior debt rating to C, in
Moody's opinion, reflects the heightened risk of default and very
low ultimate recovery on the debt, whether through distressed
exchange or potential bankruptcy proceedings, due to the holding
company's modest cash position and limited financial flexibility.
In Moody's view, it is unlikely that the holding company will be
able to access operating company resources over a reasonable
timeframe to satisfy its obligations.

                Treatment of Wrapped Transactions

Moody's ratings on securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of these: a) the rating of the guarantor (if rated at
the investment grade level); or b) the published underlying rating
(and for structured securities, the published or unpublished
underlying rating).  Moody's approach to rating wrapped
transactions is outlined in Moody's special comment entitled
"Assignment of Wrapped Ratings When Financial Guarantor Falls
Below Investment Grade" (May, 2008); and Moody's November 10, 2008
announcement entitled "Moody's Modifies Approach to Rating
Structured Finance Securities Wrapped by Financial Guarantors".

In light of the rating actions, Moody's will position the ratings
of wrapped transactions remaining in AAC's general account, and
the ratings of transactions wrapped by AUK, according to these
criteria.  If the rating of AAC or AUK should subsequently move
back into the investment grade range, or if the agency should
subsequently publish the underlying rating, Moody's would
reinstate the rating to the wrapped instruments.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations and the rating agency believes
that policies allocated to the segregated account are no longer
senior obligations of Ambac Assurance Corporation.  As a result,
wrapped transactions allocated to the segregated account will be
rated at the published underlying rating (and for structured
securities, the published or unpublished underlying rating).

                      List of Rating Actions

These ratings actions have taken place:

* Ambac Assurance Corporation -- insurance financial strength to
  Caa2 on review for upgrade, from Caa2;

* Ambac Assurance UK Limited -- insurance financial strength to
  Caa2 on review with direction uncertain, from Caa2;

* Ambac Financial Group, Inc. -- senior unsecured debt to C, from
  Ca.

The last rating action related to Ambac was on July 29 , 2009,
when Moody's downgraded Ambac's financial strength ratings to Caa2
and Ambac Financial's ratings (senior debt to Ca).

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.


ARES CAPITAL: Moody's Confirms 'Ba1' Rating with Stable Outlook
---------------------------------------------------------------
Moody's Investors Service confirmed Ares Capital Corporation's Ba1
issuer rating.  In a related action, Moody's upgraded Allied
Capital Corporation's issuer and senior unsecured ratings to Ba1
from B1.  All ratings have a stable outlook.  This concludes the
review of Ares and Allied begun on October 26, 2009, and continued
on January 28, 2010.

These rating actions follow Ares' and Allied's announcements that
their shareholders have approved Ares' acquisition of Allied in an
all stock transaction.  The companies plan to close the
transaction by April 1, 2010.  Over the past several months both
companies have taken actions to alleviate short term refinancing
risk and reduce leverage -- two risks that Moody's had highlighted
when it initiated the ratings review.  As a result, Moody's
expects the combined company will achieve its targeted debt to
equity ratio of 0.65 times to 0.75 times (this is equivalent to an
asset coverage ratio of approximately 230% to 250%) at closing.

Allied has deleveraged substantially by selling investment
portfolio assets and pre-paying debt.  Allied reduced its debt by
$815 million, or 45%, between June 30, 2009, and January 29, 2010,
increasing asset coverage ratio above 200% (based on December 31,
2009 investment portfolio valuations).  The company has prepaid
all 2010 maturities.

Ares, in two separate offerings, has raised $387 million of common
equity.  Also, Ares recently increased the capacity of its bank
facilities to $1 billion on a stand-alone basis and extended their
maturity to January 2013.

The combination of these actions mitigate the concerns that
Moody's had earlier expressed, and support the Ba1 rating outcome.

Supporting the stable outlook is Moody's view that Allied's
portfolio poses less risk of write-downs post closing.  This is
due to the fact that Allied's investment portfolio, although of
extremely poor quality, has not deteriorated further in the past
two quarters, was valued at 58% of cost at December 31, 2009, and
it will likely be written-down further through purchase
accounting.  Also, Ares' investment portfolio has shown quality
improvement over the past two quarters.

Ares' rating could come under negative pressure if the company
increases its leverage from current levels or if its investment
portfolio displays significant deterioration from current levels.
Positive pressure could result if Ares maintains an asset coverage
ratio of 250% and reduces the encumbrance of its investment
portfolio to less than 50%.

The last rating action on Ares and Allied was on January 28, 2010,
when Moody's continued the review for downgrade on Ares and the
review for upgrade on Allied.

Ares Capital Corporation is based in New York and reported total
assets of $2.3 billion at December 31, 2009.  Allied Capital
Corporation is based in Washington DC and reported total assets of
$2.7 billion at December 31, 2009.

Upgrades:

Issuer: Allied Capital Corporation

  -- Issuer Rating, Upgraded to Ba1 from B1

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1 from
     B1

Outlook Actions:

Issuer: Allied Capital Corporation

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Ares Capital Corporation

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: Ares Capital Corporation

  -- Issuer Rating, Confirmed at Ba1


AMERICAN RACING: Cancels Registration of Common Stock
-----------------------------------------------------
American Racing Capital, Inc., filed with the Securities and
Exchange Commission a Form 15-12G to terminate the registration of
its common stock.

American Racing Capital's last filing with the SEC was on July 1,
2008 -- an amendment to the Company's report for the Quarterly
Period Ended March 31, 2008.  At March 31, 2008, the Company had
total assets of $1,824,698 against total liabilities, all current,
of $2,253,232, resulting in stockholders' deficit of $1,231,836.

Las Vegas, Nevada-based Moore & Associates, Chartered, said in its
June 24, 2008 report that there is substantial doubt about the
Company's ability to continue as a going concern.  The Company has
acknowledged the auditor's adverse opinion and indicated in its
March 2008 report that "In order to continue as a going concern
and achieve a profitable level of operations, the Company will
need, among other things, to raise additional capital resources
and to develop a consistent source of revenues.  Management's
plans include raising additional operating funds from private
placements of shares of its common stock."

The Company had said its plan of operations seeks to integrate
race track design and development operations with a professional
racing team and a national driving school network to leverage the
popularity and growth of the motor sports industry.  In the March
2008 report, the Company said that, for the next 12 months, it
anticipates that it will need $2,500,000 for general working
capital purposes, including funds for event and administrative
operations, in addition to funding necessary to acquire and
develop race track projects.  The Company said it would seek debt
financing to launch any new race track projects and will seek
equity funding or a combination of debt/equity financing for
operations.


AUGUSTA APARTMENTS: Has Access to Cash Collateral Until April 26
----------------------------------------------------------------
The Hon. Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia, in a second interim order,
authorized Augusta Apartments, LLP, to use the cash collateral of
PNC Bank, National Association until April 26, 2010

A further hearing on the Debtor's continued use of cash collateral
is scheduled for April 26, 2010.

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

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant PNC (a) replacement security
interests and liens in and on all of the Debtor's assets, subject
to the carve out; (b) superpriority administrative claim status;
and (c) adequate protection payments.

The Debtor will also pay all insurance premiums necessary to
maintain adequate insurance coverage on all of Debtor's assets and
will pay all withholding taxes and all other taxes assessed
against the Debtor as and when due.

The Debtor is represented by:

     Robert O. Lampl, Esq.
     960 Penn Avenue, Suite 1200
     Pittsburgh, PA 15222
     Fax: (412) 392-0330
     Email: rol@lampllaw.com

                      About Augusta Apartments

Morgantown, West Virginia-based Augusta Apartments, LLC, filed for
Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. N.D.
W.Va. Case No. 10-00303).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


AUGUSTA APARTMENTS: U.S. Trustee Unable to Form Creditors Panel
---------------------------------------------------------------
The Office of the U.S. Trustee for Region 4 notified the U.S.
Bankruptcy Court for the Northern District of West Virginia that
it was unable to appoint an official committee of unsecured
creditors in the Chapter 11 case of Augusta Apartments, LLP.

The U.S. Trustee said that there were insufficient indications of
willingness from the unsecured creditors to serve on the
Committee.

Morgantown, West Virginia-based Augusta Apartments, LLC, filed for
Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. N.D.
W.Va. Case No. 10-00303).  Robert O. Lampl, Esq., at Robert O
Lampl Law Office, assists the Company in its restructuring
efforts.  The Company estimated its assets and debts at
$10,000,001 to $50,000,000 as of the Petition Date.


AUGUSTA APARTMENTS: Files List of Largest Unsecured Creditors
-------------------------------------------------------------
Augusta Apartments, LLP, filed with the U.S. Bankruptcy Court for
the Northern District of West Virginia a list of its largest
unsecured creditors.

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

Morgantown, West Virginia-based Augusta Apartments, LLC, filed for
Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. N.D.
W.Va. Case No. 10-00303).  Robert O. Lampl, Esq., at Robert O
Lampl Law Office, assists the Company in its restructuring
efforts.  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.


BIGLER LP: Plan Uncertain If Able to Pay Unsecured Creditors
------------------------------------------------------------
Bigler LP filed with the U.S. Bankruptcy Court for the Southern
District of Texas a Disclosure Statement explaining its Plan of
Liquidation.

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan constitutes a
single plan of liquidation for all Debtors.  Upon the effective
date, all assets not subject to the sale will be transferred to a
liquidating trust.  The liquidating trust will administered by the
liquidating trustee, will be making the distribution provided by
the Plan.

With the assistance of their financial advisor, Parkman Whaling,
LLC, the Debtors marketed the sale of substantially all of their
assets, consistent with the terms of their DIP loan with Amegy
Bank.

The Plan contemplates making payments to allowed claims pursuant
to priorities set forth in the Plan, to the extent that any trust
assets remain.  It is uncertain what unsecured creditors will
receive, if anything, after the proposed sale, and the liquidating
trust's review, initiation, and prosecution of causes of action.

Under the Plan, all cash necessary for the liquidating trust to
make distributions pursuant to the Plan will be obtained from the
trust assets, including the sale proceeds.

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

The Debtor is represented by:

     Henry J. Kaim
     Mark W. Wege
     Edward L. Ripley
     King & Spalding LLP
     1100 Louisiana, Suite 4000
     Houston, TX 77002

                          About Bigler LP

Houston-based Bigler LP is a diversified petrochemical producer.
Bigler has production and storage facilities on 271 acres on the
Houston Ship Channel.

Bigler filed for Chapter 11 reorganization on Oct. 30 in Houston
(Bankr S.D. Tex. Case No. 09-38188).  The petition listed assets
of $233 million against debt totaling $151 million.  Liabilities
include $67 million owed to secured lender Amegy Bank NA, which
has a lien on all assets.

Secured lender Amegy Bank is represented by Porter & Hedges LLP.


BIO-KEY INTERNATIONAL: Reports $4.7 Million Net Income in 2009
--------------------------------------------------------------
BIO-key International, Inc., filed its annual report on Form 10-K,
showing net income of $4.7 million on $2.4 million of revenue for
2009, compared to net income of $119,179 on $3.4 million of
revenue for 2008.  Operating loss was $2.5 million in 2009,
compared to an operating loss of $1.7 million in 2008.

The significant increase in year over year net income is
attributable to a $4.5 million gain, net of expected tax, on
disposal of the Law Enforcement Division.

The Company's balance sheet as of December 31, 2009, showed
$6.1 million in assets, $2.4 million of debts, $2.6 million of
preferred stock, and $1.1 million of stockholders' equity.

CCR LLP, in Westborough, Mass., expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that of the Company's substantial net
losses in recent years and accumulated deficit at December 31,
2009.

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

               http://researcharchives.com/t/s?5c92

Wall, N.J.-based  BIO-key International, Inc. (OTC BB: BKYI)
-- http://www.bio-key.com/-- develops and markets advanced
fingerprint identification biometric technology and software
solutions.


BIOVEST INT'L: Laurus Master Fund Holds 9.99% of Shares
-------------------------------------------------------
Russell Smith, the Joint Official Liquidator for the account of
Laurus Master Fund, Ltd., disclosed that as of December 31, 2009,
the fund may be deemed to beneficially own 10,826,822 shares or
roughly 9.99% of the Common Stock of Biovest International, Inc.

The shares are also deemed held by PSource Structured Debt
Limited, Laurus Capital Management, LLC, Valens U.S. SPV I, LLC,
Valens Offshore SPV I, Ltd., Valens Capital Management, LLC, Chris
Johnson, Russell Smith, Eugene Grin and David Grin.

Chris Johnson, Russell Smith, Eugene Grin and David Grin are
affiliated with Johnson Smith Associates Ltd. in Grand Cayman,
Cayman Islands.

Based in Tampa, Florida, Biovest International Inc. (Other OTC:
BVTI) -- http://www.biovest.com/-- is a pioneer in the
development of advanced individualized immunotherapies for life-
threatening cancers of the blood system.  Biovest is a majority-
owned subsidiary of Accentia Biopharmaceuticals Inc., with its
remaining shares publicly traded.

Biovest filed for Chapter 11 bankruptcy protection on November 10,
2008 (Bankr. M.D. Fla. Case No. 08-17796).


BLOCKBUSTER INC: OKs Slate of Director Nominees for Submission
--------------------------------------------------------------
Blockbuster Inc. provided information regarding its upcoming
annual stockholders' meeting, which is scheduled to be held in
Dallas, Texas, on Wednesday, May 26, 2010, at 10 a.m. Central
Time.

The Blockbuster Board of Directors has approved a slate of
director nominees for submission to the Company's stockholders at
its 2010 annual meeting.  The nominees include existing directors:
Edward Bleier, James W. Crystal, Gary Fernandes, Jules Haimovitz,
James W. Keyes and Strauss Zelnick as well as new nominee Joseph
J. Fitzsimmons.  Director Robert Bowman notified the Company he
will not stand for reelection at the annual stockholders' meeting.
Bowman, who, in addition to being Chief Executive Officer of
MLB.com, serves as a director on several boards, cited other
commitments as the reason for his decision not to stand for
reelection.

"We believe the nominees approved by the Board of Directors will
provide Blockbuster with the continuity and expertise necessary to
continue our transformation into a multi-channel provider of media
entertainment," stated Jim Keyes, Chairman and Chief Executive
Officer of Blockbuster Inc.  "On behalf of Blockbuster's key
stakeholders, I want to thank Bob for his service and many
significant contributions to the Company's Board.  Bob's
leadership and focus on Blockbuster's long-term opportunities have
played an integral role in the Company's transformation.  We wish
him continued success."

Blockbuster's annual stockholders' meeting will take place at
Renaissance Tower, 1201 Elm Street 42nd floor.  Items to be voted
upon at the meeting include the following:

    * Election of the 2010 slate of Directors;
    * Ratification of the appointment of PriceWaterhouseCoopers
      LLC to serve as independent accountants for fiscal 2010;
    * Combination of Class A common stock and Class B common stock
      into a single class, and approval to execute a reverse stock
      split.

The Company also reported that it has been notified by the New
York Stock Exchange that its average global market capitalization
had fallen below $75 million over a 30 trading-day period.  Under
applicable NYSE rules, the Company has 45 calendar days to submit
a plan to the NYSE that demonstrates its ability to achieve
compliance with the continued listing standards within 18 months.

Keyes concluded, "We intend to promptly submit a plan to the NYSE,
which will outline the proactive steps we plan to take to remedy
the Company's non-compliance by September of 2011."

Stockholders will be able to review detailed biographies of all
the Blockbuster Board of Director nominees and other information
pertaining to its 2010 annual stockholders' meeting and proposals
within the Company's proxy statement, which is expected to be
filed with the U.S. Securities and Exchange Commission ("SEC") on
or about April 16, 2010.  Upon filing with the SEC, the Company's
Definitive Proxy Statement on Form 14-A will be available, free of
charge, at either http://www.sec.govor
http://investor.blockbuster.com.

                      About Blockbuster Inc.

Dallas-Tex.-based Blockbuster Inc. is a leading global provider of
rental and retail movie and game entertainment, with over 6,500
stores in the United States, its territories and 17 other
countries as of January 3, 2010.

                        *     *     *

As reported in the Troubled Company Reporter on March 22, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas-based Blockbuster Inc. to 'CC' from 'CCC'.  The
'CC' rating indicates that, in S&P's opinion, Blockbuster is
highly vulnerable to default.  The outlook is negative.


BLUE HERON: Gets Final OK to Access Wells Fargo's Cash Collateral
-----------------------------------------------------------------
The Hon. Randall L. Dunn of the of the U.S. Bankruptcy Court for
the District of Oregon, in a final order, authorized Blue Heron
Paper Company to use Wells Fargo Bank, National Association's cash
collateral.

The Debtor would use the cash for the maintenance and preservation
of its property for the benefit of all creditors, for the
operation of its business, and for payment of the expenses
attendant thereto.

The authority of the Debtor to use cash collateral will terminate
at 11:59 p.m., Portland time, on December 31, 2010, or upon the
occurrence of a termination event.

As reported in the Troubled Company Reporter on January 14, 2010,
the Debtor owed Wells Fargo $14.54 million pursuant to the terms
of a Credit and Security Agreement dated as of December 30, 2003,
as amended.  The debt consists of $12.2 million of revolving
credit advances and $2.325 million of unamortized principal under
a machinery and equipment note, plus fees, costs and interest.

The Debtor said that the use of cash collateral will not harm its
primary lender, Wells Fargo, because (i) the Bank is protected by
a generous equity cushion and (ii) if for any reason Blue Heron
cannot reorganize, its use of cash collateral will result in a
large net increase in the liquidation value of the Bank's other
collateral.  The Debtor will provide further adequate protection
to the Bank in the form of a replacement lien on postpetition
inventory and accounts.  The Debtor said that the Bank is the only
party with an interest in the estate's cash.

The Debtor is represented by:

     Robert J. Vanden Bos
     Vanden Bos & Chapman, LLP
     319 SW Washington Street, Suite 520
     Portland, OR 97204
     Tel: (503) 241-4869
     Fax: (503) 241-3731
     Email: bob@vbcattorneys.com

                          About Blue Heron

Oregon City, Oregon-based Blue Heron Paper Company filed for
Chapter 11 bankruptcy protection on December 31, 2009 (Bankr. D.
Ore. Case No. 09-40921).  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


BLUE HERON: Creditors Have Until May 3 to File Proofs of Claim
--------------------------------------------------------------
The Hon. Randall L. Dunn of the U.S. Bankruptcy Court for the
District of Oregon has established May 3, 2010, as the deadline
for any individual or entity to file proofs of claim against Blue
Heron Paper Company.

Proofs of claim must be filed with Clerk of the Bankruptcy Court,
1001 SW 5th Ave. No. 700, Portland, Oregon.

Claimants must serve a copy of the claim to (a) the Debtor's
counsel, Brandy A. Sargent, Stoel Rives LLP, 900 SW Fifth Ave.,
Suite 2600, Portland, Oregon; and (b) counsel for the Creditors
Committee, Marc L. Barreca, K&L Gates, 925 Fourth Ave., Suite
2900, Seattle, Washington.

Oregon City, Oregon-based Blue Heron Paper Company filed for
Chapter 11 bankruptcy protection on December 31, 2009 (Bankr. D.
Ore. Case No. 09-40921).  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


BOSQUE POWER: Moody's Withdraws 'Caa2' Rating on Senior Loan
------------------------------------------------------------
Moody's Investors Service has withdrawn the rating on Bosque Power
Company, LLC's senior secured credit facilities.  The rating has
been withdrawn because the issuer has entered bankruptcy and
Moody's believes it lacks adequate information to assess expected
recovery value and to maintain a rating.

The last rating action on the company was on January 22, 2010,
when it was downgraded to Caa2.

Bosque Power Company, LLC, is a special purpose entity whose sole
asset is the Bosque generating facility, which is located in
Laguna Park, Texas and dispatches into the ERCOT North zone.  The
facility consists of two combined cycle gas turbines with an
aggregate generating capacity of approximately 800 MW.  Bosque is
97.85% owned by Arcapita, a private equity firm, and its
affiliates and 2.15% by Fulcrum Power Services, an energy services
and investment company.  Until recently, Fulcrum also served as
asset and energy manager for the project, roles that are now being
fulfilled by PurEnergy Management Services, LLC, a specialist in
distressed energy asset services and project workouts
headquartered in Syracuse, NY.


BOSQUE POWER: S&P Drops Sr. Debt Rating to 'D' on Ch. 11 Filing
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
U.S. electricity generator Bosque Power Co. LLC's senior debt to
'D' from 'B'.

Bosque filed for bankruptcy on March 24, 2010, in the U.S.
Bankruptcy Court of the Western district of Texas.

On Jan. 16, 2008, the project issued $412.5 million (about
$400 million outstanding) of senior secured debt facilities.  The
facilities consist of a five-year, $25 million senior secured
revolving credit facility due January 2013 and a seven-year,
$387.5 million senior secured term facility due January 2015.  The
term facility includes $203 million for construction-related
expenses and $65 million to cash-collateralize letters of credit
Bosque uses to secure its commitments under gas contracts.

The '3' recovery rating on the debt indicates S&P's expectation of
meaningful (50% to 70%) recovery of principal in a default
scenario.

The project issued the debt in 2008 in part to fund the conversion
of Units 1 and 2 into a single combined-cycle unit.  Construction
delays caused Bosque to postpone the planned completion date of
this unit to about October 2009 from May 2009.  A third combined-
cycle unit continued to operate during construction.

"On Jan. 22, 2010, S&P placed the rating on CreditWatch with
negative implications after the project failed to enter into a
long-term hedge agreement by Jan. 16, 2010, as required by its
Jan. 16, 2008 senior credit agreement," said Standard & Poor's
credit analyst Matthew Hobby.

The long-term hedge agreement had to result in pro forma
projections that complied with financial covenants, including 6x
leverage and 1.4x interest coverage, beginning in late 2010.  The
leverage ratio at Sept. 30, 2009 was 18x.  Under the credit
agreement, if the project did not comply with the covenant to
enter into the hedge agreement within 30 days (or 90 days if it
was working diligently to comply) then the failure would become an
event of default.  Remedies following such an event of default
included acceleration of all or a portion of the debt, at the
discretion of the holders of more than 50% of the senior debt.


BRENTWOOD APARTMENTS: Has Until May 10 to Propose Chapter 11 Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
directed Brentwood Apartments Tampa, LLC, to file a Chapter 11
Plan & Disclosure Statement by May 10, 2010.

Tampa, Florida-based Brentwood Apartments Tampa, LLC, aka
Brentwood Apartments, filed for Chapter 11 bankruptcy protection
on February 17, 2010 (Bankr. M.D. Fla. Case No. 10-03334).  Scott
A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.

The Debtor's affiliates -- Brookside Tampa, LLC; Palma Ceia
Apartments, LLC; River Park Naples Limited Partnership; and The
RSG Family Limited Partnership-Gordon River -- filed separate
Chapter 11 petition December 15, 2009.


BRENTWOOD APARTMENTS: Taps Stichter Riedel as Bankruptcy Counsel
----------------------------------------------------------------
Brentwood Apartments Tampa, LLC, asks the U.S. Bankruptcy Court
for the Middle District of Florida for permission to employ
Stichter, Riedel, Blain & Prosser as counsel.

Stichter Riedel will, among other things:

   a. render legal advice with respect to the Debtor's powers and
      duties as a debtor-in-possession, the continued operation of
      the Debtor's business, and the management of its property;

   b. prepare on behalf of the Debtor necessary motions,
      applications, orders, reports, pleadings, and other legal
      papers; and

   c. appear before the Bankruptcy Court, any appellate courts,
      and the U.S. Trustee to represent and protect the interests
      of the Debtor.

The Debtor will compensate Stichter Riedel on an hourly basis in
accordance with Stichter Riedel's ordinary and customary rates.
The court document did not disclose the hourly rates of Stichter
Riedel's pesonnel.

To the best of the Debtor's knowledge, Stichter Riedel is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Stichter, Riedel, Blain & Prosser
     110 E. Madison Street, Suite 200
     Tampa, FL 33602-4700
     Tel: (813) 229-0144
     Fax: (813) 229-1811
     E-mail: sstichter.ecf@srbp.com

                     About Brentwood Apartments

Tampa, Florida-based Brentwood Apartments Tampa, LLC, aka
Brentwood Apartments, filed for Chapter 11 bankruptcy protection
on February 17, 2010 (Bankr. M.D. Fla. Case No. 10-03334). The
Company estimated its assets and debts at $10,000,001 to
$50,000,000.

The Debtor's affiliates -- Brookside Tampa, LLC; Palma Ceia
Apartments, LLC; River Park Naples Limited Partnership; and The
RSG Family Limited Partnership-Gordon River -- filed separate
Chapter 11 petition December 15, 2009.


BRENTWOOD APARTMENTS: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Brentwood Apartments Tampa, LLC, filed with the U.S. Bankruptcy
Court for the Middle District of Florida its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $7,147,300
  B. Personal Property              $207,679
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,707,331
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $658,367
                                 -----------      -----------
        TOTAL                     $7,354,979      $10,365,698

Tampa, Florida-based Brentwood Apartments Tampa, LLC, aka
Brentwood Apartments, filed for Chapter 11 bankruptcy protection
on February 17, 2010 (Bankr. M.D. Fla. Case No. 10-03334).  Scott
A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.

The Debtor's affiliates -- Brookside Tampa, LLC; Palma Ceia
Apartments, LLC; River Park Naples Limited Partnership; and The
RSG Family Limited Partnership-Gordon River -- filed separate
Chapter 11 petition December 15, 2009.


BROSSIER CO: Files for Chapter 11 Bankruptcy to Avert Foreclosure
-----------------------------------------------------------------
Anjali Fluker, staff writer at Business Journal of Orlando,
reports that Brossier Co. LLC filed for Chapter 11 bankruptcy in
the U.S. Bankruptcy Court for the Southern District of New York.

Brossier sought bankruptcy protection to avert a foreclosure sale
sought by mortgage holder Mercantile Bank, which is owed
$8.2 million.

The Company said it is required to file a statement of financial
affairs and list of 20 largest unsecured creditors by April 9,
2010, and plan of reorganization by July 26, 2010, report says.

Attorneys at Rosenberg, Musso & Weiner LLP represent the Company
in its restructuring effort.

Brossier Co. is a property developer.


BUFFET INC: Moody's Affirms 'Caa1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Buffet, Inc.'s
proposed $250 million first lien term loan due 2015.  In addition,
Moody's affirmed the company's Caa1 Corporate Family Rating and
Caa1 Probability of Default Rating.  The outlook is changed to
negative from stable.

Proceeds from the new term loan will be used to re-finance
Buffet's existing $117.5 million ($75 million outstanding) senior
secured 1st lien term loan and $180 million ($163 million
outstanding) senior secured 2nd lien term loan.  As is customary,
ratings are subject to receipt of final documentation.

"The affirmation of Buffet's Caa1 Corporate Family Rating reflects
the company's high leverage and weak interest coverage and the
lack of an alternate source of liquidity." stated Bill Fahy,
Senior Analyst.  "The ratings also acknowledge Buffet's continuing
poor operating performance as well as weak consumer demand trends
in the casual dining segment that will continue to pressure
Buffet's earnings and cash flow" stated Fahy.

The negative outlook reflects Moody's view that weak consumer
spending trends will continue to pressure Buffet's operating
performance, which could cause debt protection metrics to remain
weak for an extended period and as a result be inconsistent with
its current ratings.

New rating assigned:

  -- $250 million senior secured 1st lien term loan due 2015 rated
     B3 (LGD 3, 35%)

Current ratings affirmed are;

  -- Corporate Family Rating of Caa1

  -- Probability of Default Rating of Caa1

  -- $120 million senior secured 1st lien term loan due 2012,
     rated B1 (LGD 2, 15%)

The last rating action on Buffets, Inc, occurred on April 3, 2009,
when Moody's assigned a Caa1 CFR and PDR and a stable outlook.

Buffet, Inc., owns, operates, and franchises buffet style family
restaurants.  Annual revenues are approximately $1.3 billion.


CALVIN WHITE: Committee Taps Southwell & O'Rourke as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Calvin G. White and Janae B. White asks the U.S.
Bankruptcy Court for the Eastern District of Washington for
permission to employ Southwell & O'Rourke, P.S. as its counsel.

Southwell & O'Rourke will provide legal advice to the Committee
relating to its rights and duties in the Chapter 11 proceedings.

The Committee relates that Dan O'Rourke will be paid $325 per hour
and Kevin O'Rourke will be paid $250 per hour, plus actual
expenses incurred.  These amounts will be paid by the Chapter 11
estate.

To the best of the Committee's knowledge, Southwell & O'Rourke is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

The firm can be reached at:

     Southwell & O'Rourke, P.S.
     Suite 960, Paulsen Center
     West 421 Riverside avenue
     Spokane, WA 99201
     Tel: (509) 624-0159

Wenatchee, Washington-based Calvin G. White filed for Chapter 11
bankruptcy protection on January 29, 2010 (Bankr. E.D. Wash. Case
No. 10-00453).  Allan L. Galbraith, Esq., at Davis Arneil Law Firm
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.


CALVIN WHITE: U.S. Trustee Appoints 3-Member Creditors Committee
----------------------------------------------------------------
Robert D. Miller, Jr., Acting United States Trustee for Region 18,
appointed three members to the official committee of unsecured
creditors in the Chapter 11 case of Calvin G. White and Janae B.
White.

The Creditors Committee members are:

1. Numerica Credit Union
   Attn: Scott Walker
   P.O. Box 4000
   Spokane Valley, WA 99037
   Tel: (509) 343-7862

2. James M. Coley
   7704 N. Bruce Rd.
   Spokane, WA 99217
   Tel: (509) 434-9837

3. Diane Pooley
   3666 Scotch Pine Lane No. 2
   Coeur d'Alene, ID 83815
   Tel: (208) 666-9461

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Wenatchee, Washington-based Calvin G. White filed for Chapter 11
bankruptcy protection on January 29, 2010 (Bankr. E.D. Wash. Case
No. 10-00453).  Allan L. Galbraith, Esq., at Davis Arneil Law Firm
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.


CALVIN WHITE: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Calvin G. White and Janae B. White filed with the U.S. Bankruptcy
Court for the Eastern District of Washington its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property              $639,479
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                    $4,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $859,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,356,611
                                 -----------      -----------
        TOTAL                       $639,479       $2,219,611

Wenatchee, Washington-based Calvin G. White filed for Chapter 11
bankruptcy protection on January 29, 2010 (Bankr. E.D. Wash. Case
No. 10-00453).  Allan L. Galbraith, Esq., at Davis Arneil Law Firm
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.


CAMP COOLEY: Has Until April 8 to Propose Reorganization Plan
-------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas extended Camp Cooley Ltd.'s exclusive
period to file a Disclosure Statement and Plan of Reorganization
until April 8, 2010.

The Debtor is represented by:

     R. Glen Ayers, Jr.
     Langley & Banack, Inc.
     745 E. Mulberry, Suite 900
     San Antonio, TX 78212
     Tel: (210) 736-6600
     Fax: (210) 735-6889

Franklin, Texas-based Camp Cooley Ltd. operates an agricultural
and farming business.  The Company filed for Chapter 11 bankruptcy
protection on November 8, 2009 (Bankr. W.D. Tex. Case No. 09-
61311).  R. Glen Ayers Jr., Esq., at Langley and Banack, Inc.,
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.


CAROLINA CARGO: Returns to Chapter 11
-------------------------------------
Bill Rochelle at Bloomberg News reports that Carolina Cargo Inc.
of Rock Hill filed for Chapter 11 on March 23 in Spartanburg,
South Carolina (Bankr. D. S.C. Case No. 10-02054).  The Company
blamed the filing on the recession and the ensuing decline in
revenue.

The Company disclosed assets and liabilities of $4.18 million and
$11 million respectively. Secured debt aggregates $8.9 million.

Carolina Cargo Inc. is a coast-to-coast trucking company.  It
filed its first Chapter 11 petition in May 2007 (Bankr. D. S.C.
Case No. 07-02797) and confirmed a reorganization plan in June
2008.


CENTRAL PARKING: Moody's Downgrades Corp. Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded to B3 from B2 the Corporate
Family Rating, Probability of Default Rating, and second lien term
loan rating of Central Parking Corporation.  Concurrently, the
first lien credit facility rating was lowered to Ba3 from Ba2 and
the ratings outlook was changed to negative from stable.

This rating action reflects revenue and operating results that
continue to trend below expectations, largely a result of the
negative impact that high unemployment rates have on the demand
for parking.  Moody's does not expect unemployment in the US to
rebound materially over the medium term, and cost cutting and
operational initiatives undertaken by management have only partly
offset negative 'same store' volume trends in CPC's leased
properties.  On a Moody's lease-adjusted basis, financial leverage
was about 6 times at December 31, 2009 and is expected to remain
near this level over the medium term.  Nonetheless, the B3 rating
is supported by the relative stability of CPC's managed property
contracts, which represent a substantial portion of consolidated
earnings, and about $80 million of permanent debt reduction since
the 2007 leveraged buyout.  Additionally, CPC's liquidity profile
has improved subsequent to a covenant amendment obtained in
December 2009 and Moody's expects liquidity to remain adequate
over the near term.

The B3 rating and negative outlook further reflect uncertainty
regarding the refinancing of an unrestricted subsidiary's debt due
on June 1, 2010.  PropCo is a special purpose entity and CPC's
debt contains no cross-default provisions in the event of a PropCo
default.  However, CPC maintains certain risks related to PropCo,
including potential tax and legal risks.  PropCo has the option to
extend the maturity of its debt for up to two years if certain
tests are met; additionally, reported property values are well in
excess of the subsidiary's debt.  Nonetheless, the commercial real
estate market remains weak and PropCo's debt may need to be
refinanced or extended even further than current provisions allow.

Moody's downgraded these ratings:

* $60 million (previously $80 million) first lien revolving credit
  facility due May 2013, to Ba3 (LGD2/16%) from Ba2 (LGD2/ 20%)

* $152 million (previously $235 million) first lien term loan due
  May 2014, to Ba3 (LGD2/16%) from Ba2 (LGD2/ 20%)

* $55 million first lien synthetic letter of credit facility due
  May 2014, to Ba3 (LGD2/16%) from Ba2 (LGD2/ 20%)

* $50 million second lien term loan due November 2014, to B3
  (LGD3/46%) from B2 (LGD4/53%)

* Corporate Family Rating, to B3 from B2

* Probability of Default Rating, to B3 from B2

The previous rating action by Moody's on CPC occurred on May 24,
2007, when, upon close of the proposed leveraged buyout, Moody's
converted provisional ratings to definitive ratings.

Central Parking Corporation, headquartered in Nashville,
Tennessee, is a leading provider of parking management.  Reported
revenues for the twelve month period ended December 31, 2009,
excluding certain reimbursed contract expenses, were about
$500 million.


CHAPARRAL ENERGY: CCMP to Invest $345-Mil. to Buy Stake
-------------------------------------------------------
Chaparral Energy Inc. entered into a definitive agreement under
which CCMP will invest $345 million to acquire a significant
ownership stake in the Company.

Since its inception in 1988, Chaparral has increased reserves and
production by acquiring and enhancing properties in its core areas
of the Mid-Continent and the Permian Basin.  Beginning in 2000,
the Company expanded its geographic focus to include Ark-La-Tex,
North Texas, the Gulf Coast and the Rocky Mountains.  Chaparral is
a growing energy company known for its expertise in conventional,
unconventional, and enhanced oil recovery projects in the Mid-
Continent and Permian Basin.

"We are extremely pleased to be partnering with CCMP," said Mark
Fischer, Chairman and CEO of Chaparral. "With its extensive
experience investing in leading energy companies, we believe CCMP
is the ideal partner to take us to the next level.  CCMP's
exceptional operating resources will allow us to sustain our
growth through a balanced program of acquisitions, exploitation,
development and exploration."

Christopher Behrens, Managing Director of CCMP, said, "We are
excited to have the opportunity to partner with an outstanding
management team with a proven track record of success.  Chaparral
has a solid core asset base in regions with attractive unit
economics."

Karl Kurz, Managing Director of CCMP, said, "Chaparral has a
successful operating model and Mark Fischer has built a solid
platform that we believe will enable the Company to execute on a
number of available growth opportunities."

CCMP's founders have invested in energy companies since 1990.
Selected energy investments include Bear Paw Energy, Bill Barrett
Corporation, Brand Energy and Infrastructure Services, Carrizo Oil
and Gas, Encore Acquisition Company, Latigo Petroleum, Patina Oil
and Gas, and Vetco International.

Chaparral's financial advisors were Capital One Southcoast and
Morgan Stanley.  Legal counsel to Chaparral was McAfee & Taft.
CCMP's financial advisor was RBC Richardson Barr and legal advisor
was Latham & Watkins.

A full-text copy of the company's stock purchase agreement is
available for free at http://ResearchArchives.com/t/s?5c8a

Oklahoma City, Oklahoma-based Chaparral Energy, Inc. is an
independent oil and natural gas company engaged in the production,
acquisition and exploitation of oil and natural gas properties.
Its areas of operation include the Mid-Continent, Permian Basin,
Gulf Coast, Ark-La-Tex, North Texas and the Rocky Mountains.  The
company -- http://www.chaparralenergy.com/-- maintains a
portfolio of proved reserves, development and exploratory drilling
opportunities, and enhanced oil recovery (EOR) projects.  As of
Dec. 31, 2007, Chaparral had estimated proved reserves of
987 billion cubic feet of natural gas equivalent (Bcfe).  Its
reserves were 65% proved developed and 60% crude oil.  The company
also had an average daily production of 111.3 million cubic feet
of natural gas equivalent (MMcfe) during the year.

                           *      *      *

According to the Troubled Company Reporter on Feb. 23, 2010,
Standard & Poor's Ratings Services revised its CreditWatch
implications to developing from positive on Oklahoma City-based
independent exploration and production firm Chaparral Energy Inc.
The ratings were initially placed on CreditWatch on Feb. 9, 2010.
The CreditWatch revisions reflects the withdrawal of Chaparral's
$400 million note offering, and the significant impact to
liquidity if the company does not find a new credit facility
and/or source of financing in the very near term.


CIMINO BROKERAGE: Can Access Temple-Inland's Cash Until April 16
----------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California authorized Cimino Brokerage
Company to use Temple-Inland, Inc.'s cash collateral until
April 16, 2010.

A further hearing to consider extended use of cash collateral, as
well as the Chapter 11 Status Conference, will be held on April 2,
2010 at 2:00 p.m.

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

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the TIN a replacement lien on
postpetition assets derived.  The replacement lien will be
subordinate to the (i) compensation and expense reimbursement
allowed to a trustee in any successor Chapter 7 case; and (ii)
fees payable to the U.S. Trustee.

The Debtor is represented by:

  David B. Golubchik
  Todd M. Arnold
  Levene, Neale, Bender, Rankin & Brill L.L.P.
  10250 Constellation Blvd., Suite 1700
  Los Angeles, California 90067
  Telephone: (310) 229-1234
  Facsimile: (310) 229-1244

                    About Cimino Brokerage

Salinas, California-based Cimino Brokerage Company, a California
general partnership -- aka Cimino Brothers Produce and dba Cimino
Brothers Produce -- was founded over 15 years ago by the Cimino
family, which has been in the agricultural business since 1895.
The Debtor is currently owned 50% by Vincent Cimino, 25% by Armand
Cimino and 25% by Stephanie Cimino.  The Company is a year-round
grower, shipper and distributor of fresh vegetables and
fruits, primarily broccoli.  The Company, through its Mexican
wholly-owned subsidiary (Cimino Brothers Produce Mexico S.A. de
C.V. is the creator of the Asian Cut Crown broccoli category, and
has developed the largest national network of Asian foodservice
distributors and customers in the nation.  The Company's
administrative operations are carried out from its facilities in
Salinas, California.  The Company's primary cooling facilities in
the United States are located in Laredo, Texas.

The Company filed for Chapter 11 bankruptcy protection on
November 24, 2009 (Bankr. N.D. Calif. Case No. 09-60291).  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


CITIGROUP INC: Treasury to Unload All Common Shares This Year
-------------------------------------------------------------
The U.S. Department of the Treasury on Monday said it will fully
dispose of its approximately 7.7 billion shares of Citigroup, Inc.
common stock over the course of 2010 subject to market conditions.
Treasury received the shares of common stock pursuant to the June
2009 Exchange Agreement between Treasury and Citigroup, which
provided for the exchange into common shares of the preferred
stock that Treasury purchased in connection with Citigroup's
participation in the Capital Purchase Program.  Treasury has
engaged Morgan Stanley as its capital markets advisor in
connection with its Citigroup position.

According to various reports, the U.S. government owns about 27%
of Citigroup, a stake it acquired after propping the lender up
under the Troubled Asset Relief Program, and then converting its
preferred stock into common shares last summer.

Treasury intends to sell its Citigroup common shares into the
market through various means in an orderly and measured fashion.
Treasury intends to initiate its disposition of the common shares
pursuant to a pre-arranged written trading plan.  The manner,
amount and timing of the sales under the plan is dependent upon a
number of factors.

This disposition does not affect Treasury's holdings of Citigroup
trust preferred securities or warrants for its common stock.

                         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.


CLEARPOINT BUSINESS: ComVest Capital Holds 56.7% of Shares
----------------------------------------------------------
ComVest Capital, LLC; ComVest Capital Management, LLC; Michael S.
Falk and Robert L. Priddy disclosed that as of February 16, 2010,
they may be deemed to beneficially own in the aggregate 18,670,825
shares or roughly 56.7% of ClearPoint Business Resources, Inc.

In June 2008, ComVest entered into a Revolving Credit and Term
Loan Agreement with ClearPoint, which included a revolving credit
facility.  In August 2009, ComVest amended the Original Agreement
to provide for a restructured revolving credit facility to
ClearPoint, with maximum availability of $10.5 million.

In connection with the Amended Agreement, ComVest received an
amended and restated warrant, dated August 14, 2009, to purchase,
in the aggregate, 2,210,825 shares of Common Stock.  By its terms,
the Warrant would become exercisable for a substantially increased
number of shares upon the occurrence and during the continuation
of certain events of default under the Amended Agreement, at the
reduced exercise price of $0.001 per share of Common Stock

In February 2010, ClearPoint defaulted on its obligations under
the Amended Agreement.  Accordingly, ComVest elected to invoke the
default exercise provision under the Warrant, and as a result was
issued 18,670,825 shares of Common Stock, for an exercise price of
approximately $18,671.  In connection with this transaction,
effective February 16, 2010, ComVest et al. owned 56.7% of
outstanding shares of the Common Stock.

In connection with the exercise of the Warrant, certain members of
the Company's board of directors resigned, and the board appointed
Gary E. Jaggard to serve as a Class B director effective
February 16, 2010.  Mr. Jaggard serves as the Managing Director of
ComVest.

                About ClearPoint Business Resources

Halfont, Pennsylvania-based ClearPoint Business Resources, Inc.,
is a workplace management solutions company.  Through the iLabor
Network, ClearPoint provides services to clients ranging from
small businesses to Fortune 500 companies.  The iLabor Network
specializes in the highly transactional "go to work" or "on-
demand" segment of the temporary labor market.  ClearPoint
considers the hospitality, distribution, warehouse, manufacturing,
logistics, transportation, convention services, hotel chains,
retail and administrative sectors among the segments best able to
be served by the iLabor Network.

During the fiscal year ended December 31, 2008, ClearPoint began
to transition its business model from a temporary staffing
provider through a network of branch-based offices or franchises
to a provider that manages clients' temporary staffing needs
through its open Internet portal-based iLabor Network.  ClearPoint
completed this transition during the three months ended June 30,
2008.  Under its new business model, ClearPoint acts as a broker
for its clients and network of temporary staffing suppliers.

ClearPoint derives its revenues from (i) royalty payments related
to client contracts which ClearPoint subcontracted or sold to
other providers of temporary staffing services; (ii) revenues
generated by the iLabor Network; and (iii) revenues related to
VMS.

As of September 30, 2009, the Company had $2,803,735 in total
assets and $27,426,894 in total liabilities, resulting in
$24,623,159 in stockholders' deficit.

                       Going Concern Opinion

Historically, ClearPoint has funded its cash and liquidity needs
through cash generated from operations and debt financing.  At
September 30, 2009, the Company had an accumulated deficit of
$57,278,493 and working capital deficiency of $9,466,342.  For the
nine months ended September 30, 2009, the Company incurred a net
loss of $2,787,950.   Although the Company restructured its debt
and obtained new financing in the third quarter of 2009, cash
projected to be generated from operations may not be sufficient to
fund operations and meet debt repayment obligations during the
next 12 months.  To meet its future cash and liquidity needs, the
Company may be required to raise additional financing and
restructure existing debt.  There is no assurance that the Company
will be successful in obtaining additional financing and
restructuring its existing debt.  If the Company does not generate
sufficient cash from operations, raise additional financing and
restructure existing debt, there is substantial doubt about the
ability of the Company to continue as a going concern.


CLEARPOINT BUSINESS: To Discontinue Quotation of Stock on OTCBB
---------------------------------------------------------------
ClearPoint Business Resources, Inc., intends to voluntarily
discontinue the quotation of its common stock on The OTC Bulletin
Board and to deregister its common stock under the Securities
Exchange Act of 1934.  In connection with the deregistration,
ClearPoint will no longer be subject to SEC reporting requirements
and ClearPoint's common stock will no longer be quoted on The OTC
Bulletin Board.  ClearPoint expects that its common stock will
continue to be quoted on the Pink Sheets and intends to continue
to make financial information available to stockholders upon
request.

Michael D. Traina, Chief Executive Officer of ClearPoint, stated,
"After careful analysis, the Board of Directors concluded that the
costs of public company compliance, coupled with the lost
productivity resulting from management's compliance activities,
significantly outweigh the benefits to ClearPoint of the quotation
of its common stock on The OTC Bulletin Board."

ClearPoint expects that it will file on or about March 30, 2010, a
Form 15 with the SEC, which will result in the voluntary
deregistration of ClearPoint's common stock and immediate
suspension of ClearPoint's obligation to file periodic reports
under the Securities Exchange Act of 1934, such as Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, except that ClearPoint intends to file with the SEC
its Annual Report on Form 10-K for the fiscal year ended
December 31, 2009.  The deregistration itself is expected to be
made effective by the SEC within 90 days of the filing of the Form
15.  Following the deregistration, ClearPoint's common stock is
expected to be quoted on the Pink Sheets, a centralized electronic
quotation service for over-the-counter securities, so long as
market makers demonstrate an interest in trading in ClearPoint's
stock. However, ClearPoint can give no assurance that trading in
its stock will continue on the Pink Sheets or on any other
securities exchange or quotation medium or that its common stock
will be actively traded.  ClearPoint is committed to providing as
much transparency as is beneficial and warranted under those
conditions.

The Company has filed with the Securities and Exchange Commission
a Post-Effective Amendment No. 1 to Registration Statement No.
333-144209 on Form S-8 filed with the SEC on June 29, 2007, to
deregister under the Securities Act of 1933, as amended, 2,750,000
shares of ClearPoint common stock that remain unsold under the
Registration Statement.  No shares of the 2,750,000 shares of
common stock originally registered under the Registration
Statement were issued pursuant to the ClearPoint Business
Resources, Inc. 2006 Long-Term Incentive Plan.

The Company also filed Post-Effective Amendment No. 2 to
Registration Statement No. 333-156450 on Form S-1 filed with the
SEC on December 24, 2008, and declared effective by the SEC on
December 31, 2008, as amended by the Post-Effective Amendment
No. 1 filed with the SEC on September 24, 2009 and declared
effective by the SEC on October 1, 2009, and supplemented from
time to time, to deregister 3,710,825 shares of common stock that
remain unsold under the Registration Statement.  In connection
with certain financing transactions, the Company issued warrants
to purchase, in the aggregate, 3,710,825 shares of the Company's
common stock.  The Registration Statement registered up to
3,710,825 shares of common stock issuable upon the exercise of the
Warrants for resale by the holders of the Warrants.

                About ClearPoint Business Resources

Halfont, Pennsylvania-based ClearPoint Business Resources, Inc.,
is a workplace management solutions company.  Through the iLabor
Network, ClearPoint provides services to clients ranging from
small businesses to Fortune 500 companies.  The iLabor Network
specializes in the highly transactional "go to work" or "on-
demand" segment of the temporary labor market.  ClearPoint
considers the hospitality, distribution, warehouse, manufacturing,
logistics, transportation, convention services, hotel chains,
retail and administrative sectors among the segments best able to
be served by the iLabor Network.

During the fiscal year ended December 31, 2008, ClearPoint began
to transition its business model from a temporary staffing
provider through a network of branch-based offices or franchises
to a provider that manages clients' temporary staffing needs
through its open Internet portal-based iLabor Network.  ClearPoint
completed this transition during the three months ended June 30,
2008.  Under its new business model, ClearPoint acts as a broker
for its clients and network of temporary staffing suppliers.

ClearPoint derives its revenues from (i) royalty payments related
to client contracts which ClearPoint subcontracted or sold to
other providers of temporary staffing services; (ii) revenues
generated by the iLabor Network; and (iii) revenues related to
VMS.

As of September 30, 2009, the Company had $2,803,735 in total
assets and $27,426,894 in total liabilities, resulting in
$24,623,159 in stockholders' deficit.

                       Going Concern Opinion

Historically, ClearPoint has funded its cash and liquidity needs
through cash generated from operations and debt financing.  At
September 30, 2009, the Company had an accumulated deficit of
$57,278,493 and working capital deficiency of $9,466,342.  For the
nine months ended September 30, 2009, the Company incurred a net
loss of $2,787,950.   Although the Company restructured its debt
and obtained new financing in the third quarter of 2009, cash
projected to be generated from operations may not be sufficient to
fund operations and meet debt repayment obligations during the
next 12 months.  To meet its future cash and liquidity needs, the
Company may be required to raise additional financing and
restructure existing debt.  There is no assurance that the Company
will be successful in obtaining additional financing and
restructuring its existing debt.  If the Company does not generate
sufficient cash from operations, raise additional financing and
restructure existing debt, there is substantial doubt about the
ability of the Company to continue as a going concern.


COMFORCE CORP: ARTRA 524(g) Asbestos Trust Holds 8.4% of Shares
---------------------------------------------------------------
ARTRA 524(g) Asbestos Trust in Wilmington, Delaware, and ARTRA
Group, Incorporated in Bloomingdale, Illinois, disclosed that they
may be deemed to beneficially own in the aggregate 1,463,000
shares or roughly 8.4% of the common stock of COMFORCE
Corporation.

                          About COMFORCE

Based in Woodbury, New York, COMFORCE Corporation (NYSE Amex: CFS)
provides outsourced staffing management services that enable
Fortune 1000 companies and other large employers to consolidate,
automate and manage staffing, compliance and oversight processes
for their contingent workforces.  The Company also provides
specialty staffing, consulting and other outsourcing services to
Fortune 1000 companies and other large employers for their
healthcare support services, technical and engineering,
information technology, telecommunications and other staffing
needs.  In addition, the Company provides funding and back office
support services to independent consulting and staffing companies.

At December 27, 2009, the Company had total assets of $165,285,000
against total liabilities of $180,744,000, resulting in
stockholders' deficit of $15,459,000.  At December 28, 2008, the
Company had stockholders' deficit of $3,833,000.


COMFORCE CORP: RBF Capital Holds 9.51% of Common Stock
------------------------------------------------------
RBF Capital, LLC, and Richard B. Fullerton, its managing member,
disclosed that as of December 31, 2009, they may be deemed to
beneficially own 1,653,173 shares or roughly 9.51% of the common
stock of COMFORCE Corporation.

                          About COMFORCE

Based in Woodbury, New York, COMFORCE Corporation (NYSE Amex: CFS)
provides outsourced staffing management services that enable
Fortune 1000 companies and other large employers to consolidate,
automate and manage staffing, compliance and oversight processes
for their contingent workforces.  The Company also provides
specialty staffing, consulting and other outsourcing services to
Fortune 1000 companies and other large employers for their
healthcare support services, technical and engineering,
information technology, telecommunications and other staffing
needs.  In addition, the Company provides funding and back office
support services to independent consulting and staffing companies.

At December 27, 2009, the Company had total assets of $165,285,000
against total liabilities of $180,744,000, resulting in
stockholders' deficit of $15,459,000.  At December 28, 2008, the
Company had stockholders' deficit of $3,833,000.


COMFORCE CORP: WC Capital Management Holds 4.6% of Shares
---------------------------------------------------------
WC Capital Management, LLC; Aaron H. Braun; Willow Creek Capital
Partners, L.P.; and Willow Creek Short Biased 30/130 Fund, L.P.,
disclosed that they may be deemed to beneficially own 794,500
shares or roughly 4.6% of the common stock of COMFORCE
Corporation.

                          About COMFORCE

Based in Woodbury, New York, COMFORCE Corporation (NYSE Amex: CFS)
provides outsourced staffing management services that enable
Fortune 1000 companies and other large employers to consolidate,
automate and manage staffing, compliance and oversight processes
for their contingent workforces.  The Company also provides
specialty staffing, consulting and other outsourcing services to
Fortune 1000 companies and other large employers for their
healthcare support services, technical and engineering,
information technology, telecommunications and other staffing
needs.  In addition, the Company provides funding and back office
support services to independent consulting and staffing companies.

At December 27, 2009, the Company had total assets of $165,285,000
against total liabilities of $180,744,000, resulting in
stockholders' deficit of $15,459,000.  At December 28, 2008, the
Company had stockholders' deficit of $3,833,000.


COMMERCIAL VEHICLE: Completes Public Offering of Common Stock
-------------------------------------------------------------
Commercial Vehicle Group Inc. has completed its public offering of
common stock at a price of $6.25 per share to the public.  The
Company also announced that the underwriter in the offering has
exercised its option to purchase additional shares to cover over-
allotments, resulting in a total sale to the public of 4,370,000
shares of common stock.

The Company received approximately $25.4 million of net proceeds
from the offering, after deducting underwriting discounts and
commissions and estimated expenses of the offering.  The Company
expects to use the net proceeds from the offering for general
corporate and working capital purposes, including the funding of
strategic initiatives that the Company may undertake from time to
time.

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

                  About Commercial Vehicle Group

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

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

                          *     *     *

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


CONVERSION SERVICES: Friedman LLP Raises Going Concern Doubt
------------------------------------------------------------
On March 26, 2010, Conversion Services International, Inc., filed
its annual report on Form 10-K for the year ended December 31,
2009.

Frieman LLP, in East Hanover, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses, negative cash flows, is not in compliance with a
covenant associated with its Line of Credit and has significant
future cash flow commitments.

The Company reported net income of $31,956 on $24.2 million of
revenue for the year ended December 31, 2009, compared with a net
loss of $10.5 million on $19.7 million of revenue for 2008.  In
2008, the Company recorded a total of $6.9 million in goodwill and
intangible assets impairment charges.  There were no impairments
of goodwill or intangible assets recorded during the year ended
December 31, 2009.

The Company's balance sheet as of December 31, 2009, showed
$4.5 million in assets, $5.3 million of debts, and $1.5 million of
Series A convertible preferred stock, for a stockholders' deficit
of $2.3 million.

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

               http://researcharchives.com/t/s?5cb6

East Hanover, N.J.-based Conversin Services International, Inc. is
a technology and business process improvement and management firm
providing professional services to the Global 2000 as well as mid-
market clientele.


COOPER-STANDARD: Court OKs Equity Investment Pact with Noteholders
------------------------------------------------------------------
Cooper-Standard Holdings Inc. disclosed that the United States
Bankruptcy Court for the District of Delaware approved its First
Amended Disclosure Statement in connection with its proposed
Second Amended Joint Chapter 11 Plan of Reorganization.  The Court
also approved the Equity Commitment Agreement with certain of the
Company's noteholders which, as announced previously, provides the
Company with a committed equity investment of $355 million.  The
Court has also authorized the Company to solicit approval of the
Amended Plan from its creditors.  The hearing for the Court to
consider confirmation of the Plan has been scheduled for May 12,
2010.

As previously announced, under the proposed Amended Plan the
Company's balance sheet will be significantly deleveraged with an
estimated funded debt balance at emergence of approximately
$480 million, representing a reduction of over $650 million from
pre-petition levels.

Court filings, including the proposed Amended Plan and Disclosure
Statement, are available at http://www.kccllc.net/cooperstandard.

                       About Cooper-Standard Automotive

Cooper-Standard Automotive Inc., --
http://www.kccllc.net/cooperstandard.-- headquartered in Novi,
Michigan, is a leading global supplier of systems and components
for the automotive industry. Products include body sealing
systems, fluid handling systems and anti-vibration systems.
Cooper-Standard Automotive employs approximately 16,000 people
globally and operates in 18 countries around the world.


COOPER-STANDARD: CSA Canada Gets OK to Pay RSM, Ogilvy
------------------------------------------------------
Cooper-Standard Automotive Canada Ltd. sought and obtained an
order from the Ontario Superior Court of Justice approving the
payment of fees and expenses of RSM Richter Inc. and Ogilvy
Renault LLP.

RSM Richter sought payment of C$194,897 in fees and C$474 in
reimbursable expenses while Ogilvy sought payment of C$142,956 in
fees and C$1,920 in reimbursable expenses for the period August
4, 2009 to February 28, 20l0.

RSM Richter is the firm appointed by the Canadian Court to
monitor the assets of CSA Canada while Ogilvy serves as RSM
Richter's legal counsel.

Meanwhile, Cooper-Standard Automotive Canada Ltd. sought and
obtained a court order approving these activities undertaken by
RSM Richter Inc. as its monitor:

  (1) the filing of January 14, 2010 monitor report to disclose
      a change in CSA Canada's cash flow projections;

  (2) reviewing weekly financial information;

  (3) communicating with creditors as required;

  (4) attending in Court;

  (5) monitoring filings in the Chapter 11 proceedings of CSA
      Canada's U.S.-based affiliates; and

  (6) drafting its monitor report dated March 10, 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-


COVER-ALL BUILDING: Filed for Bankruptcy Under Canadian Law
-----------------------------------------------------------
Danny Robbins at The Associated Press reports tat Cover-All
Building Systems Inc. of Saskatoon, Saskatchewan, filed for
bankruptcy protection under the Canadian law governing
bankruptcies.  All 500 employees of the Company were laid off.

Mr. Robbins relates that Ernst & Young was appointed as monitor of
the Company's restructuring.

Cover-All Building Systems Inc. manufactures world leading, pre-
engineered fabric storage building solutions.


COYOTES HOCKEY: Financing Hinges on Arena Lease Rework
------------------------------------------------------
A person with knowledge of Ice Edge Holding's bid to buy the
Coyotes Hockey from the National Hockey League said a new
ownership group's ability to get financing to buy the team hinges
on a reworking of the team's arena lease in Glendale, reports Mike
Sunnucks at Business Journal of Phoenix.

Mr. Sunnucks notes Ice Edge is running into some challenges in
getting financing to buy the team.  He adds that Jerry Reinsdorf
resurfaces as possible Coyotes purchaser.

                       About Coyotes Hockey

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.

In November 2009, Judge Redfield T. Baum approved the sale of the
Phoenix Coyotes to the National Hockey League, which had bought
the team to quash a plan by bidder Jim Balsillie's to move the
team to Ontario, Canada.  Coyotes was sent to Chapter 11 to
effectuate a sale by owner Jerry Moyes to Mr. Balsillie.

The city of Glendale, Ariz., is seeking to convert the Coyotes'
Chapter 11 case to a Chapter 7, echoing the Debtors and unsecured
creditors' belief that the city is trying to wriggle out of having
its bankruptcy claim estimated.  The team's former owners have
filed a Chapter 11 plan of liquidation, to rebuff the Chapter 7
conversion bid.


CRESCENT RESOURCES: Confirmation Hearing Set for May 20
-------------------------------------------------------
Crescent Resources LLC will present its reorganization plan for
confirmation at a hearing scheduled for May 20.

U.S. Bankruptcy Judge Craig Gargotta has approved the disclosure
statement explaining Crescent Resources' Chapter 11 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.


DELPHI CORP: Makes Tax Payments to Howard County
------------------------------------------------
In light of an agreement, Delphi Corp. and General Motors Company
agreed to make regular payments on taxes owed to Howard County,
in Maryland, Kokomo Tribune reports.

As of March 10, 2010, GM and Delphi paid to the Howard County
Treasurer $3,345,763 and interest payments of $262,719, Kokomo
Tribune discloses.

The report notes that Delphi only paid a portion of its personal
and real estate taxes owed for 2005 and payable in 2006 to Howard
County when it filed for bankruptcy.

In light of the consummation of Delphi's Modified First Amended
Joint Plan of Reorganization, personal property assessed at
March 1, 2005, for $4,615,399 must be paid in full by March 1,
2010, with an interest rate to be set by the United States
Bankruptcy Court for the Southern District of New York, Kokomo
Tribune notes.  The real estate taxes for 2005 for $1,881,860
will be paid over the next seven years with an interest rate of
5%, Kokomo Tribune adds.

County Treasurer Martha Lake confirmed that Delphi has paid all
taxes owed to local taxing entities, except for the 2005 taxes,
Kokomo Tribune relates.

                        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: Lockport Workers Balk at GM Concessions
----------------------------------------------------
Hourly workers at Delphi Corp.'s former plant in Lockport, New
York, are angered by General Motors Company's latest proposed
concessions at the plant, Thomas Hartley of Business First of
Buffalo reports.

Gordie Fletcher, president of United Autoworkers Local 786 Unit
No. 1 at Lockport, disclosed that New GM wants members to forego
a 3.75% cost-of-living raise that was scheduled to take effect in
January 2010 but has not been paid, Business First relates.  The
hourly workers are also upset with the bonuses allegedly received
by the salaried workers, according to the report.

"We don't think that's fair," Mr. Fletcher was quoted by Business
First as saying.  Mr. Fletcher continued that there should be
shared sacrifice among the workers.

The report also notes that no new work was assigned to Lockport,
which Mr. Fletcher said "adds to our immense sense of
frustration."

A GM spokesperson told Business First that discussions between
the company and UAW are ongoing and no details are yet available.

                        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: Flint Workers Eligible for Trade Assistance
--------------------------------------------------------
In a public statement dated March 10, 2010, the U.S. Department
of Labor said that workers at Delphi Corp.'s plant in Flint,
Michigan, can avail of Trade Adjustment Assistance.

Workers covered by TAA certifications will be contacted by their
states with instructions on how to apply for individual benefits
and services.  While TAA is open to eligible workers of all ages,
workers 50 years of age and older may elect to receive Re-
employment Trade Adjustment Assistance instead.  If a worker
obtains new employment at wages less than $55,000 and less than
wages earned in adversely affected employment, the RTAA program
will pay 50% of the difference between the old wage and the new
wage, up to $12,000 over a two-year period.  RTAA participants
may also be eligible for retraining and the Health Coverage Tax
Credit.

Dr. Ed Montgomery, executive director of the White House Council
on Automotive Communities and Workers, said that through TAA
certifications, workers and their families hit hard by automotive
industry and industrial layoffs can receive income support,
access to health care job training and other assistance as they
transition to new jobs in growing sectors of the economy.

                        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: Janus Capital Discloses 6.7% Equity Stake
----------------------------------------------------
Janus Capital Management LLC reported in a Form 13G filed with
the U.S. Securities and Exchange Commission on February 16, 2010,
that it owns 52,145,580 shares of the Delta Air Lines, Inc.
common stock or 6.7% of Delta's outstanding shares.

Janus Capital also disclosed its sole voting power over
43,798,825 shares and sole dispositive power over 43,798,825
shares.

Janus Capital has a direct 91.8% ownership stake in INTECH
Investment Management and a direct 77.8% ownership stake in
Perkins Investment Management LLC.  Holdings for Janus Capital,
Perkins and INTECH are aggregated for purposes of the Form 13G
filing, David R. Kowalski, senior vice president and CCO at Janus
Capital, told the SEC.

Janus Capital, Perkins and INTECH are registered investment
advisers, each furnishing investment advice to various investment
companies registered under Section 8 of the Investment Company
Act of 1940 and to individual and institutional clients.

As a result of its role as investment adviser or sub-adviser to
the Managed Portfolios, Janus Capital may be deemed to be the
beneficial owner of 52,145,580 shares or 6.7% of the shares
outstanding of Delta common stock held by those Managed
Portfolios.  However, Janus Capital does not have the right to
receive any dividends from, or the proceeds from the sale of, the
securities held in the Managed Portfolios and disclaims any
ownership associated with those rights, Mr. Kowalski explains.

Janus Overseas Fund is an investment company registered under the
Investment Company Act of 1940 and is one of the Managed
Portfolios to which Janus Capital provides investment advice.

Delta had 779,521,801 shares outstanding as of September 30,
2009.

                            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: Wellington Reports 11.23% Equity Stake
-------------------------------------------------
In a third amended Form 13G filed with the U.S. Securities and
Exchange Commission on February 12, 2010, Wellington Management
Company LLP, disclosed that in its capacity as investment
adviser, it may be deemed to beneficially own 87,546,200 shares
of Delta Air Lines, Inc. common stock, which are held of record
by its clients, or 11.23% of Delta's outstanding shares.

Wellington also disclosed its shared voting power over 51,782,377
shares and shared dispositive power over 87,832,669 shares.

Delta had 779,521,801 shares outstanding as of September 30,
2009.

                            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.


DUANE READE: December 26 Balance Sheet Upside-Down by $226.7MM
--------------------------------------------------------------
On March 26, 2010, Duade Reade Holdings Inc. filed its annual
report on Form 10-K for the year ended December 26, 2009.

The Company's balance sheet as of December 26, 2009, showed
$752.1 million in assets and $978.8 million of debts, for a
stockholders' deficit of $226.7 million.

The Company reported a net loss of $124.3 million on
$1.837 billion of revenue for the fiscal year ended December 26,
2009, compared with a net loss of $72.8 million on $1.774 billion
of revenue for the year ended December 27, 2008.

The increase in net loss for the 2009 fiscal year, as compared to
fiscal 2008, was  primarily attributable to a $56.5 million
increase in fair value charges, reflecting the increased
probability of a near term mandatory redemption of the Company's
redeemable preferred stock.  Excluding the additional fair value
charges, the Company's 2009 net loss would have declined by
$5.0 million.

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

               http://researcharchives.com/t/s?5cb8

Based in New York City, Duane Reade Holdings Inc.
-- http://www.duanereade.com/-- is the largest drugstore chain in
New York City.  As of December 26, 2009, the Company operated 257
stores.


DUNE ENERGY: NYSE Amex Accepts Firm's Plan for Compliance
---------------------------------------------------------
Dune Energy, Inc., received notice from the staff of the NYSE
Alternext US that the Exchange had accepted the Plan of Compliance
previously submitted by the Company and determined that the Plan
reasonably demonstrates the Company's ability to regain compliance
under the Exchange's continued listing standards.  By such notice,
the Exchange granted the Company an extension until June 15, 2010,
to regain compliance with the continued listing standards.  The
Company may continue its listing during the Extension Period.

In December of 2009, the Company received notice from the Exchange
indicating that the Company had failed to comply with certain of
the Exchange's continued listing standards as set forth in Part 10
of the Exchange's Company Guide.  Specifically, the Exchange noted
that the Company was not in compliance with (a) Section 1003(a)(i)
of the Company Guide, because its stockholders' equity is less
than $2,000,000 and losses from continuing operations and it has
had net losses in two out of its three most recent fiscal years;
(b) Section 1003(a)(ii) of the Company Guide, because its
stockholders' equity is less than $4,000,000 and it has had losses
from continuing operations and net losses in three out of its four
most recent fiscal years; and (c) Section 1003(a)(iii) of the
Company Guide, because its stockholders' equity is less than
$6,000,000 and it has had losses from continuing operations and
net losses in its five most recent fiscal years.  The Exchange
afforded the Company the opportunity to submit a plan of
compliance and on January 26, 2010, the Company submitted the Plan
detailing actions to be taken to enable it to regain compliance
with the continued listing standards within the allotted
timeframe.

If the Company fails to make progress toward compliance consistent
with the Plan, or is not in compliance at June 15, 2010 (the end
of the Extension Period), then the Company may be delisted by the
Exchange.  There can be no assurance that the Company will be able
to implement the Plan within the prescribed timeframe. The Company
will continue to be subject to periodic review by Exchange staff
during the Extension Period.

During the Extension Period, the Company's common stock will
continue to trade on the Exchange, subject to the trading symbol
extension ".BC" to denote its noncompliance with the Exchange's
continued listing standards.


EDWARD MARANDOLA: Files List of 20 Largest Unsecured Creditors
--------------------------------------------------------------
Edward Marandola, Jr., has filed with the U.S. Bankruptcy Court
for the District of Rhode Island a list of its 20 largest
unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/rib10-10343.pdf

Newport, Rhode Island-based Edward Marandola filed for Chapter 11
bankruptcy protection on January 29, 2010 (Bankr. D. R.I. Case No.
10-10343).  The Debtor estimated its assets and debts at
$10,000,001 to $50,000,000.


EDWARD MARANDOLA: Taps Raskin & Berman as Bankruptcy Counsel
------------------------------------------------------------
Edward Marandola, Jr., has sought permission from the U.S.
Bankruptcy Court for the District of Rhode Island to employ Raskin
& Berman as bankruptcy counsel.

Raskin & Berman will provide advice and consultation with the
Debtor and appear for, prosecute, defend and represent the
Debtor's interests generally.

Russell D. Raskin, a partner at Raskin & Berman, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Neither Raskin & Berman nor the Debtor disclosed how the firm will
be compensated for its services.

Newport, Rhode Island-based Edward Marandola filed for Chapter 11
bankruptcy protection on January 29, 2010 (Bankr. D. R.I. Case No.
10-10343).  The Debtor estimated its assets and debts at
$10,000,001 to $50,000,000.


ELLICOTT SPRINGS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Ellicott Springs Resources, LLC, filed with the U.S. Bankruptcy
Court for the District of Colorado its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $5,940,000
  B. Personal Property           $16,000,030
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,210,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,201,246
                                 -----------      -----------
        TOTAL                    $21,940,030       $8,411,246

Colorado Springs, Colorado-based Ellicott Springs Resources, LLC,
filed for Chapter 11 bankruptcy protection on February 19, 2010
(Bankr. D. Colo. Case No. 10-13116).  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.

On the same date, these affiliates also filed for Chapter 11
bankruptcy protection in the same bankruptcy court:

     -- Ellicott Springs Development, LLC (Case No. 10-13117);
     -- PLW, Inc. (Case No. 10-13114); and
     -- Rodney J. Preisser (Case No. 10-13110)

Those debtors are also based in Colorado Springs, Colorado, and
each also have estimated assets and debts of $10,000,001 to
$50,000,000.


ERNIE JACOBSEN: Hearing on Plan Filing Extension Set for April 8
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Mississippi
will consider at a hearing on April 8, 2010, at 10:00 a.m., the
extension of Ernie Lee Jacobsen and Donna Jean Jacobsen's
exclusive period to file a Chapter 11 Plan and Disclosure
Statement.  The hearing will be held at Cochran U.S. Bankruptcy
Courthouse. Objections, if any are due today, March 30, 2010.

The Debtors sought a 90 days' extension in their Plan filing
period and a similar extension to obtain Plan confirmation.

The Debtors are represented by:

     Craig M. Geno, Esq.
     Jeffrey K. Tyree, Esq.
     Melanie T. Vardaman, Esq.
     Harris Jernigan & Geno, PLLC
     587 Highland Colony Parkway (39157)
     P.O. Box 3380
     Ridgeland, MS 39158-3380
     Tel: (601) 427-0048
     Fax: (601) 427-0050

Ernie Lee Jacobsen and Donna Jean Jacobsen filed for Chapter 11
bankruptcy protection on October 29, 2009 (Bankr. N.D. Miss. Case
No. 09-15667).  Craig M. Geno, Esq., at Harris Jernigan & Geno,
PLLC, assists the Jacobsens in its restructuring effort.  The
joint debtors listed assets of $15,283,881 and debts of
$16,518,690 in their schedules.


FAIRVUE CLUB: Has Until April 20 to Propose Reorganization Plan
---------------------------------------------------------------
The Hon. George C. Paine, II of the U.S. Bankruptcy Court for the
Middle District of Tennessee extended Fairvue Club Properties,
LLC's exclusive period to file a Chapter 11 Plan until April 20,
2010, and its solicitation period until June 30, 2010.

The Debtor is represented by:

     William L. Norton III
     Bradley Arant Boult Cummings LLP
     1600 Division Street, Suite 700
     P.O. Box 340025
     Nashville, TN 37203
     Tel: (615) 252-2397
     Email: bnorton@babe.com

Gallatin, Tennessee-based Fairvue Club Properties, LLC, filed for
Chapter 11 bankruptcy protection on December 1, 2009 (Bankr. M.D.
Tenn. Case No. 09-13807).  William L. Norton, III, Esq., at
Bradley Arant Boult Cummings LLP assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


FAYETTEVILLE MARKETFAIR: No Creditors Committee Appointed
---------------------------------------------------------
Marjorie K. Lynch, the administrator of Fayetteville Marketfair
Investors, LLC's bankruptcy case, told the U.S. Bankruptcy Court
for the Eastern District of North Carolina that she has been
unable to organize and recommend to the Court the appointment of a
committee of creditors holding unsecured claims against the
Debtor.

Ms. Lynch said that despite her efforts to contact unsecured
creditors, as of the date of the 11 U.S.C. Sec. 341 meeting of
creditors, sufficient indications of willingness to serve on a
committee of unsecured creditors were not received from persons
eligible to serve on the committee

Miami, Florida-based Fayetteville Marketfair Investors, LLC, filed
for Chapter 11 on Dec. 14, 2009 (Bankr. E.D. N.C. Case No. 09-
10859).  William P. Janvier, Esq., at Everett Gaskins Hancock &
Stevens, LLP, assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


FILI ENTERPRISES: Court Sets April 26 as Claims Bar Date
--------------------------------------------------------
Hon. Peter W. Bowie of the U.S. Bankruptcy Court for the Southern
District of California has established April 26, 2010, as the last
day for any individual or entity to file proofs of claim against
Fili Enterprises, Inc.

The Court also set June 10, 2010, as the bar date for governmental
units.

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.


FLYING J: Gets Approval to Lease Stores to Denny's
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that Flying J Inc.
received approval from the Bankruptcy Court to lease its
restaurants to Denny's Inc. under an agreement estimated to
improve cash flow by $15 million a year.

According to the report, Flying J has 250 locations, including 164
with restaurants.  The lease initially would cover only locations
owned by Flying J.  The agreement, the Bloomberg report relates,
provides for Denny's to pay $250,000 for the equipment at each
location while spending an average of $200,000 to $300,000 in
upgrades on each store.  In addition, Denny's would pay rent of 7%
to 8% of total sales.

                        About Flying J Inc.

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

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

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

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


FREEDOM COMMUNICATIONS: Gets Nod to Sell Arizona Newspapers
-----------------------------------------------------------
Freedom Communications Holdings, Inc. and its unit sought and
obtained authorization from the Hon. Brendan L. Shannon of the
U.S. Bankruptcy Court for the District of Delaware to sell certain
assets of Freedom Arizona Information, Inc. to 1013
Communications, LLC, free and clear of liens, claims, encumbrances
and other interests, subject to higher and better bids.

The assets to be sold include those owned solely by Freedom
Arizona and used primarily in the operation of the businesses
operated in connection with (a) the publication of the East Valley
Tribune, Mesa Tribune, Gilbert Tribune, Chandler Tribune and Queen
Creek Tribune newspapers and their respective Web sites and domain
names; (b) the Daily News-Sun and yourwestvalley.com, dailynews-
sun.com, surprisetoday.com and westvalleypreps.com Web sites and
domain names; (c) the Ahwatukee Foothill News and its Web site and
domain name; and (d) the Arizona Interactive Media Group and
azimg.com, veep4u.com, and azclipper.com Web sites and domain
names.

The purchase price for the assets would be (a) $2,050,000; plus or
minus (b) a working capital adjustment as described in the
Seller's Asset Purchase Agreement with 1013 Communications; plus
(c) any severance liabilities and any employer payroll taxes paid
by the Seller or its affiliates in connection with the severance
liabilities that in the aggregate exceed $779,000; plus (d) the
cure amounts for the assigned contracts.

A copy of the Asset Purchase Agreement is available for free at:

              http://ResearchArchives.com/t/s?5cbc
              http://ResearchArchives.com/t/s?5cbd

The Debtors had set a March 5 deadline for competing bids.  An
auction was to be held on March 8 if competing bids were received.
The Court held a hearing on the sale and entered the sale order on
March 9.

The Debtors expect the sale closing date to be on or before the
effective date of their Chapter 11 plan.  In the event the sale
closing date occurs after the Plan effective date, the Debtors
will reject the rejected contracts effective as of the sale
closing date.

The Court authorized the assumption and assignment of the executor
contracts and unexpired leases.  A copy of the assigned contracts
is available for free at:

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

The Court authorized the rejection of the contracts and unexpired
leases as of the date the sale is closed.  A copy of the rejected
contracts is available for free at:

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

The Court has allowed the Debtors to pay a $91,500 commission and
expense reimbursement of $1,095 to Dirks, Van Essen & Murray, the
sale advisor.

                   About Freedom Communications

Freedom Communications, headquartered in Irvine, California, is a
national privately owned information and entertainment company of
print publications, broadcast television stations and interactive
businesses.  The company's print portfolio includes approximately
90 daily and weekly publications, including approximately 30 daily
newspapers, plus ancillary magazines and other specialty
publications.  The broadcast company's stations -- five CBS, two
ABC network affiliates and one CW affiliate -- reach more than
3 million households across the country.  The Company's news,
information and entertainment Web sites complement its print and
broadcast properties.

Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046).  Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11
counsel.  Houlihan, Lokey, Howard & Zukin, Inc., serves as
financial advisor while AlixPartners LLC is restructuring
consultant.  Logan & Co. serves as claims and notice agent.

Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.


FREEPORT-MCMORAN: Fitch Affirms Preferred Stock Rating at 'BB'
--------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and debt
ratings of Freeport-McMoRan Copper & Gold Inc. and its subsidiary
Phelps Dodge Corporation:

FCX

  -- IDR at 'BBB-';

  -- $1 billion secured bank revolver at 'BBB-';

  -- $500 million PT Freeport Indonesia/FCX secured bank revolver
     at 'BBB-';

  -- Unsecured notes due 2015 and 2017 at 'BBB-';

  -- 7% convertible notes due 2011 at 'BBB-'; and

  -- Convertible preferred stock at 'BB'.

PD
  -- 8.75% senior unsecured notes due 2011 at 'BBB-';
  -- 7.125% senior unsecured debentures due 2027 at 'BBB-';
  -- 9.50% senior unsecured notes due 2031 at 'BBB-'; and
  -- 6.125% senior unsecured notes due 2034 at 'BBB-'.

The Rating Outlook is Positive.

The ratings reflect debt reductions, the expected elimination of
preferred shares and expectations for continued strong free cash
flow.  Long term copper fundamentals benefit from short supply,
modest inventories and strong demand from China.

The Positive Ratings Outlook reflects FCX's cautious approach to
capital expenditures, dividends and financial leverage and Fitch's
outlook on the copper market.  An upgrade of the rating would be
warranted if the company continues to generate strong free cash
flow and the copper market remains stable.

In first quarter-2009, FCX raised $740 million in net proceeds
from the sale of common stock to provide additional liquidity
given development in Africa, low copper prices and the state of
the financial markets.  Over the year, FCX repaid $1 billion in
debt and announced that it will redeem its $1 billion floating
rate notes on April 1, 2010.  Pro forma for the transaction and
open market purchases to date, total debt will be approximately
$5 billion.  Operating EBITDA for 2009 was $7.7 billion resulting
in a pro forma total debt/operating EBITDA of 0.7 times (x).  At
Dec. 31, 2009, cash on hand was $2.7 billion of which $2.2 billion
would be available to the parent company after non-controlling
interests and withholding taxes.

Guidance for annual average cash flow from operations for 2010 and
2011 is between $3.7 billion and $6.5 billion (copper prices
between $2.50/lb. and $3.50/lb.) and for 2010 capital expenditures
is $1.7 billion.  Fitch estimates common and preferred dividends
of about $370 million for the year given the conversion of the
6.25% preferred shares in May 2010.  Maturities of debt will be
$16 million in 2010, $93 million in 2011, and $14 million in 2012.
The $1.5 billion in revolvers due 2012 were fully available except
for $39 million representing letters of credits issued at Dec. 31,
2009.

Operating EBITDA for 2009 was $7.7 billion and FCX guides to an
annual average EBITDA range for 2010 and 2011 of between
$5.7 billion and $9.7 billion for copper prices between $2.50/lb.
and $3.50/lb.  These levels correspond to a total debt to EBITDA
range of 0.9x to 0.5x on a gross basis and between 0.6x and 0.4x
on a net basis.

Fitch notes that earnings and cash flows are highly leveraged to
metals prices and a $0.10/lb. decline in copper prices could cut
EBITDA by $375 million over a 12-month period.  In particular, FCX
realized $2.60/lb.  of copper in 2009.

The ratings reflect FCX's position as the world's second largest
copper producer, its diversified operations, strong liquidity, and
sound operational and financial management as well as the
company's exposure to copper prices.  Operations benefit from low
average costs, large scale and long lived reserves.


FREMONT GENERAL: Court Approves Closing Agreement with IRS
----------------------------------------------------------
In a regulatory filing Friday, Fremont General Corporation
disclosed that on March 24, 2010, the U.S. Bankruptcy Court for
the Central District of California approved the Closing Agreement
to be entered into by the Company and the Internal Revenue
Service.  The Closing Agreement resolves all adjustments related
to the IRS's examination of the Company's consolidated taxpayer
group's federal income tax return for the tax period ended
December 31, 2006, and determines the allowable net operating loss
deduction for the year ended December 31, 2004, attributable to
the NOL carryback from the year ended December 31, 2006.  As a
result of the adjustments reflected in the Closing Agreement, the
Company's consolidated taxpayer group will owe the IRS roughly
$2.2 million in additional income tax attributable to the tax year
ended December 31, 2004, before interest and penalties, if
applicable.

Pursuant to the Internal Revenue Code of 1986, as amended, the
Closing Agreement must be approved by the U.S. Congress Joint
Committee on Taxation before the IRS may enter into the Closing
Agreement.  In the event the Joint Committee disapproves or
objects to the Closing Agreement on or before December 31, 2010,
the IRS is entitled to further amend its proof of claim.
The Closing Agreement completes the resolution of the IRS's proof
of claim, in the amount of $89,384,470.43, which was initially
filed with the Bankruptcy Court on September 30, 2008, in
connection with the Company's voluntary petition under Chapter 11
for unresolved disputes related to Company's consolidated taxpayer
group's federal income tax returns for the tax periods ended
December 31, 2004 through December 31, 2007.

A full-text copy of the regulatory filing on Form 8-K is available
for free at http://researcharchives.com/t/s?5cb9

                      About Fremont General

Based in Santa Monica, California, Fremont General Corp. (OTC:
FMNTQ) -- http://www.fremontgeneral.com/-- was a financial
services holding company with $8.8 billion in total assets at
September 30, 2007.  Fremont General ceased being a financial
services holding company on July 25, 2008, when its wholly owned
bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's noticing
agent and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.


GENCORP INC: Moody's Upgrades Corporate Family Rating to 'B2'
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of GenCorp,
Inc. including the Corporate Family and Probability of Default
ratings to B2, senior secured credit facilities to Ba2, as well as
the convertible subordinated notes to Caa1.  The 9 1/2% senior
subordinated notes were confirmed at B1.  The rating outlook is
stable.  This completed the review for possible upgrade initiated
on December 15, 2009.

The upgrade follows the two recently completed financial
transactions strengthening the company's capital structure and
near-term liquidity profile.  The first was the successful
placement of a $200 million 4 1/16% convertible subordinated note
issue due 2039, with a majority of the proceeds used to meet the
January 2010 put of a $125 million 4% convertible subordinated
note issue and thereby removing a major liquidity concern and
rating constraint.  The second is the March 17, 2010 amendment to
the June 2007 secured credit agreement which, among other
considerations, allows the company to incur additional senior
unsecured or subordinated indebtedness as well as to repurchase or
refinance its outstanding convertible subordinated notes and the 9
1/2% subordinated notes, subject to specified limits.  Subsequent
to the amendment, a portion of the net proceeds of the
$200 million convertible subordinated issue was used to repurchase
$22.5 million of the 9 1/2% subordinated notes and $14.3 million
of the 2 1/4% convertible subordinated issue due 2024.  The 2 1/4%
convertible issue has a November 20, 2011 put date.

The B2 CFR and stable rating outlook reflect GenCorp's improved
financial position and greater flexibility and the company's
recent track record of stronger cash flow generation.  The rating
continues to be supported by its subsidiary Aerojet-General's
long-term historic position as a key niche supplier of solid and
liquid rocket propulsion systems for defense and space
applications despite its relatively small scale.  While always
vulnerable to changes in the Department of Defense system
priorities, GenCorp benefits from a large number of contracts
across multiple platforms, with impressive revenue visibility as
implied by a large and growing backlog.  In addition, GenCorp's
substantial excess real estate holdings in the Sacramento area,
while not a major near-term consideration in the rating, could
provide an avenue for substantial long-term debt reduction if the
company completes further re-zoning and entitlement efforts and
the California real estate market recovers.

While the financial profile has shown significant improvement,
including a much higher cash position, and a corporate refocusing
on its aerospace core operations, the rating is constrained by the
possible November 20, 2011 put of the 2 1/4% convertible
subordinated issue and the ongoing legacy burden of the
substantial environmental liability and the now significant amount
of unfunded non-current pension liability, $220 million as of
February 28, 2010, and the possible need to make cash
contributions.

The ratings and/or outlook could be upgraded if GenCorp were to
continue its positive trajectory in operating performance and cash
flow generation.  Resolution of the possible 2011 put could
further improve the company's capital structure and medium-term
liquidity profile.

The ratings and/or outlook could be downgraded if the company were
unable to address the 2011 put through refinancing or on-going
cash generation.  Additionally, a downward revision in the outlook
and/or rating would also likely occur if the company were to
generate negative free cash flow on a sustainable basis or if
GenCorp's liquidity profile were to deteriorate substantially from
current levels.

These ratings/assessments have been affected:

* Corporate Family Rating, upgraded to B2 from B3;

* Probability of Default Rating, upgraded to B2 from Caa1;

* Senior secured credit facilities, upgraded to Ba2 (LGD1, 5%)
  from Ba3 (LGD1, 5%);

* Senior subordinated notes, confirmed at B1 (LGD3, 35%) from B1
  (LGD2, 18%);

* Convertible subordinated notes, upgraded Caa1 (LGD5, 81%) from
  Caa2 (LGD4, 60%).

The last rating action was on December 15, 2009, when GenCorp,
Inc.'s ratings were placed on review for possible upgrade.

GenCorp Inc., headquartered in Rancho Cordova, CA, through its
Aerojet-General subsidiary produces propulsion systems and
products used in the aerospace and defense industries and has a
real estate segment whose activities relate to re-zoning,
entitlement, sale, and leasing of the Company's excess real estate
assets in the Sacramento, CA area.  Revenue for the last 12-month
period ended 11/30/09 was approximately $795 million.


GENCORP INC: Notes of Continued Progress on Cash Flow Goals
-----------------------------------------------------------
GenCorp Inc. disclosed that on March 26, 2010, Moody's Investors
Service upgraded both its Corporate Family Rating to B2 from B3
and Probability of Default ratings to B2 from Caa1.  In addition,
the senior secured credit facilities were upgraded to Ba2 from
Ba3, as well as the convertible subordinated notes to Caa1 from
Caa2.  The 9 1/2% senior subordinated notes were confirmed at B1.
Also, Moody's attached an outlook of "stable" to its credit rating
of the Company.

Moody's noted in its research update announcing the upgrade, "The
B2 CFR and stable rating outlook reflect GenCorp's improved
financial position and greater flexibility and the Company's
recent track record of stronger cash flow generation."

Moody's announcement follows a similar action taken by Standard &
Poor's Ratings Services (S&P).  On January, 22, 2010, S&P raised
its ratings of GenCorp Inc. to B- from CCC+ and removed all
ratings from CreditWatch.  S&P attached an outlook of "stable" to
its credit rating of the Company.

S&P noted in its research update announcing the upgrade, "The
rating actions follow the Company's repayment of $125 million of
debt that was tendered to it, with proceeds from the $200 million
in convertible subordinated debentures it issued in late December
2009."

"These upgrades validate continued progress in our longer-term
strategy to address our capital structure and focus on cash flow,"
said Kathy Redd, chief financial officer, GenCorp Inc.

Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a manufacturer of aerospace and
defense products and systems with a real estate segment that
includes activities related to the re-zoning, entitlement, sale,
and leasing of the Company's excess real estate assets.


GENERAL GROWTH: Begins Filing Omnibus Claims Objection
------------------------------------------------------
General Growth Properties Inc. and its units have begun filing
omnibus claims objections in their bankruptcy cases.

In the first omnibus claims objection, the Debtors seek to
disallow and expunge 99 claims, totaling $26,734,006 that are
duplicative of other claims filed by or on behalf of the sale
claimant.  A schedule of the claims subject to the 1st Omnibus
Claims Objection is available for free at:

       http://bankrupt.com/misc/ggp_1stOOClaimsSched.pdf

In the second omnibus claims objection, the Debtors seek to
disallow and expunge 98 claims amounting to $532,602,009 that are
duplicative of other claims filed by or on behalf of the same
claimant.  A schedule of the claims subject to 2nd Omnibus Claims
Objection is available for free at:

       http://bankrupt.com/misc/ggp_2ndOOClaimsSched.pdf

In the third omnibus claims objection, the Debtors ask the Court
to disallow and expunge 77 claims, totaling $20,018,991 that are
duplicative of other claims filed by or on behalf of the same
claimant.  A schedule of the claims subject to 3rd Omnibus Claims
Objection is available for free at:

       http://bankrupt.com/misc/ggp_3rdOOClaimsSched.pdf

BCSI Inc.'s GENERAL GROWTH BANKRUPTCY NEWS provides definitive
coverage of all omnibus claims objections, responses to claimants
with respect to those objections, related settlements entered into
by the parties, and orders entered by the Court.

                    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: Kirkland & Ellis, 4 Others Adjust Fees
------------------------------------------------------
Anup Sathy, P.C., Esq., a partner at Kirkland & Ellis LLP, filed a
declaration in response to the Fee Committee's concerns regarding
the firm's first interim fee application.  K&E sought payment of
fees for $6,968,587 and reimbursement of expenses for $349,415 for
the period April 16 to August 31, 2009.  With respect to the Fee
Committee's concerns regarding K&E's duplication of efforts with
attorneys from Weil Gotshal & Manges LLP on DIP loan issues, Mr.
Sathy explains that the work performed by K&E attorneys focused
on, among others, project-level issues raised in the objections to
the Debtors' DIP loan and project- level corporate governance
issues related to the DIP Loan.  K&E has agreed to reduce its fees
by
$100,000 and its expenses by $25,000, totaling $125,000.

Weil Gotshal previously filed its first interim fee application,
seeking payment of fees for $9,829,093 and reimbursement of
expenses for $391,834 for the period April 16 to August 31, 2009.
After a discussion with the Fee Committee, Weil Gotshal has agreed
to reduce its fees by $335,400 and expenses by $10,600 for the fee
period totaling $346,000, Adam Strochak, Esq., a partner at Weil
Gotshal, discloses.  Thus, Weil Gotshal seeks payment of its fees
for $9,493,693 and expenses for $381,234 for the fee period.

Houlihan Lokey Howard & Zukin Capital, Inc., in its first interim
fee application, seeks payment of fees for $1,136,666 and
reimbursement of expenses for $80,848.  To address the concerns
raised by the Fee Committee, Houlihan Lokey agreed to reduce its
travel-related expenses by $1,992; meal expenses by $3,506; and
expenses by $457 to account for non-reimbursable overhead charges,
totaling $5,956, Matthew R. Niemann, a managing director at
Houlihan Lokey, notes.

FTI Consulting Inc. sought payment of fees for $1,281,736 and
reimbursement of expenses for $17,046 for the period April 27 to
August 31, 2009.  Steven Simms, a member of FTI, discloses that
his firm agreed to reduce its fees and expenses aggregating
$38,500 in light of the Fee Committee's concerns.  FTI will also
categorize all time entries according to the project categories
and will try to recategorize all time entries made during the
second interim period, he adds.

Akin Gump Strauss Hauer & Feld LLP previously sought payment of
fees for $6,131,334 and reimbursement of expenses for $209,019 for
the period April 24, 2009 to August 31, 2009.  To address the Fee
Committee's concerns, Akin Gump has agreed to reduce its fees and
expenses in connection with its first interim fee application by
an aggregate amount of $125,000, including (i) a $3,249 reduction
for travel-related expenses, (ii) a $4,500 reduction for meal
expenses and a $716 reduction for photocopy charges.

                    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: Elliot Assoc. Has 2.2% Equity Stake
---------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission on March 18, 2010, Elliott Associates, L.P., reported
that it beneficially owns 6,886,300 shares of General Growth
Properties, Inc.'s common stock, representing 2.2% of the
317,304,152 shares of GGP common stock outstanding as of
February 24, 2010.

Elliott Associates directs the voting and disposition of these
shares.  The 6,886,300 shares of GGP's common stock consisting of
(i) 6,782,605 shares of common stock, and (ii) convertible notes
convertible into an additional 103,695 shares of Common Stock.

Elliott International, L.P. and Elliott International Capital
Advisors Inc. together own 9,852,395 shares of GGP's common stock,
representing 3.1% of GGP's total outstanding shares.  They have
shared power to dispose of and vote these shares.

Elliott International, L.P. and Elliott International Capital
Advisors Inc. are subsidiaries of Elliott Associates.

                    About General Growth

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

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

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


GENERAL MOTORS: Reveals Financial Leadership Changes
----------------------------------------------------
General Motors Vice Chairman and Chief Financial Officer Chris
Liddell disclosed a number of key finance leadership changes aimed
at further advancing the company's financial progress and
preparing for its return to public ownership in the future.

Walter Borst is named GM vice president and Promark Global
Advisors, Inc. chief executive officer, reporting to Liddell,
effective May 1, 2010.  Promark is a wholly-owned asset management
subsidiary of GM focused primarily on the management of retirement
plan assets, including GM's pension plans assets.  Mr. Borst, 48,
will also continue as chairman of the Adam Opel GmbH Supervisory
Board.  Opel is GM's principal European automotive subsidiary,
located in Germany.  Mr. Borst was most recently GM vice president
and treasurer, a post he has held since 2003.

"Walter has done an outstanding job as treasurer," said Liddell.
"He is a great fit to lead the team managing a crucial part of GM,
the $115 billion in assets at Promark."

During his 29 year GM career, Mr. Borst spent six years in Europe,
and served as chief financial officer of Opel.  Additionally, he
held a number of assignments in the Treasurer's Office in New York
and the Controller's Staff in Detroit.  Over the years, Mr. Borst
has been instrumental in a number of significant strategic and
capital market transactions for GM, including the recent GM
restructuring and sale of assets pursuant to Section 363 of the
U.S. Bankruptcy Code, and the global capital markets debt offering
to fund the GM pension deficit in 2003.  He has also served on the
GMAC Board of Directors.

Mr. Borst succeeds Nancy Everett, who has announced her intention
to leave the company June 1, 2010, and who will assist with the
transition.  Ms. Everett, 55, joined Promark Global Advisors as
chief investment officer in 2005.  She assumed the additional
responsibility of chief executive officer in January 2006.  In
2007, Ms. Everett restructured the portfolio to hedge against
volatility that ultimately helped GM's pension fund withstand the
negative market impact of 2008.

"Nancy was a valuable contributor during one of the most difficult
times in the financial market's history," said Liddell. "Under her
leadership, Promark delivered consistent performance for its
clients, often outperforming the market. We thank her for her
contribution."

Daniel Ammann has been appointed GM vice president finance and
treasurer, reporting to Liddell, effective May 1, 2010.  Mr.
Ammann, 37, was most recently managing director and head of
Industrials Investment Banking for Morgan Stanley, a position he
held since 2004.

"Dan brings a broad base of financial experience to this
position," said Liddell.  "It is a critical time in this company's
history and Dan's depth of knowledge of the financial community
and our business will be invaluable."

Mr. Ammann will lead the GM Treasurer's Office, based in New York,
with additional operations in Detroit, Shanghai, and Zurich.  The
global treasury operations include capital markets activities,
capital planning, business development, risk management, worldwide
pension funding, worldwide banking, and overseas and domestic
finance.

During his 11 years at Morgan Stanley, Mr. Ammann was instrumental
in many high profile assignments spanning a variety of technology,
service, and manufacturing clients.  His diverse experience in
mergers, acquisitions, raising capital, and restructuring includes
leading Morgan Stanley's banking team in advising GM on its
restructuring and sale pursuant to Section 363 of the U.S.
Bankruptcy Code.

                       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)


GENTA INC: Arcus Ventures Holds 9.9% of Common Stock
----------------------------------------------------
Arcus Ventures Fund, L.P.; Arcus Ventures Management, LLC, the
general partner of Arcus Ventures Fund; James B. Dougherty, a
member of Arcus Ventures Management; and Steven Soignet, a member
of Arcus Ventures Management, disclosed that they may be deemed to
beneficially own in the aggregate 23,315,632 shares or roughly
9.9% of the common stock of Genta Incorporated.

The 23,315,632 shares consist of 80,500 shares of Genta Common
Stock, 22,012,941 shares of Common Stock currently issuable upon
the conversion of Genta's September 2009 Note and 1,222,191 shares
of common stock issuable upon conversion of Genta's January 2010
Note.

Arcus Venture Fund also disclosed that it held as of March 16,
2010 (i) warrants that are currently exercisable -- October 2009
Warrants -- to purchase 562,500 shares of Common Stock, (ii)
warrants that are currently exercisable -- January 2010 Warrants -
- to purchase 202,500 shares of Common Stock, (iii) warrants that
are currently exercisable -- March 2010 Warrants -- to purchase
1,145,804 shares of Common Stock, (iv) purchase rights that are
currently exercisable -- December 2008 Purchase Rights -- to
acquire 77,812,500 shares of Common Stock and (v) purchase rights
that are currently exercisable -- October 2009 Purchase Rights --
to acquire 22,500,000 shares of Common Stock; however, each of the
October 2009 Warrants, the January 2010 Warrants, the March 2010
Warrants, the December 2008 Purchase Rights and the October 2009
Purchase Rights contains a limitation on exercise which prevents
Arcus Venture from such exercise if, after giving effect to the
exercise, Arcus Venture et al. would in the aggregate beneficially
own more than 4.99% of the outstanding shares of Common Stock.

Therefore, Arcus Venture et al. cannot exercise any of the October
2009 Warrants, the January 2010 Warrants, the March 2010 Warrants,
the December 2008 Purchase Rights and the October 2009 Purchase
Rights and, accordingly, do not beneficially own underlying shares
of Common Stock if such ownership would cause Arcus Venture et
al.'s beneficial ownership of Common Stock to exceed 4.99%.

On March 9, 2010, Arcus Venture et al. acquired from the Company
units consisting of:

     (i) a promissory note that will become convertible on
         September 9, 2010 into 28,000,000 shares of Common Stock
         -- B Note;

    (ii) a promissory note that will become convertible on
         September 9, 2010 into 28,000,000 shares of Common Stock
         -- C Note;

   (iii) a promissory note that will become convertible on
         September 9, 2010 into 14,000,000 shares of Common Stock
        -- D Note; and

   (iv) a purchase warrant -- March 2010 Purchase Warrant -- that
         is currently convertible into a promissory note -- E Note
         -- that would be convertible into 28,000,000 shares of
         Common Stock.

Each of the B Note, the C Note, the D Note and the March 2010
Purchase Warrant contains a limitation on exercise which prevents
Arcus Venture et al. from such exercise if, after giving effect to
the exercise, Arcus Venture et al. would in the aggregate
beneficially own more than 9.99% of the outstanding shares of
Common Stock.  Therefore, Arcus Venture et al. cannot exercise any
of the B Note, the C Note, the D Note and the March 2010 Purchase
Warrant and, accordingly, do not beneficially own underlying
shares of Common Stock if such ownership would cause Arcus Venture
et al.'s beneficial ownership of Common Stock to exceed 9.99%.

                    About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated is a
biopharmaceutical company engaged in pharmaceutical (drug)
research and development, its sole reportable segment.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

As reported by the Troubled Company Reporter on December 7, 2009,
Genta has said its recurring losses and negative cash flows from
operations raise substantial doubt about its ability to continue
as a going concern.  With no further financing, management
projects that the Company will run out of funds in the second
quarter of 2010.

The Company has said it will require additional cash to maximize
its commercial opportunities and continue its clinical development
opportunities.  If the Company is unable to raise additional
funds, it could be required to reduce its spending plans, reduce
its workforce, license one or more of its products or technologies
that it would otherwise seek to commercialize itself, sell certain
assets, cease operations, or declare bankruptcy.

At September 30, 2009, the Company had total assets of $18,853,000
against total current liabilities of $12,013,000 and total long-
term liabilities of $3,346,000, resulting in stockholders' equity
of $3,494,000.


GENTA INC: Boxer Capital Holds 9.99% of Common Stock
----------------------------------------------------
Boxer Capital, LLC; Boxer Asset Management Inc.; Joseph Lewis, and
MVA Investors II, LLC, disclosed that as of March 9, 2010, they
may be deemed to beneficially own in the aggregate 21,075,779
Common Shares of Genta Incorporated, which constitute 9.999% of a
notional number of Genta's outstanding Common Shares -- based on a
calculation of (i) 191,810,882 shares outstanding as of
December 16, 2009, as reported in Genta's Prospectus filed with
the SEC on December 23, 2009 and (ii) 21,075,779 Common Shares
underlying currently convertible Notes held by Boxer et al.

Boxer Capital, Boxer Management and Joseph Lewis own $445,626.40
principal amount of Genta's July 2011 Notes and $120,371.47
principal amount of Genta's September 2011 Notes.  MVA owns
$106,154.60 principal amount of the July 2011 Notes and $32,941.16
principal amount of the September 2011 Notes.

Boxer Management is the managing member and majority owner of
Boxer Capital.  Joseph Lewis is the sole indirect owner and
controls Boxer Management.  MVA is the independent, personal
investment vehicle of certain employees of Boxer Capital and
Tavistock Life Sciences Company, which is a Delaware corporation
and an affiliate of Boxer Capital.  MVA is not controlled by Boxer
Capital, Boxer Management and Joseph Lewis.

                    About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated is a
biopharmaceutical company engaged in pharmaceutical (drug)
research and development, its sole reportable segment.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

As reported by the Troubled Company Reporter on December 7, 2009,
Genta has said its recurring losses and negative cash flows from
operations raise substantial doubt about its ability to continue
as a going concern.  With no further financing, management
projects that the Company will run out of funds in the second
quarter of 2010.

The Company has said it will require additional cash to maximize
its commercial opportunities and continue its clinical development
opportunities.  If the Company is unable to raise additional
funds, it could be required to reduce its spending plans, reduce
its workforce, license one or more of its products or technologies
that it would otherwise seek to commercialize itself, sell certain
assets, cease operations, or declare bankruptcy.

At September 30, 2009, the Company had total assets of $18,853,000
against total current liabilities of $12,013,000 and total long-
term liabilities of $3,346,000, resulting in stockholders' equity
of $3,494,000.


GREEKTOWN HOLDINGS: Noteholders Oppose to Case Closing This Month
-----------------------------------------------------------------
The Noteholder Plan Proponents, including the Official Committee
of Unsecured Creditors, in a March 18, 2010 court filing,
expressed their objection to a closing of the Chapter 11 cases of
Greektown Holdings LLC and its debtor affiliates within this
month.

The Noteholder Plan Proponents consist of (i) certain
noteholders, which include Manulife Global Fund U.S. Bond
Fund, John Hancock II Strategic Income Fund, and Oppenheimer
Strategic Income Fund, and Sola Ltd.; (ii) the Official Committee
of Unsecured Creditors; and (ii) Deutsche Bank Trust Company
Americas, as indenture trustee for senior notes due 2013 issued
by the Debtors.

As previously reported, the U.S. Bankruptcy Court for the Eastern
District of Michigan issued a "Notice of Confirmation and
Opportunity to Object to the Closing of the Case" dated
January 22, 2010, indicating that it would close the Debtors'
Chapter 11 cases within 60 days or on or about March 23, 2010,
unless an objection is filed within that time.

Allan S. Brilliant, Esq., at Dechert LLP, in New York --
abrilliant@dechert.com -- asserts that the Noteholder Plan
Proponents are working diligently to consummate the Noteholder
Plan as expeditiously as possible and have already satisfied
certain of the conditions precedent to plan consummation.  He
adds that the Noteholder Plan Proponents are on track to achieve
consummation of the Noteholder Plan before June 30, 2010.

Mr. Brilliant, however, points out that certain regulatory
approvals remain outstanding and will not likely occur before the
60-day deadline set by the Court.

By their objection, the Noteholder Plan Proponents seek to keep
the Debtors' Chapter 11 cases open for an indefinite period of
time in order to enable them to accomplish all the tasks that, by
the terms of the Noteholder Plan, will remain to be completed
even after the Plan Effective Date and for which the Court will
retain jurisdiction.

Mr. Brilliant contends that the Parties are still actively
pursuing required regulatory approvals from the City of Detroit
and the Michigan Gaming Control Board.  Those approvals, he
avers, require more than 60 days to be completed.

In addition, Mr. Brilliant points out that even after the
occurrence of the Effective Date, many matters required or
contemplated under the Noteholder Plan will remain outstanding,
necessitating that the cases remain open for an additional time.
Among others, he notes that various deadlines under the
Noteholder Plan are triggered from the Effective Date, which
include (i) the Administrative Claims Bar Date, which is 45 days
after the Effective Date, and (ii) the time for the Reorganized
Debtors and the Litigation Trust created under the Plan to object
to claims, which is within 180 days after the Effective Date.
Activities related to claim reconciliation and objections are
ongoing and will continue for more than 60 days from
confirmation, he adds.

Moreover, the "Bond Avoidance Action Claims" have not yet been
commenced, Mr. Brilliant says.

Against this backdrop, the Noteholder Plan Proponents aver that
they object to the closing of the Debtors' cases at this time.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GREEKTOWN HOLDINGS: Settlement with City of Detroit Approved
------------------------------------------------------------
Greektown Holdings Inc. and its units, the noteholders who were
proponents to their court-confirmed Plan, the Official Committee
of Unsecured Creditors, and the City of Detroit obtained approval
from the Bankruptcy Court to enter into an amended settlement
agreement they reached among themselves, which provides a
resolution of all the outstanding disputes between the Debtors and
the City, including disputes relating to (i) the Debtors'
Development Agreement with the City and the assumption of that
Agreement, (ii) a certain Tax Rollback, and (iii) the City's
reservation of rights in the Court's order confirming the
Noteholder Proponents' Chapter 11 Plan for the Debtors.

The Tax Rollback refers a rollback of the wagering tax pursuant
to the Michigan Gaming Control and Revenue Act and other
applicable law, effective as of February 15, 2009.  The Rollback
may be granted by the Michigan Gaming Control Board.

The Debtors, Merrill Lynch Capital Corporation, as administrative
agent for the prepetition lenders and the DIP lenders, and the
City of Detroit previously asked Judge Shapero to approve a
settlement agreement that aims to resolve issues among them in
November 2009.  The Original Settlement, however, was not
supported by the Creditors Committee; Deutsche Bank Trust Company
Americas, as indenture trustee for senior notes due 2013 issued
by Greektown Holdings and Greektown Holdings II; and MFC Global
Investment Management (U.S.) LLC.  In addition, the Original
Settlement was rejected by the Detroit City Council.

The Parties assert that the Amended Settlement is fair and
reasonable; is in the best interests of the Debtors, their
estates, and creditors; and should be approved by the Court in
its entirety.

Representing the Noteholder Plan Proponents, Allan S. Brilliant,
Esq., at Dechert LLP, in New York, avers that the terms of the
Amended Settlement are substantially similar to those under the
Original Settlement Agreement, except for certain modifications
which make the Settlement more favorable to the Debtors and
certain modifications to the amounts owed to the City.  He tells
the Court that after the entry of the Noteholder Plan
Confirmation Order, the Noteholder Plan Proponents engaged in
arm's-length negotiations with the City, which ultimately
culminated in the execution of the Amended Settlement.  Moreover,
the City Council voted to accept the Settlement on February 4,
2010.

The salient terms of the Amended Settlement are:

  -- The Amended Settlement is conditioned on obtaining Court
     approval for the pact on or before February 22, 2010 and
     consummation of the Noteholder Plan.  In the event the
     Noteholder Plan is not consummated or the Court does not
     approve the Amended Settlement, it will be deemed null and
     void.

  -- As consideration for the release and settlement of all
     disputed matters among the parties, the Debtors agree to
     pay to the City $16,629,000, subject to certain provisions
     and payable in this manner:

        * A $3,500,000 initial cash payment to be paid within
          two business days of the entry of the order approving
          the Amended Settlement;

        * A credit, to be applied at the time of the Final Cash
          Payment to reduce the Settlement Payment, in an amount
          equal to $3,529,000, which represents the difference
          between (i) the amount of gaming taxes paid by the
          Debtors to the City between February 15, 2009 and
          February 15, 2010, and (ii) the amount that would have
          been paid by the Debtors between February 15, 2009 and
          February 15, 2010 had the Tax Rollback been effective
          as of February 15, 2009; and

        * A final cash payment of $9,600,000, which represents
          the Settlement Payment, less the sum of (i) the amount
          of the Initial Cash Payment, and (ii) the amount of
          the Tax Rollback Credit.  The Final Cash payment will
          be paid within two business days on the earlier of (i)
          the effective date of the Noteholder Plan, and (ii)
          certain conditions set forth in the Settlement having
          been met.

  -- These parties also agree to perform these actions:

        * The City will make no further demand to seek a 1% tax
          Increase.  On the date of the Final Cash Payment, the
          City will acknowledge and agree that the Tax Increase
          is neither applicable nor payable.

        * The City will dismiss the Adversary Proceeding it
          initiated against the Debtors relating to the
          Development Agreement and the related Appeal with
          prejudice, and will waive any and all claims of
          default under the Development Agreement.

        * The City will not take any actions inconsistent with,
          and will use its best efforts to support and cooperate
          publicly and actively with the Debtors' efforts to
          obtain the Tax Rollback.

        * To the extent any consent is required under any
          applicable law, contract, or otherwise, the City will
          consent to the transfer of the ownership of the Casino
          and the Development Agreement, whichever is in effect,
          to the Reorganized Debtors on the terms and in
          accordance with the Noteholder Plan.

        * The City will issue all appropriate certificates of
          occupancy, permits, zoning approval or variance or
          other similar regulatory approvals as contemplated by
          or required under the Development Agreement,
          including, but not limited to, approvals for the
          revised site plan based on drawings dated July 27,
          2009, that were previously submitted to the City
          showing the Event Center as white box space, a revised
          building permit and a final certificate of occupancy
          based on the revised building permit.

        * In the event the Reorganized Debtors offer to sell
          shares to the public in an underwritten public
          offering within three years of the Plan Effective
          Date, to the extent permitted by any rules and
          regulations regulating the Reorganized Debtors or the
          underwriters of the offering, the Reorganized Debtors
          will recommend to the underwriters of the offering to
          allow City of Detroit residents to participate in a
          "directed share program," limited to 5% of the total
          offering and will consider, in their sole discretion,
          whether to ask that the underwriters, as to the 5%
          portion of the "directed share program," offer the
          directed shares to the directed share recipients at
          the discount price at which the underwriter purchases
          the shares.

  -- The Amended Settlement provides the parties with a limited
     mutual release from all claims relating to any disputed
     matter or dispute proceeding.

Mr. Brilliant summarizes the provisions that represent the
significant differences between the Amended Settlement and the
Original Settlement Agreement:

  (a) The Economic Development Corporation of the City of
      Detroit is not a party to the Amended Settlement and the
      provisions in the Original Settlement Agreement that inure
      to its benefit or require EDC's consent are stricken.

  (b) The Parties agree on the composition and members of the
      Reorganized Debtors board of directors and its management
      Company.  They further agree that either: (i) at least one
      Board member will be from Detroit and be reasonably
      acceptable to the Mayor and City Council; or (ii) an
      unpaid ombudsman would be appointed to be selected by the
      Mayor and approved by the City Council and who is
      reasonably acceptable to the Reorganized Debtors.

  (c) The Reorganized Debtors secured debt ceiling increased
      from $350,000,000 to $450,000,000.

  (d) The Settlement no longer contains a requirement that
      Greektown Casino, the City and the EDC enter into a
      Revised Development Agreement, which, in the Original
      Settlement Agreement, was to amend and supersede in all
      respects the Development Agreement.

  (e) Payment of all development costs, as defined in the
      Development Agreement, incurred by the City from Jan. 1,
      2010, through and including the Effective Date of the
      Noteholder Plan.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GREEKTOWN HOLDINGS: MGCB OKs Tax Rollback for Casino
----------------------------------------------------
The Michigan Gaming Control Board granted a tax rollback for
Greektown Casino on March 9, 2010, according to The Detroit Free
Press.

The MGCB approved a rollback of the Casino's wagering tax rate to
19% retroactive to February 15, 2009, the report notes.  A 24%
wagering tax rate was previously imposed on the Casino.

The tax rate rollback was issued upon the request of Greektown
Casino and upon the MGCB's determination that the Casino has
fulfilled the terms of its development agreement with the city of
Detroit, which provided among others that the Casino build and
operate a 400-room hotel, the report adds.

In light of the Tax Rollback, Greektown Casino is expected to
recover $18.5 million back, The Detroit Free Press' John Wisely
relates.  About $16 million of that amount will be used by the
Casino to settle its disputes with the city of Detroit, he notes.
The City has agreed to support the tax rollback request in return
for the settlement payment.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GREEKTOWN HOLDINGS: Luna Wants Payment of Attorney's Fees
---------------------------------------------------------
Luna Greektown LLC and Plainfield Asset Management LLC and its
affiliates ask the Court to allow as administrative expenses a
portion of the legal fees and costs incurred by Foley & Lardner
LLP on their behalf during the period from July 1, 2009 through
and including October 22, 2009 in connection with work related to
the disclosure statements and bankruptcy plans the Luna Claimants
submitted in the Debtors' Chapter 11 cases.

The Luna Claimants seek $418,410 for Foley & Lardner's fees and
expenses.

The Firm notes that the total time it spent during the Fee Period
was approximately 950.6 hours of legal services to the Luna
Claimants for a total charge of $407,465 in fees and $10,945 in
expenses.

Salvatore A. Barbatano, Esq., at Foley & Lardner, in Detroit,
Michigan -- sbarbatano@foley.com -- asserts that the Luna
Claimants must be reimbursed because they have made a substantial
contribution to the Debtors' Chapter 11 cases.  He explains that
the Luna Claimants' role was critical because it created a
competitive bidding environment that shed light on licensing
issues previously ignored by the parties and motivated the
Noteholder Plan Proponents to develop a more viable exit scheme
under a more reasonable timetable.

"By submitting a competing Chapter 11 plan and disclosure
statement, the Luna Claimants acted as a catalyst for a
competitive bidding process and identified key deficiencies in
the Debtors' [Chapter 11] plan," Mr. Barbatano says.

Accordingly, Mr. Barbatano asserts that the efforts of the Luna
Claimants constitute a "substantial contribution" to the Debtors'
estates under Section 503(b)(3)(D) of the Bankruptcy Code and
that their request for reimbursement should be approved as an
administrative expense of the estates.

Section 503(b)(3)(D) provides that the Court may allow, as an
administrative expense, the payment of the expenses of a
"creditor, an indenture trustee, an equity holder, or a committee
representing creditors or equity holders other than a committee
appointed under Section 1102 of this title, in making a
substantial contribution in a case under Chapter 9 or 11 of this
title."

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GUIDED THERAPEUTICS: Roth and Stark Hold Less Than 5% of Shares
---------------------------------------------------------------
Michael A. Roth and Brian J. Stark disclosed that as of
December 31, 2009, they may be deemed to hold less than 5% of the
common stock of Guided Therapeutics Inc.

                     About Guided Therapeutics

Norcross, Georgia-based Guided Therapeutics, Inc. (Pink Sheets:
GTHP) is a medical technology company focused on developing
innovative medical devices that have the potential to improve
health care.  The Company is currently focused on completing the
development of cervical cancer detection device.

                            *    *    *

At September 30, 2009, the Company had $1,385,000 in total assets
against $12,694,000 in total liabilities, resulting in $11,309,000
in capital deficit.


GUIDED THERAPEUTICS: SDS Capital Holds 5.32% of Common Stock
------------------------------------------------------------
SDS Capital Group SPC, Ltd., c/o Ogier Fiduciary Services (Cayman)
Ltd., in George Town, Grand Cayman, Cayman Islands; SDS
Management, LLC, as Investment Manager based in Old Greenwich, CT;
and Steven Derby, Sole Managing Member of the Investment Manager,
disclosed that as of December 31, 2009, they may be deemed to
beneficially own 929,729 shares or roughly 5.32% of Guided
Therapeutics, Inc.

                     About Guided Therapeutics

Norcross, Georgia-based Guided Therapeutics, Inc. (Pink Sheets:
GTHP) is a medical technology company focused on developing
innovative medical devices that have the potential to improve
health care.  The Company is currently focused on completing the
development of cervical cancer detection device.

                            *    *    *

At September 30, 2009, the Company had $1,385,000 in total assets
against $12,694,000 in total liabilities, resulting in $11,309,000
in capital deficit.


HAWAIIAN TELCOM: Gets OK to Pay Incentives to Union Employees
-------------------------------------------------------------
Judge Lloyd King of the United States Bankruptcy Court for the
District of Hawaii authorized Hawaiian Telcom Communications,
Inc. and its debtor affiliates to make performance payments to
about 845 unionized employees pursuant to the Debtors' 2009
annual compensation program on or before March 31, 2010.

The confirmed Amended Joint Plan of Reorganization allows the
Debtors to make payments of up to $8.5 million to employees
pursuant to the 2009 Performance Compensation Program on the
effective date of the Plan.

As of March 26, 2010, the Amended Plan has not yet been declared
effective.  As previously reported, the Amended Plan will only be
declared effective after the Debtors receive the necessary
regulatory approvals.  Hawaiian Telcom is currently working on
obtaining from Hawaii Public Utilities Commission a regulatory
approval, which could be handed down in five to eight months.

                   About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWAIIAN TELCOM: Zolfo Cooper's Fees Reeduced to $90,000 Per Month
------------------------------------------------------------------
Hawaiian Telcom Communications Inc. and its units obtained the
Court's authority to enter into an Amendment No. 1 to the services
agreement they entered with Zolfo Cooper Management, LLC, and
Kevin Nystrom.

As previously reported, the Debtors engaged Zolfo Cooper for the
provision of services of Mr. Nystrom as the Debtors' chief
restructuring officer and other professional staff to serve as
the Debtors' associate directors for restructuring services.

Pursuant to the Amendment, the parties agree to reduce Zolfo
Cooper's monthly compensation from $225,000 to $90,000, effective
January 1, 2010, and continuing through the term of the Agreement.

A full-text copy of the Amendment No.1 to the Zolfo Cooper
Agreement is available for free at:

         http://bankrupt.com/misc/HawTel_AmendmentNo1.pdf

The Debtors believe that modification of Zolfo Cooper's
engagement is necessary and beneficial to their estates.

                   About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWAIIAN TELCOM: Court OK's Kirkland's $2.61-Mil. Fees for Q4
-------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, the
Bankruptcy Court approved the fee applications of five
professionals for the fee period from October 1, 2009 through
December 31, 2009:

Professional                               Fees      Expenses
------------                            ----------   --------
Kirkland & Ellis LLP                    $2,613,584   $242,751
Morrison & Foerster LLP                  1,674,431    183,926
Cades Schutte LLP                          274,883     26,903
Deloitte & Touche LLP                      243,362          0
Moseley Biehl Tsugawa Law & Muzzi LLLC     123,684     14,848

The Court also awarded Deloitte $21,995 for the State of Hawaii
General Excise Tax, consisting of $11,467 for the period from
October 1, 2009 to December 31, 2009; $860 for the period from
April 1, 2009 to June 30, 2009; and $9,668 for the period from
July 1, 2009 to September 30, 2009.

The Court awarded Cades Schutte $14,111 for the State of Hawaii
General Excise Tax for the period from October 1, 2009 to
December 31, 2009.

Kirkland & Ellis is the Debtors' lead counsel.  Cades Schutte is
the Debtors' co-counsel.  Deloitte & Touche acts as the Debtors'
auditor.

Morrison & Foerster acts as lead counsel to the Official
Committee of Unsecured Creditors while Moseley Biehl serves as
the Committee's co-counsel.

In another filing, Zolfo Cooper Management LLC seeks payment of
fees for $225,000 and reimbursement of expenses for $983 for the
period from October 1, 2009 to December 31, 2009.  Zolfo also
seeks payment of State of Hawaii General Excise Tax for $10,602.
The Debtors engaged Zolfo for the provision of Kevin Nystrom as
their chief restructuring officer.

The Law Offices of Gregory J. Vogt, PLLC, also seeks payment of
$44,475 in fees and reimbursement of $414 in expenses for the
month of January 2010.  Gregory Vogt serves as special counsel to
the Debtors.

Judge King approved FTI Consulting, Inc.'s final fee application
and awarded the firm $2,438,710 in fees and $153,840 in expenses
for the period from December 12, 2008 to December 18, 2009.  FTI
is financial advisor to the Official Committee of Unsecured
Creditors.

                      Lazard Defends Fees

Meanwhile, in response to the U.S. Trustee's objection to its fee
applications, Lazard Freres & Co. LLC argues that its fees are
"market" and are reasonable under Sections 328 and 330 of the
Bankruptcy Code.  Counsel to Lazard Freres, Elizabeth A. Kane,
Esq., at Law Office of Elizabeth A. Kane, LLC, in Honolulu,
Hawaii -- ekane@aloha.net -- asserts that Lazard was instrumental
in assisting confirmation of the Debtors' Amended Joint Chapter 11
Plan of Reorganization.  The testimony of Lazard's two
confirmation witnesses, Nick Melton and Suneel Mandava, was
valuable to confirmation, she maintains.  Ms. Kane points out the
Court specifically concluded that Mr. Melton's valuation analysis
was more persuasive than the other valuation witnesses.  The
Court also found, she adds, that Mr. Mandava's application of the
Black Scholes analysis was correct in assessing the warrants
proposed under the Plan.

Ms. Kane also asserts that U. S. Trustee for Region 15 Tiffany
Carroll's arguments regarding Lazard's diminished role because
the Plan did not involve new buyers or investors are baseless.
Lazard ran an extensive search and succeeded in locating
interested buyers, however, based on the potential buyers' formal
and informal indications of interest, the restructuring plan
developed with the Debtors' secured lenders maximized value for
the Debtors' estates, Ms. Kane points out.  Lazard, she adds,
also performed all the necessary services and ran the processes
to enable the Debtors and creditors to decide on the appropriate
resolution of the Debtors' Chapter 11 cases.

In connection with the U.S. Trustee's request to review invoices
for legal expenses incurred by Lazard, those invoices have been
provided to the U.S. Trustee, Ms. Kane says.  Over half of those
expenses relate to the legal expenses Lazard incurred in
connection with plan confirmation discovery and hearings and the
remaining expenses relate to the retention matters that were
raised in the Debtors' Chapter 11 cases, she relates.

                   About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


INDALEX INC: Buyer Won't Assume Pension Plan; PBGC Steps In
-----------------------------------------------------------
The Pension Benefit Guaranty Corporation has assumed
responsibility for four underfunded pension plans covering nearly
3,100 former workers and retirees of Indalex Inc., a maker of
alloy extrusion products in Lincolnshire, Ill.

The PBGC stepped in because the pension plans faced abandonment
after the company sold substantially all of its assets while in
bankruptcy proceedings.  The buyer is unwilling to assume
responsibility for the plans. Retirees and beneficiaries will
continue to receive their monthly benefit checks without
interruption, and other participants will receive their pensions
when they are eligible to retire.

The plans are:

    * Indalex USA Pension Plan

    * Pension Plan for Employees of Aluminum Industry & Allied
      Industries of the Greater Youngstown, Ohio, Metropolitan
      Area -- Indalex, Inc.- Girard

    * Pension Plan for Employees of Aluminum Industry & Allied
      Industries of the Greater Youngstown, Ohio, Metropolitan
      Area -- Indalex, Inc. -- Niles Extrusion

    * Pension Plan for Employees of Aluminum Industry & Allied
      Industries of the Greater Youngstown, Ohio, Metropolitan
      Area -- Indalex, Inc. -- Niles Casting

Collectively, the plans are 57% funded with $62.4 million in
assets to cover $109.8 million in benefit liabilities.  The agency
will be responsible for $47.1 million of the $47.4 million
shortfall.

Within the next several weeks, the PBGC will send notification
letters to all participants in Indalex plans.  Under provisions of
the Pension Protection Act of 2006, the maximum guaranteed pension
the PBGC can pay is determined by the legal limits in force on the
date of the plan sponsor's bankruptcy.  Therefore participants in
the plan are subject to the limits in effect when Indalex filed
for bankruptcy protection on March 20, 2009, which set a maximum
guaranteed amount of $54,000 a year for a 65-year-old.  The agency
became trustee of the plans on March 23, 2010.

The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits. In addition, certain early
retirement subsidies and benefit increases made within the past
five years may not be fully guaranteed.

Indalex filed for Chapter 11 protection in the U.S. Bankruptcy
Court in Wilmington, Del., because of financial difficulties
brought on by the global economic slowdown, which spurred a drop
in demand, earnings, and liquidity.  On July 2, 2009, the
company's sale to Sapa holdings AB, a Swedish aluminum products
maker, was approved. The transaction included 10 active plants in
North America.

Workers and retirees with questions may consult the PBGC Web site,
http://www.pbgc.gov/or call toll-free at 1-800-400-7242.  For
TTY/TDD users, call the federal relay service toll-free at
1-800-877-8339 and ask for 800-400-7242.

Indalex retirees who draw a benefit from the PBGC may be eligible
for the federal Health Coverage Tax Credit. Further information
may be found on the PBGC Web site at http://www.pbgc.gov/workers-
retirees/benefits-information/content/page13692.html

Assumption of the plan's unfunded liabilities will increase the
PBGC's claims by $47.1 million and was not previously included in
the agency's fiscal year 2009 financial statements.

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans. The agency receives no funds from
general tax revenues. Operations are financed largely by insurance
premiums paid by companies that sponsor pension plans and by
investment returns.


INTERNATIONAL COAL: Amends Terms of Tender Offer for 9% Notes
-------------------------------------------------------------
International Coal Group, Inc., has filed Amendment No. 2 to amend
and supplement the terms of the issuer tender offer statement on
Schedule TO the Company filed with the Securities and Exchange
Commission on March 8, 2010.  The Schedule TO relates to the
offer by the Company to purchase for cash any and all of its
outstanding 9.00% Convertible Senior Notes due 2012 upon the terms
and subject to the conditions set forth in the Offer to Purchase,
dated March 8, 2010, and in the related Letter of Transmittal.

On March 18, 2010, International Coal announced certain amendments
to its cash tender offer for any and all of the $139.5 million
aggregate principal amount of its outstanding 9.00% Convertible
Senior Notes due 2012 (CUSIP Nos. 45928HAD8, 45928HAE6).  The
principal amendments to the tender offer are to: (1) change the
Pricing Date from April 5, 2010 to April 1, 2010 and eliminate
various tender and withdrawal procedures and information
deliveries that were related to a Pricing Date of April 5, 2010;
(2) clarify that the daily volume-weighted average price of the
Company's common stock is calculated by reference to all trades of
the common stock reported on Bloomberg Financial Services during
the applicable measurement period and not just trades of the
common stock on the New York Stock Exchange and (3) report the
closing of the Company's concurrent offerings of convertible notes
and common stock, which satisfied the refinancing condition to the
tender offer.

The expiration time of the tender offer has not been extended and
remains midnight, New York City time, on April 5, 2010, unless
extended or earlier terminated by the Company.  To be eligible to
receive the purchase price for tendered Convertible Notes, holders
must validly tender and not validly withdraw their Convertible
Notes at or prior to the Expiration Time.

The Company has engaged UBS Investment Bank and Morgan Stanley as
Dealer Managers for the tender offer.  Persons with questions
regarding the tender offer should contact UBS Investment Bank
toll-free at (888) 719-4210 or collect at (203) 719-4210 or Morgan
Stanley toll-free at (800) 624-1808 or collect at (212) 761-5384.
Requests for documents should be directed to D. F. King & Co.,
Inc., the Information Agent and Depositary for the tender offer,
at (212) 269-5550 (banks and brokers) or (800) 431-9633 (all
others).

A full-text copy of Amendment No. 2 is available at no charge
at http://ResearchArchives.com/t/s?5cb4

A full-text copy of Amendment No. 1 is available at no charge
at http://ResearchArchives.com/t/s?5cb5

Scott Depot, West Virginia-based International Coal Group, Inc.
(NYSE: ICO) produces coal in Northern and Central Appalachia and
the Illinois Basin.  The Company has 13 active mining complexes,
of which 12 are located in Northern and Central Appalachia, and
one in Central Illinois.  ICG's mining operations and reserves are
strategically located to serve utility, metallurgical and
industrial customers throughout the eastern United States.

                           *     *     *

As reported by the Troubled Company Reporter on March 11, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on International Coal Group LLC to 'B+' from 'B-'.

The TCR on March 10, 2010, Moody's Investors Service affirmed the
ratings of International Coal Group, including the corporate
family rating of Caa1.  Moody's assigned a Caa1 (LGD 4; 57%)
rating to the company's new $200 million second lien senior
secured notes due 2018.  The rating outlook remains stable.


INTERSTATE HOTELS: Moody's Confirms 'Caa1' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service confirms and will withdraw the Caa1
corporate family rating of Interstate Hotels & Resorts.
Interstate is the largest US independent hotel management company
which also has ownership interests in a number of hotel
properties.  Moody's will withdraw these ratings because
Interstate has been acquired by a 50/50 joint venture between
subsidiaries of Thayer Hotel Investors V-A LP, a private equity
fund sponsored by Thayer Lodging Group, and Shanghai Jin Jiang
International Hotels (Group) Company Limited.  Thayer Lodging,
founded in 1991, is a leading private equity sponsor that invests
exclusively in the lodging sector.  Jin Jiang Hotels is the
world's 13th largest hotel company in terms of number of rooms
according to Hotels Magazine.

Moody's last rating action on Interstate Hotels & Resorts was on
December 18, 2009, when Moody's placed the ratings under review
direction uncertain following the announcement of the expected
acquisition.

Interstate Hotels & Resorts is based in Arlington, Virginia, USA
and has ownership interests in 56 hotels and resorts, including
seven wholly-owned assets.  Together with these properties, the
company and its affiliates manage a total of 224 hospitality
properties with over 45,000 rooms in 37 states, the District of
Columbia, Russia, Mexico, Belgium, Canada and Ireland.


IRVINE SENSORS: Inks Subscription Deals with 55 Creditors
---------------------------------------------------------
Irvine Sensors Corporation entered into a Subscription Agreement
with seven accredited investors, pursuant to which the company
sold and issued to the investors an aggregate of 16.50 "Units" for
$99,000 in cash.

In addition, the Company also entered into a Subscription
Agreement with 48 accredited investors, pursuant to which the
Company sold and issued to the Investors an aggregate of 258.72
convertible debenture units at a purchase price of $6,000 per Unit
in an initial closing of a private placement.  The $1,552,300
aggregate purchase price for these Units was paid in cash to the
Company.

Each Unit is comprised of (i) one one-year, unsecured convertible
debenture with a principal repayment obligation of $5,000 that is
convertible at the election of the holder into shares of the
Company's Common Stock at the conversion price; (ii) one one-year,
unsecured non-convertible debenture with a principal repayment
obligation of $5,000 that is not convertible into Common Stock;
and (iii) a five-year warrant to purchase 3,125 shares of the
Company's Common Stock.  $3,000 of the Unit Price was paid for
each Convertible Debenture and $3,000 of the Unit Price was paid
for each Non-Convertible Debenture.  The conversion price
applicable to the Debentures and the exercise price applicable to
the Investor Warrants is $0.40 per share, which was greater than
the last consolidated closing bid price of the Company's Common
Stock as determined in accordance with Nasdaq rules immediately
preceding the Company entering into the applicable binding
Subscription Agreement.

The Debentures bear simple interest at a rate per annum of 20% of
their original principal value.  Interest on the Debentures
accrues and is payable quarterly in arrears and is convertible at
the election of the Company into shares of Common Stock at the
conversion price.  The conversion price of the Debentures is
subject to adjustment for stock splits, stock dividends,
recapitalizations and the like.  Unpaid and unconverted principal
value of the Debentures may be repaid in cash prior to maturity at
110% of such principal value.  The amounts owing under the
Debentures may be accelerated upon the occurrence of certain
events of default, such as the termination of existence of the
Company, the appointment of a receiver or custodian for the
Company or any part of its property if such appointment is not
terminated or dismissed within thirty days, the institution
against the Company or the voluntary commencement by the Company
of any proceedings under the United States Bankruptcy Code or any
other federal or state bankruptcy, reorganization, receivership or
other similar law affecting the rights of creditors generally
which proceeding is not dismissed within sixty days of filing, the
failure to pay interest on the Debentures, or an assignment by the
Company for the benefit of its creditors or an admission in
writing by the Company of its inability to pay its debts as they
become due.

The total number of shares of Common Stock issuable upon
conversion of the principal and interest under the Debentures at
the conversion price is 4,816,290 in the aggregate.  The total
number of shares of Common Stock issuable upon exercise of the
Investor Warrants at the exercise price is 860,047 in the
aggregate.  The Company may at its option expand this Private
Placement.

In consideration for services rendered as the lead placement agent
in the Private Placement, on March 18, 2010, the Company paid the
placement agent cash commissions, a management fee and an expense
allowance fee aggregating $201,799, which represents 13% of the
gross proceeds of the initial closing of the Private Placement,
and issued to the placement agent a five-year warrant to purchase
an aggregate of 504,497 shares of the Company's Common Stock at an
exercise price of $0.40 per share and, as a retainer, a five-year
warrant to purchase an aggregate of 450,000 shares of the
Company's Common Stock at an exercise price of $0.40 per share,
which was greater than the last consolidated closing bid price of
the Company's Common Stock as determined in accordance with Nasdaq
rules immediately preceding the Company entering into such
warrants.

In consideration for services rendered as the lead placement agent
in the Private Placement, on March 24, 2010, the Company paid the
placement agent cash commissions, a management fee and an expense
allowance fee aggregating $12,870, which represents 13% of the
gross proceeds of the second closing of the Private Placement, and
issued to the placement agent a five-year warrant to purchase an
aggregate of 32,175 shares of the Company's Common Stock at an
exercise price of $0.40 per share, which was greater than the last
consolidated closing bid price of the Company's Common Stock as
determined in accordance with Nasdaq rules immediately preceding
the Company entering into such warrant.  The warrants issued to
the placement agent are referred to in this report collectively as
the "Agent Warrants."

The Investor Warrants and Agent Warrants may be exercised in cash
or pursuant to a net exercise provision if the Company does not
register the shares of Common Stock issuable upon exercise of the
Investor Warrants or Agent Warrants on or prior to the six-month
anniversary of the issuance date of the warrants.  The exercise
price of the Investor Warrants and the Agent Warrants is subject
to adjustment for stock splits, stock dividends, recapitalizations
and the like.  The Debentures, Investor Warrants and Agent
Warrants also are subject to a blocker that would prevent each
holder's Common Stock ownership at any given time from exceeding
4.99% of the Company's outstanding Common.

None of the Units, Debentures, Investor Warrants or Agent
Warrants, or the Common Stock issuable upon conversion or exercise
thereof, has been registered under the Securities Act of 1933 and
none may be offered or sold absent registration or an applicable
exemption from registration.  The Company does not plan to
register the Units, Debentures, Investor Warrants or Agent
Warrants, or the Common Stock issuable upon conversion or exercise
thereof.

The number of shares of the Company's Common Stock outstanding
immediately after the second closing of the Private Placement was
15,875,316 shares.

                      About Irvine Sensors

Irvine Sensors Corporation -- http://www.irvine-sensors.com/--
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and sale of higher level systems incorporating
such products and research and development related to high density
electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors, on September 21, 2009, filed a
voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
California.

Irvine Sensors reported assets of $5.23 million and $9.23 million,
resulting to a $4.0 million stockholders' deficit at the end of
the quarterly period ended December 27, 2009.

Irvine Sensors received a Nasdaq Staff Determination on March 16,
2010, indicating that the Company has not regained compliance with
the $1.00 minimum bid price requirement for continued listing set
forth in Nasdaq Marketplace Rule 5550(a)(2), and that the
Company's securities are, therefore, subject to delisting from The
Nasdaq Capital Market.


JOHN HENRY: Moody's Assigns 'B2' Rating on $245 Million Loan
------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$245 million first lien credit facility of John Henry Holdings,
Inc., a wholly-owned subsidiary of Multi Packaging Solutions, Inc.
Concurrently, the B2 Corporate Family Rating and the ratings on
the existing first and second lien debt were affirmed.  The
ratings outlook remains stable.

The proposed $245 million first lien credit facility will be
comprised of a five-year $30 million revolver (expected to be
undrawn at close) and a six-year $215 million term loan.  The new
credit facility and cash on hand will be used to refinance the
existing first and second lien debt, redeem the mezzanine notes,
and fund an $80 million dividend to the holders of JHH's preferred
stock.  The recapitalization is anticipated to increase reported
debt by approximately $47 million.  On a pro forma basis as of
March 31, 2010, management estimates financial leverage will rise
to 3.7 times from 2.9 times.

Despite taking capital out of the company, JHH's credit metrics
and liquidity profile are expected to support the B2 Corporate
Family Rating over the intermediate term.  Recent operating
results have mostly met expectations in the face of a difficult
macroeconomic environment, highlighting the recession-resistant
nature of a number of JHH's products (e.g. pharmaceutical consumer
products).  Recent acquisitions appear to have been successfully
integrated and management has executed on synergies and operating
improvements.  Furthermore, cash flow is expected to remain solid
and the new credit facility will improve JHH's debt maturity
schedule.  Still, almost the entire cash balance will be utilized
to fund the proposed recapitalization and the ratings are
constrained by JHH's relatively small revenue size, acquisitive
nature and equity-friendly financial policies.

The B2 CFR reflects a higher than average expected recovery rate
and a higher probability of default as a result of the change to
an all first-lien debt capital structure, in accordance with
Moody's Loss Given Default methodology.  As such, the Probability
of Default Rating was lowered to B3 from B2.

The ratings are subject to the conclusion of the proposed
transaction and Moody's review of final documentation.  Upon
completion of the recapitalization, the ratings on the existing
first and second lien credit facilities will be withdrawn.

Moody's assigned these ratings to John Henry Holdings, Inc.:

  -- $30 million proposed first lien revolver due 2015, B2 (LGD3,
     35%);

  -- $215 million proposed first lien term loan due 2016, B2
     (LGD3, 35%).

Moody's lowered this rating:

  -- Probability of Default Rating, to B3 from B2

Moody's affirmed these ratings:

  -- Corporate Family Rating, B2;

  -- $30 million first lien senior secured revolver due 2011, B1
     (LGD3, 36%);

  -- $99 million first lien senior secured term loan due 2012, B1
     (LGD3, 36%);

  -- $22 million second lien senior secured term loan due 2012, B3
     (LGD5, 76%).

The last rating action on JHH occurred on March 20, 2008, when
Moody's affirmed the B2 CFR and upgraded the bank debt ratings
after junior ranking debt was added to the capital structure.  The
most recent Issuer Comment, published on April 13, 2009, announced
that JHH's ratings were unchanged following an acquisition.

John Henry Holdings, Inc., is a leading print and packaging
company for the healthcare, horticultural, media, and value-added
consumer markets.  Headquartered in New York City, the company is
privately held and reported revenues of $479 million in the twelve
months ended December 31, 2009.


JOSEPH CHARLES LOOMIS: US Trustee Fails to Name Creditors Panel
---------------------------------------------------------------
The U.S. Trustee for Region XIV told the U.S. Bankruptcy Court for
the District of Arizona that a committee of unsecured creditors in
the Joseph Charles Loomis bankruptcy case has not been appointed.

The trustee said that an insufficient number of persons holding
unsecured claims against the Debtor have expressed interest in
serving on a committee.

Chandler, Arizona-based Joseph Charles Loomis filed for Chapter 11
bankruptcy protection on January 26, 2010 (Bankr. D. Ariz. Case
No. 10-01885).  Gerald K. Smith, Esq., at Gerald K. Smith and John
C. Smith Law OFC, assists the Debtor in its restructuring effort.
The Debtor disclosed $10,283,589 in total assets and $5,349,932 in
total debts in its schedules of assets and debts filed with the
Court.


KIDDIE KANDIDS: CPI Corp. Offers $2.6 Million for Assets
--------------------------------------------------------
St. Louis Today reports that CPI Corp. made a $2.6 million offer
for Kiddie Kandids at an auction.  CPI said it plans to resume
operations in the Babies 'R' Us stores and some mall locations.

Kiddie Kandids specializes in infant, baby, toddler, children, and
family photography.


KLCG PROPERTY: KeyLime Water Park Goes to Dougherty in Debt Swap
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that KLCG Property LLC and
Gurnee Property LLC received approval from the Bankruptcy Court to
sell the KeyLime Cove indoor water park in Gurnee, Illinois, to
secured lender Dougherty Funding LLC.

Dougherty will acquire the facility for $65 million by exchanging
some of the pre-bankruptcy secured debt and the $2.8 million loan
to finance the Chapter 11 case.  Dougherty is owed $89.5 million
on a construction loan.

The Debtors were accepting competing bids for the property.  No
competing bids, however, were received by the deadline.

                        About KLCG Property

Headquartered in Gurnee, Illinois, KLCG Property, LLC, was
organized in Delaware on October 13, 2005, for the purpose of
constructing, owning, and operating the KeyLime Cove indoor water
park in Gurnee, Illinois, a 414-room destination resort hotel,
indoor water park and conference center.  The 30-acre water park
is adjacent to Six Flags Great America Theme Park.  The water park
opened in 2008 at a cost of $136 million.

KLCG Property filed for Chapter 11 bankruptcy protection on
December 16, 2009 (Bankr. D. Del. Case No. 09-14418).  The
Company's affiliate, Gurnee Property, LLC, also filed for Chapter
11 bankruptcy protection.  Donald J. Bowman, Jr., Esq., and
Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor assist
the Debtors in their restructuring efforts.  KLCG Property listed
$50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.


LAS VEGAS MONORAIL: Ambac Split Leaves Bond Default Probability
---------------------------------------------------------------
Christine Richard and Darrell Preston at Bloomberg News report
that holders of bonds sold by the Las Vegas Monorail Co. likely
won't get their next payment due July 1 because the insurer, Ambac
Financial Group Inc., won't cover them.

According to the report, the monorail seeks to reorganize under
Chapter 11 bankruptcy and has minimal funds to cover its next
scheduled debt disbursement of $9.6 million in July, Wells Fargo,
the trustee for the bonds, said in a March 26 announcement.

While Ambac guarantees payments of $1.2 billion for the monorail,
its obligation has been transferred by Wisconsin insurance
regulators to a segregated account that temporarily can't honor
claims.

Wisconsin Insurance Commissioner Sean Dilweg announced on March 26
that his office was taking over Ambac Assurance Corp. liabilities
that included policies backing $35 billion in securities, many
involving risky mortgages.   Mr. Dilweg's office ordered the
handover as part of 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.

                      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.

                        Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. D. Nev. Case No. 10-10464).  Gerald M.
Gordon, Esq., at Gordon Silver, assists the Company in its
restructuring effort.  Alvarez & Marsal North America, LLC, is the
Debtor's financial advisor.  Stradling Yocca Carlson & Rauth is
the Debtor's special bond counsel.  Jones Vargas is the Debtor's
special corporate counsel.  The Company listed $10,000,001 to
$50,000,000 in assets and $500,000,001 to $1,000,000,000 in
liabilities.


LAURUS MASTER FUND: Holds 9.99% of Biovest Int'l Shares
-------------------------------------------------------
Russell Smith, the Joint Official Liquidator for the account of
Laurus Master Fund, Ltd., disclosed that as of December 31, 2009,
the fund may be deemed to beneficially own 10,826,822 shares or
roughly 9.99% of the Common Stock of Biovest International, Inc.

The shares are also deemed held by PSource Structured Debt
Limited, Laurus Capital Management, LLC, Valens U.S. SPV I, LLC,
Valens Offshore SPV I, Ltd., Valens Capital Management, LLC, Chris
Johnson, Russell Smith, Eugene Grin and David Grin.

Chris Johnson, Russell Smith, Eugene Grin and David Grin are
affiliated with Johnson Smith Associates Ltd. in Grand Cayman,
Cayman Islands.

Based in Tampa, Florida, Biovest International Inc. (Other OTC:
BVTI) -- http://www.biovest.com/-- is a pioneer in the
development of advanced individualized immunotherapies for life-
threatening cancers of the blood system.  Biovest is a majority-
owned subsidiary of Accentia Biopharmaceuticals Inc., with its
remaining shares publicly traded.

Biovest filed for chapter 11 bankruptcy protection on November 10,
2008 (Bankr. M.D. Fla. Case No. 08-17796).


LENNY DYKSTRA: Chapter 7 Trustee Disputes Bid to Close Case
-----------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that Arturo M. Cisneros, the trustee overseeing Lenny Dykstra's
Chapter 7 bankruptcy case, said the ex-ballplayer has been "far
from cooperative" and repeatedly interfered with his efforts to
sell off assets for the benefit of creditors.

Dow Jones notes Mr. Dykstra is seeking dismissal of his bankruptcy
case and removal of Mr. Cisneros, so he can regain control of his
assets and pay back his creditors in full.

According to the report, Mr. Cisneros pointed out that Mr. Dykstra
has been "far from a fiduciary" with respect to the best interests
of his creditors.  The report relates Mr. Cisneros pointed out
that:

     -- Mr. Dykstra's California mansion was in poor condition
        when the trustee visited the property after being
        appointed to the case;

     -- proceeds from pre-bankruptcy memorabilia sales haven't
        been accounted for;

     -- Mr. Dykstra blew off multiple meetings with creditors, and
        twice filed lawsuits -- including a $100 million
        "predatory lending" suit against J.P. Morgan Chase & Co.
        -- while the trustee was negotiating settlements on behalf
        of the estate.

A hearing on Mr. Dykstra's bid to regain control of his finances
is scheduled for April 6.

                        About Lenny Dykstra

Lenny Dykstra is a former Major League Baseball all-star player.
He was center fielder for the New York Mets and Philadelphia
Phillies.  He filed for Chapter 11 bankruptcy protection July 7,
2009 (Bankr. C.D. Calif. Case No. 09-18409).  M Jonathan Hayes,
Esq., at the Law Office of M Jonathan Hayes, in Northridge,
California, assisted the Debtor in his restructuring effort.  The
Debtor listed up to $50,000 in assets and $10,000,001 to
$50,000,000 in debts.

A Chapter 11 trustee was appointed in September 2009, and the case
was converted to a liquidation in Chapter 7 on November 20, 2009.
The trustee -- Arturo M. Cisneros -- was investigating the
disposition of personal property both before and after the Chapter
11 filing.


MAX & ERMA'S: Selling Restaurant Items and Equipment
----------------------------------------------------
Max & Erma is holding an auction to sell restaurant assets
including the colorful lamps, barstools and benches, booths and
even bar and kitchen equipment, according to 10tv.com.

Max & Erma's owns a chain of 106 restaurants around Pittsburgh.
The restaurants are mainly in Pennsylvania, Ohio, and Michigan,
with a few in Chicago, Washington, Atlanta, and Kentucky.  About
79 are company-owned and operated, while 27 belong to franchisees.
Max & Erma's is owned by G&R Acquisitions, North Side.  The chain
started operating in 1972, taking the Max & Erma's name from two
owners of a bar.

In October 2009, Max & Erma's filed for Chapter 11 petition in
U.S. Bankruptcy Court in Pittsburgh, listing $1 million to $10
million in assets against $1 million to $10 million in debts owed
to 200 to 999 creditors.  Robert Lampl, Max & Erma's lawyer, said
that the Company filed for bankruptcy mainly to fend off its main
bank creditor, National City Bank, whom the Company owes about $16
million.  National City had taken legal steps to put Max & Erma's
in receivership.


MERIDIAN RESOURCE: Settles Consolidated Leider Action
-----------------------------------------------------
The Meridian Resource Corporation, Alta Mesa Holdings LP, and Alta
Mesa Acquisition Sub LLC agreed in principle to settle the now-
consolidated Leider, derivatively on behalf of The Meridian
Resource Corporation v. Ching, et al., in the 190th Judicial
District Court of Harris County, Texas.

The settlement is conditioned on, among other things, approval of
the Merger by Meridian's shareholders.  Under the terms of the
proposed settlement, all claims relating to the Merger Agreement
and the Merger will be dismissed on behalf of Meridian's
stockholders.

As part of the settlement, the defendants have agreed not to
oppose plaintiff's counsel's request to the court to be paid up to
$164,000 for their fees and expenses and up to $1,000 as an
incentive award for plaintiff Leider.

Any payment of fees, expenses, and incentives is subject to final
approval of the settlement and such fees, expenses, and incentives
by the court.  The proposed settlement will not affect the amount
of merger consideration to be paid to Meridian's shareholders in
the Merger or change any other terms of the Merger or Merger
Agreement.

                     About Meridian Resource

Based in Houston, Texas, The Meridian Resource Corporation
(NYSE:TMR) -- http://www.tmrc.com/-- is an independent oil and
natural gas company engaged in the exploration, exploitation,
acquisition and development of oil and natural gas in Louisiana,
Texas, and the Gulf of Mexico.  Meridian has access to an
extensive inventory of seismic data and, among independent
producers, is a leader in using 3-D seismic and other technologies
to analyze prospects, define risk, target and complete high-
potential wells for exploration and development. Meridian has a
field office in Weeks Island, Louisiana.

At September 30, 2009, the Company had $190,339,000 in total
assets, including $18,090,000 in total current assets, against
$120,634,000 in total current liabilities and $17,736,000 in asset
retirement obligations.

The Company noted that its default under the debt agreements,
which has been mitigated in the short term by certain forbearance
agreements, negatively impacts future cash flow and the Company's
access to credit or other forms of capital.  There is substantial
doubt as to the Company's ability to continue as a going concern
for a period longer than the next 12 months, the Company said.
It added that it might have to seek protection under federal
bankruptcy laws if it is unable to comply with the forbearance
agreements or if those agreements expire.


M & Z: Gets Court's Nod to Hire Marshack Hays as Bankr. Counsel
---------------------------------------------------------------
M & Z Valley Associates, LLC, sought and obtained permission from
the Hon. Theodore C. Albert of the U.S. Bankruptcy Court for the
Central District of California to employ Marshack Hays LLP as
general counsel.

Marshack Hays will, among other things:

     a. represent the Debtor in any proceedings or hearings in the
        Court and any proceedings in any other court where the
        Debtor's rights under the Bankruptcy Code may be litigated
        or affected;

     b. conduct examinations of witnesses, claimants, or adverse
        parties and prepare and assist the Debtor in the
        preparation of, reports, accounts, and pleadings related
        to the Debtor's case;

     c. file any motions, applications or other pleadings
        appropriate to effectuate the reorganization of the
        Debtor; and

     d. review claims filed in the Debtor's case, and, if
        appropriate, prepare and file objections to disputed
        claims.

Marshack Hays will be paid based on the hourly rates of its
personnel:

        Partners                  $390-$490
        Associates                $250-$350
        Paralegals                $110-$190

Richard A. Marshack, a principal at Marshack Hays, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Capistrano Beach, California-based M & Z Valley Associates, LLC,
filed for Chapter 11 bankruptcy protection on January 28, 2010
(Bankr. C.D. Calif. Case No. 10-11079).  The Company listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


METRO-GOLDWYN-MAYER: Creditor Says Bankruptcy Likely
----------------------------------------------------
Highland Capital Management and other Metro-Goldwyn-Mayer
creditors say they aren't inclined to give the financially
strapped studio more time to restructure and that it will likely
head into bankruptcy, the New York Post reported, citing Patrick
Daugherty, a partner at Highland Capital.

Mr. Daugherty, a member of the creditors group engaged in the
talks with MGM, told The Post that he was disinclined to give the
studio until mid-May to put together an out-of-court
restructuring, saying that nothing he's heard thus far from MGM
management sounds convincing.

"I am willing to give our view, hear theirs and work to an outcome
that makes sense," Mr. Daugherty said.  But "my expectation tells
me bankruptcy is more likely than not."

According to The Post, Mr. Daugherty said that MGM CEO Stephen
Cooper's plea last week for time to come up with a restructuring
plan left him unmoved, and that at this point Cooper hasn't sold
him on the idea that more time would help the studio put together
a reorganization plan outside of bankruptcy court.

As widely reported, creditors have been disappointed with the bids
that came in for MGM.  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.

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.


MIDWEST GAMING: Moody's Assigns 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and B3 Probability of Default Rating to Midwest Gaming Borrower,
LLC.  Moody's also assigned a Ba3 to the company's $120 million
first lien credit facilities, and a Caa1 to its $175 million
second lien notes.  The rating outlook is stable.  These represent
the first ratings assigned to this issuer and all ratings are
subject to a review of final documentation.

Proceeds from the proposed debt offerings plus a $150 million cash
equity contribution by Midwest's owners and $10 million of vendor
equipment financing will be used to build a $445 million casino
project in Des Plaines, Illinois.  Construction is scheduled to
begin in April 2010 with a September 2011 planned opening.

The B3 Corporate Family Rating considers the start-up nature of
Midwest's casino project, single property concentration risk, and
the company's relatively small size based on expected net revenues
generated in the first year of operations.  Risks also include the
significant amount of existing competition in Midwest's primary
market area.  Positive rating consideration is given to the
densely populated nature of Midwest's primary market and the
significant cash equity component of the capital structure.  Also
considered are the transaction's credit enhancements including
interest and contingency reserves as well as other structural
protections.

The stable outlook anticipates that Midwest's primary market area
will provide enough customer traffic and demand for the project to
cover its operating expenses, maintenance capital expenditure
requirements, and debt service obligations.  Additionally, the
outlook incorporates Moody's expectation that the casino project
will open on-time and on-budget.  Moody's also anticipates that
Midwest will be able to maintain debt/EBITDA at no higher than 5
times.

New ratings assigned:

  -- Corporate Family Rating at B3

  -- Probability of Default Rating at B3

  -- $10 million 1st lien revolving credit facility expiring 2015
     at Ba3 (LGD 2, 18%)

  -- $110 million 1st lien delay draw term loan due 2015 at Ba3
     (LGD 2, 18%)

  -- $175 million 2nd lien secured notes due 2017 at Caa1 (LGD 5,
     74%)

Midwest Gaming Borrower, LLC, owns the exclusive right to develop
a casino in Des Plaines, Illinois, approximately 16 miles
northwest of downtown Chicago.  Midwest is a joint-venture that
will be owned by High Plaines Gaming, LLC (40%), Clairvest Group,
Inc. (40%), and other investors (20%).


MOHAWK INDUSTRIES: S&P Affirms 'BB+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Rating Services said that it affirmed its 'BB+'
corporate credit rating on Calhoun, Ga.-based Mohawk Industries
Inc.

At the same time, S&P affirmed the 'BB+' issue-level rating on
Mohawk's unsecured debt and revised the recovery rating to '3',
indicating the likelihood of meaningful (50%-70%) recovery in the
event of a payment default, from '4'.

S&P removed all ratings from CreditWatch, where S&P had placed
them with negative implications on Sept. 9, 2009, following
concerns about the difficult operating environment facing Mohawk
and its ability to improve credit measures.  The outlook is
stable.  As of Dec. 31, 2009, the company had about $1.85 billion
in reported debt outstanding.

"The ratings on Mohawk Industries Inc. reflect the company's
satisfactory business risk profile that incorporate its strong
competitive position in the carpet and floor coverings market,
with support from a portfolio of well-recognized brands covering
multiple price points and distribution channels," said Standard &
Poor's credit analyst Rick Joy.  "The ratings also reflect
Mohawk's vertically integrated operations, its comprehensive
product portfolio, and diverse customer base." However, Mohawk
participates in a mature and cyclical industry.  S&P believes the
company is vulnerable to reduced discretionary spending in an
economic downturn and weak housing market, with more than 75% of
its sales from the residential market, as the purchase of carpets
and other floor coverings can be deferred.

Mohawk is a total floor coverings company, providing one-stop
shopping to its customers, and holds the lead position in the U.S.
with an estimated 24% share of the overall flooring market.  The
company has the No. 2 position in its largest business segment,
Mohawk (about 54% sales), for carpets and rugs behind market
leader Shaw (unrated).  Mohawk holds the market lead position in
the U.S. in the ceramic tile sector through its Dal-Tile segment
(about 24% of sales).  Mohawk's Unilin segment (about 22% of
sales) provides the company with an important exposure to the
growing laminate flooring market, with opportunities for expansion
of Mohawk's products into the European market.

The stable outlook reflects Mohawk's good liquidity position,
strong cash balance, and S&P's expectation for continued strong
cash flows and near-term debt reduction.  S&P expects the company
to improve operating performance and profitability over the near
term, and to reduce and sustain adjusted debt leverage close to 3x
before the end of 2010.  S&P would consider raising the ratings if
Mohawk can achieve and sustain improved operating performance and
credit measures, including adjusted leverage in the 2x to 2.5x
area.  S&P believes this could happen if sales increased 10% in
2010 while adjusted EBITDA margins improved by 100 basis points.
Alternatively, S&P would consider lowering the ratings if
operating performance falls below expectation and adjusted debt to
EBITDA materially exceeds 4x.  S&P believes this could occur if a
15% sales decline were to occur in 2010 while adjusted EBITDA
margins declined by more than 200 basis points.


MONROE MOTOR: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
According to kplctv.com, Monroe Motor Speedway filed for Chapter
11 protection to avert a lender-requested auction of its assets.

BizCapital BIDCO II Inc. of New Orleans had filed a petition in
the 4th District Court requesting a writ of seizure and sale by
Quachita Parish Sheriff's Office of the assets of Monroe Motor.
The Company was to be auctioned off on March 17, 2010.

Monroe Moto Speedway owns a race track.


MOVIE GALLERY: To Close More Than 200 Video Stores
--------------------------------------------------
netDockets relates that Movie Gallery, Inc., last week filed a
notice with the Bankruptcy Court identifying more than 80
Hollywood Video stores and more than 125 Movie Gallery stores,
which will be closed.  Pursuant to an earlier order of the
bankruptcy court, Gordon Brothers Retail Partners, LLC will
immediately begin going-out-of-business sales at the stores.
Movie Gallery previously amended the list of stores where Gordon
Brothers would be conducting store closing sales on March 12.

According to netDockets, the hardest hit states for Hollywood
Video closures include California (22 stores listed) and Texas (11
stores listed).  On the Movie Gallery side, the hardest hit states
include Alabama (14 stores listed), Georgia (10 stores listed),
and Texas (10 stores listed).

According to Ben Rogers at The Jamestown Sun, the store closing
include a branch at 723 First Avenue Street in Jamestown, North
Dakota.

                        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.


MOVIE GALLERY: Accommodation Pact with Hollywood Studios Approved
-----------------------------------------------------------------
Movie Gallery Inc. and its units asked the Court for authority to
enter into an accommodation agreement with major studios Paramount
Home Entertainment, Sony Pictures Home Entertainment, Universal
Studios Home entertainment, VPD IV, Inc., and Twentieth Century
Fox Home Entertainment.  In addition, the Debtors ask the Court's
permission to pay certain prepetition obligations owed to the
major studios and other studio suppliers known as the "B
Studios."

The Debtors' movie rental business relies on supply relationships
with the Studios, among others, for the delivery of new movie
titles.

Generally, the Debtors can acquire Movies in one of three ways:

  (i) the Debtors can acquire Movies for a single up-front lump
      sum payment -- the "Fixed Buy Transactions";

(ii) the Debtors can acquire Movies for a lower up-front
      payment coupled with an obligation to return or destroy
      some percentage of the Movies at the end of a specified
      term rather than selling or continuing to rent the Movies
      that are delivered pursuant to these programs -- the "Copy
      Depth Programs";

(iii) the Debtors can acquire Movies for a significantly lower
      upfront payment coupled with an agreement by the Debtors
      to share with the studios an agreed upon percentage of the
      proceeds of future rentals and sales of previously-viewed
      videos -- "Revenue Sharing Agreement".

According to Kimberly A. Pierro, Esq., at Kutak Rock LLP in
Richmond, Virginia, the Debtors prefer acquiring new Movies
through Revenue Sharing Agreements as opposed to Fixed Buy
Transactions or Copy Depth Programs for several reasons.  Because
the Debtors' per-copy costs under Revenue Sharing Agreements are
much lower than the cost of Fixed Buy Transaction and the amounts
the Debtors pay are tied to the revenue generated by the title,
the Debtors can typically afford to order significantly more
copies of any given Movie under a Revenue Sharing Agreement than
they can under a Fixed Buy Transaction.

The Debtors also purchase Movies from certain B Studios pursuant
to more traditional fixed-cost purchase arrangements, Ms. Pierro
relates.  These relationships have also traditionally been
profitable for the Debtors.  The Debtors believe it is important
for their reorganization that they be able to continue receiving
Movies from all B Suppliers on favorable terms on a going forward
basis, she says.

The Debtors estimate that the Studios are owed in the aggregate,
more than $40 million in Up-Front Charges and similar claims on
account of Movies delivered prior to the Petition Date.  Because
Overage Obligations depend on rental and sale performance
over a specified Revenue Sharing Term, the Debtors are not able
to estimate effectively the amount of Overage Obligations that
may arise with respect to Movies delivered prepetition, Ms.
Pierro avers.

To obtain commitments from the Major Studios to continue to
supply Movies and their agreement to waive certain terms of the
Revenue Sharing Agreements, the Debtors executed the
Accommodation Agreement.

Maintaining the Debtors' relationships with the B Studios is also
a crucial part of the Debtors' efforts to reorganize, Ms. Pierro
stresses.  The Debtors need to pay the prepetition obligations to
any B Studio that agrees to continue to supply Movies to the
Debtors on the same terms and conditions that existed between
them prior to the Commencement Date, she relates.

With regard to the Major Studios, the Accommodation Agreement
provides, among other things, that in return for the Major
Studios' commitments to continue to deliver new Movies to the
Debtors and to honor existing Revenue Share Agreements with the
Debtors, the Major Studios will receive an aggregate of
$7,854,178 in payments from the Debtors.

The total payments to the Major Studios would be paid out in five
equal weekly installments, with the first payment due on the
later of (i) the date of the order approving the Accommodation
Agreement and (ii) March 12, 2010.

The amounts allocated to each Major Studio are:

Major Studio                                    Amount
------------                                    ------
Paramount Home Entertainment                $1,544,785
Sony Pictures Home Entertainment            $2,101,104
Universal Studios Home Entertainment        $1,725,203
VPD, Inc.                                     $643,612
Twentieth Century Fox Home Entertainment    $1,839,472

Under the Accommodation Agreement, each of the Major Studios has
also agreed to defer its rights to pursue audits of their
existing revenue share deals with the Debtors.  Revenue share
audits are complex and require significant attention and time by
the Debtors' personnel, Ms. Pierro points out.  Thus, the Major
Studios' agreement to defer any audits as part of the
Accommodation Agreement will free up the Debtors' personnel to
focus on matters more central to the Debtors' restructuring
efforts, she explains.

The Accommodation Agreement further provides that, in the event a
Major Studio refuses to honor its commitments under the
Agreement, any amounts paid by the Debtors on account of a
prepetition claim will be returned to the Debtors.

With regard to the B Studios, the Debtors have not entered into
any agreements similar to the Accommodation Agreement.  The
Debtors expect that many of the B Studios will continue to supply
Movies to the Debtors under the same terms and conditions that
existed prior to the Commencement Date, but only if the Debtors
pay Overage Obligations when due.

The Official Committee of Unsecured Creditors supports the
Debtors' entry into the Accommodation Agreement and asks the
Court to approve the Debtors' request.

Counsel for the Committee, Tara L. Elgie, Esq., at Hunton &
Williams LLP, in Richmond, Virginia -- telgie@hunton.com -- said
ensuring uninterrupted dealings with the Studios under the
Revenue Sharing Agreements and the attendant cash flow from
highly anticipated titles expected in the near term will
facilitate the Debtors' reorganization effort and preserve the
value of the First Lien Term Lenders' collateral.

                         *     *     *

Judge Tice granted the motion on March 23, 2010, and approved the
Debtors' entry into the Accommodation Agreement with Major
Studios, including the authority to enter into other agreements
that may be contemplated by the Accommodation Agreement, provided
that:

(a) No subsequent agreement will provide for postpetition
     payment of any unpaid prepetition up-front charges except
     as expressly set forth in the Accommodation Agreement; and

(b) When entering into subsequent agreements after March 23
     that are on terms less favorable to the Debtors than any
     current corresponding agreement, the Debtors will be
     required to provide the Committee with reasonable prior
     notice.  Failure of the Debtors to consult with the
     Official Committee of Unsecured Creditors will not affect
     the enforceability of subsequent agreements.

Judge Tice further ruled that the acceptance by a B Studio of a
payment authorized by the Order will be deemed to be consent by
the B Studio to the terms of the Order.  In the event that a B
Studio accepts a payment and then subsequently refuses to honor
its commitments to continue as it did prior to the Petition Date,
then that B Studio will immediately repay to the Debtors any
amounts it received on account of a prepetition claim pursuant to
the Order.

Prior to Court approval, Wilmington Trust Company, the
Administrative Agent for the First Lien term Lenders under the
Amended and Restated First Lien Credit and Guaranty Agreement
dated as of May 20, 2008, asked the Court to continue the hearing
on the motion which was then set for March 16, 2010, for one
week.  WTC asked for the continuance to give the First Lien Term
Lenders the review time they are entitled to, arguing that the
Studio Payments are coming directly out of the First Lien Term
Lenders' recovery.  If the Court does not grant its request for
continuance, WTC asked the Court to deny the motion on grounds
that the Studio Payments are not necessary or fair or equitable
with regard to the First Lien Term Lenders' interests, and the
Debtors have failed to submit any evidence to support the Studio
Payments.

Judge Tice overruled the objection and denied the request for
continuance.

                        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.


MOVIE GALLERY: Proposes Protocol for Misc. Assets Sale
------------------------------------------------------
Movie Gallery, Inc. and its debtor-affiliates sought and obtained
the approval of Judge Douglas O. Tice Jr. of the U.S. Bankruptcy
Court for the Eastern District of Virginia, Richmond Division, of
proposed procedures for the sale of miscellaneous assets.

Kimberly A. Pierro, Esq., at Kutak Rock LLP in Richmond, Virginia
-- Kimberly.Pierro@KutakRock.com -- told the Court that it would
be an unreasonable use of resources and an inefficient use of
time if the Debtors obtain the Court's approval by motion each
and every time they seek to sell Miscellaneous Assets.

The Debtors sought permission to sell or otherwise transfer the
Miscellaneous Assets, without further hearing or order of the
Court, subject to the requirements provided by the Miscellaneous
Sale Procedures:

  A. With regard to a sale or transfer of Miscellaneous Assets
     through any individual transaction or series of related
     transactions to a single buyer or group of related buyers
     that would generate net proceeds less than or equal to
     $50,000, the Debtors are authorized to consummate the
     sales or transfers if the Debtors determine that the sales
     or transfers are in the best interest of their estates,
     without further Court order or notice to any party.

  B. With regard to a sale or transfer of Miscellaneous Assets
     through any individual transaction or series of related
     transactions to a single buyer or group of related buyers
     that would generate net proceeds greater than $50,000 but
     less than or equal to $250,000:

       (i) the Debtors are authorized to consummate the sales
           or transfers if the Debtors determine that the sales
           or transfers are in the best interest of their
           estates;

      (ii) the Debtors will serve written notice of the sales
           or transfers to (i) the Core Group, and (ii) Affected
           Entities, if any, by overnight mail, first-class mail
           or e-mail;

     (iii) if no written objections are filed by the Notice
           parties and actually received by Debtors' counsel
           within 10 days of the date of the notice, the Debtors
           are authorized to immediately consummate the
           transaction provided that the Notice Parties will
           have an additional three business days to object if
           the Notice of Miscellaneous Asset Sale is served
           by first-class mail; and

      (iv) if a written objection from a Notice Party is filed
           and actually received by Debtors' counsel within the
           10- or 13-day period, as appropriate, that
           cannot be resolved, the relevant Miscellaneous
           Asset(s) will only be sold upon further Court order.

Judge Tice authorized the Debtors to sell miscellaneous assets
outside the ordinary course of business.  Moreover, Judge Tice
determined that the Debtors will be deemed to be in compliance
with Section 363(f) of the Bankruptcy Code unless a party timely
objects to their Notice of Miscellaneous Asset Sale.

Sales and transfers of Miscellaneous Assets are free and clear of
all liens and encumbrances with Liens attaching to the net
proceeds of the sale or transfer with the same validity, extent
and priority as had attached to the Miscellaneous Assets
immediately prior to its sale or transfer, Judge Tice ruled.

                        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.


MOVIE GALLERY: Parties Object to Cash Collateral Use
----------------------------------------------------
More parties join in the objection of Developers Diversified
Realty Corporation and the other landlords opposed to the
Debtors' request to use prepetition cash collateral.  The parties
ask the Court to compel the Debtors to immediately pay
postpetition rent on their leased properties.  The parties are:

  Four Bears Holdings Limited Partnership, GAM Ventures One,
  Lakerose Properties, Ltd., Sunrise Plaza Associates, L.P.,
  Schooler Properties of Thornbourg, LLC, Schooler Properties of
  Salem Fields, LLC, Schooler Properties of King George,
  Schooler Properties of Ladysmith, Beachgate Shopping Center,
  LC, Site, Woodstock, LLC.; JHN Investment Properties, LLC,
  Realty Income Corporation, Realty Income Texas Properties I,
  LLC, Eastland Shopping Center, LLC, Aero Drive, LLC,
  Oliveyard, LLC, Rosita Young; Kimco Realty Corporation and its
  affiliates, Southern Development of Mississippi, Inc. and
  SHAG of Mississippi, Inc., Glimcher Properties Limited
  Partnership,  D.D. Dunlop Companies, Inc., and First
  Interstate Mentor Commons, Ltd.

In a memorandum supporting their objection, Developers
Diversified Realty Corporation and its affiliated entities
pointed out that the Debtor must pay a reasonable amount of
rental for the use and occupancy of leased premises prior to the
assumption and rejection of unexpired leases.

                     Debtors Respond

The Debtors, reacting to the objections of the entities demanding
immediate payment of Stub Rent, filed their reply, arguing that
the Bankruptcy Code does not entitle a landlord to a higher
priority claim when the debtor does not pay its rent.
Furthermore, this early juncture in these cases would not be an
appropriate time in any event to compel the payment of Stub Rent,
the Debtors said.

Jeremy S. Williams, Esq., at Kutak Rock LLP, in Richmond,
Virginia -- Jeremy.Williams@KutakRock.com -- said A decision
requiring the immediate payment of Stub Rent would have an
extremely adverse and equally immediate negative impact on the
prospect for the Debtors' successful reorganization.

On the other hand, Wilmington Trust Company expressed its support
to the Final Cash Collateral Order.  WTC stated that the terms of
the consensual Cash Collateral Order incorporating a budget which
does not provide for the payment of Stub Rent during the Chapter
11 operating period and containing a Section 506(c) waiver are
appropriate and well supported by accepted legal precedent.

Thus, there is no need for the Court to consider disturbing the
heavily negotiated, consensual arrangement entered into by the
Debtors and their primary Secured Lenders to permit cash
collateral use, WTC contends.

WTC is the Administrative Agent pursuant to the agreement reached
between the Debtors, certain landlords and the Creditors'
Committee as memorialized in the Final Cash Collateral Order.

                Creditors' Committee Talks Back

In a memorandum, the Creditors' Committee strongly objected to
the Debtors' position that they do not need to pay Stub Rent even
though the landlords' property is being used for the Debtors'
liquidation sales.  The Creditors' Committee said it is more
concerned with the going-out-of-business stores, since the store
leases are being used for the benefit of the secured creditors
and there is no chance that these leases will be assumed and
thereby cured.

Under the Bankruptcy Code, landlords cannot be forced to wait
indefinitely for the payment of Stub Rent, the Creditors'
Committee argues.  Section 365(d)(3), according to Tara L. Elgie,
Esq., at Hunton Williams LLP in Richmond, Virginia, provides that
the landlords must timely pay all postpetition rent on unexpired
leases of nonresidential real property.

            Lenado's Statement on Stub Rent Payment

Lenado Capital Advisors, LLC, Aspen Advisors, LLC, and Owl Creek
Capital Management LLC, file their statement regarding the waiver
of certain landlords and Official Committee of Unsecured
Creditors to Section 506(c) of the Bankruptcy code in the Final
Cash Collateral Order and demand for pre-payment of Stub Rent.

The Lenado entities are investment managers and attorneys in fact
for certain funds and accounts.

Lynn L. Tavenner, Esq., at Tavenner & Beran, PLC in Richmond,
Virginia, represents the Lenado entities regarding the matters
raised by the Landlords and the Creditors' Committee with respect
to the payment of rent attributable for the period from the
Petition Date through February 28, 2010.  In addition, Lenado
raised the provision in the Final Cash Collateral Order waiving
the application of Section 506(c) to Stub Rent in connection with
the use of Cash Collateral.

Ms. Tavenner said that there is no obligation for the Debtors'
estates to pre-pay Stub Rent to any landlords prior to
confirmation of a plan of reorganization and payment of other
similarly situated claims.  As a result, the demand by the
Landlords for prepayment of Stub Rent should be overruled.

                        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.


MOVIE GALLERY: Site Woodstock, et al., Want Lease Payments
----------------------------------------------------------
In separate motions, Site Woodstock, LLC, Fred Meyer Stores, and
Smith's Food and Drug ask the Court to enforce on the Debtors'
their obligation to pay all postpetition rent on their leased
premises where the Debtors are presently conducting store closing
sales.

Site asks the Court to direct the Debtors to pay postpetition
rent on its premises beginning March 1, 2010, until the effective
date of the rejection of their Leases.

FMS and SFC ask the Court to compel the debtors to pay the March
rent for their premises not later than March 15, otherwise,
direct that the Debtors cease conducting store closing sales at
those locations and rule that the leases are deemed rejected
under Section 365 of the Bankruptcy Code.

Developers Diversified Realty Corporation and eight other
Landlords join in Site's motion and specifically ask the Court to
compel the Debtors to pay immediately in full the March rent for
their premises that the Debtors intend to reject in March.

                  Debtors Address Objections

In order to address the Landlords' objections to the Store
Closing Procedures that do not involve objections related to the
immediate payment of Stub Rent, the Debtors present their omnibus
reply to specifically deal with the major issues raised by the
objecting Landlords.  Kimberly A. Pierro. Esq., at Kutak Rock
LLP, in Richmond, Virginia, centered the Debtors' omnibus reply
on these issues:

1. Duration of Sale.  The duration of the Store Closing Sales is
  specifically limited to eight weeks from commencement.  Any
  extension of the duration of the sales would require the
  Debtors to return to the Court for approval of an extension
  and provide notice and opportunity to other parties to object.

2. Augmentation of Inventory.  Contrary to the some objecting
  Landlords' apprehensions, the Debtors do not intend to augment
  their inventory with that of third parties when conducting the
  Store Closing Sales.  To the extent that the Landlords object
  to the free movement of the Debtors' own inventory between
  stores during the short duration of these sales, that
  restriction is impermissible and unjustified limitation on the
  Debtors' rights that existed prepetition.  The Landlords
  making this objection have provided no basis or need for that
  limitation.

3. Removal of Trade Fixtures.   With respect to concerns of some
  Landlords that property not belonging to the Debtors would be
  included in the Store Closing Sales, the Debtors specifically
  state that they have no intention to sell anything that is not
  their property.  The Debtors have asked the Landlords to
  specify which property give rise to their concerns.

4. Abandonment of Property and Indemnity for Physical Damage.
  The Landlords have not stated any basis to bar abandonment of
  property burdensome to the estate, and their concerns are best
  handled by the claims resolution process.  All parties reserve
  their rights under the Store Closing Procedures, thus, the
  procedures should not be modified to include preemptive and
  presumptive claim allowance.

                    More Parties Object

Developers Diversified Realty Corporation and five other
Landlords objected to the Debtors' proposed Final Order
authorizing the Debtors to conduct store closing sales.

The Debtors must pay postpetition rent when due pursuant to
Section 365(d)(3) of the Bankruptcy Code, DDRC contends.  In this
regard, DDRC asks the Court to modify the Proposed Store Closing
Sales Order and require the Debtors to remain current on all
Lease obligations by adding this language:

"Except as previously Ordered by the Court with respect to rent
  for February 2010, the Debtors shall timely perform all
  obligations arising under the leases at the closing stores
  arising from and after the Petition Date until the leases are
  assumed or rejected as required by section 365(d)(3) of the
  Bankruptcy Code."

Fred Meyer Stores, Inc., and three other landlords join in DDRC's
objections.

                        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.


NEIMAN MARCUS: S&P Changes Outlook to Stable; Affirms 'B' Rating
----------------------------------------------------------------
Standard & Poor's Rating Services said it revised the outlook on
Dallas-based luxury department store operator Neiman Marcus Group
Inc. to stable from negative.  At the same time, S&P affirmed all
other ratings on the company, including its 'B' corporate credit
rating.

"The outlook revision to stable reflects S&P's belief that
operations are likely to improve moderately as luxury consumers
increase their spending in the near term," said Standard & Poor's
credit analyst David Kuntz.  Commensurate with anticipated
performance gains, credit protection metrics should demonstrate
improvement as well.


NEW COMMUNICATIONS: S&P Assigns 'BB' Rating on $500 Mil. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating and '3' recovery rating to New Communications
Holdings Inc.'s proposed $500 million senior unsecured notes due
2015 and $500 million senior unsecured notes due 2022.  The '3'
recovery rating on the notes indicates expectations for meaningful
(50%-70%) recovery in the event of payment default.  New
Communications is a subsidiary of Verizon Communications Inc.
(A/Negative/A-1), but will ultimately be merged into Stamford,
Conn.-based Frontier Communications Corp. (BB/Stable/--).

The ratings on Frontier, including the 'BB' corporate credit
rating, remain unchanged.

The new unsecured notes will be an addition to the proposed
$1.1 billion senior unsecured notes due 2017 and $1.1 billion due
2020.  Total proceeds of $3.2 billion will fund a special cash
distribution to Verizon and pay related fees and expenses prior to
the spin-off of New Communications Holdings and its 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.

                           Ratings List

                   Frontier Communications Corp.

         Corporate Credit Rating            BB/Stable/--

                            New Rating

                 New Communications Holdings Inc.

   Proposed $500 million senior unsecured notes due 2015     BB
    Recovery Rating                                          3

   Proposed $500 million senior unsecured notes due 2022     BB
    Recovery Rating                                          3


NORTEL NETWORKS: Ontario Court Rejects Deal with Ex-Employees
-------------------------------------------------------------
Justice Morawetz of the Ontario Superior Court of Justice has
rejected a proposed settlement in the Nortel insolvency
proceedings involving the claims of Nortel's terminated employees,
pensioners and employees on long term disability.

The settlement set aside C$57 million to pay benefits to the
company's former and disabled employees until year-end.  Nortel's
funding of such benefits is set to expire on March 31.  In
exchange, the agreement provided that the former and disabled
employees would not sue parties involved in the management and
funding of Nortel's pension and health and welfare funds.  The
agreement also provided that any such claims of the former and
disabled employees would rank as being equal to the claims of
ordinary unsecured creditors.

Rochon Genova LLP, a leading class action firm dedicated to
providing access to justice for Canadians, appeared at the
settlement approval hearing on behalf of some 36 dissenting Nortel
employees with long term disabilities.  The group was opposed to
certain terms of the settlement agreement, including a requirement
that disabled employees give up their rights to sue the trustees
and Nortel's directors and officers governing the Health and
Welfare Trust in relation to a funding shortfall of in excess of
$100 million.

Mr. Rochon, the group's lawyer, stated: "From our perspective, we
are pleased that the deal did not get approved because of the
extreme prejudice that would have resulted to our clients.  Any
deal struck must respect the dignity of the LTD employees -- none
of the stakeholders wants to see this vulnerable group reduced to
poverty through the CCAA process -- I remain optimistic that all
stakeholders can come together to negotiate an agreement that
adequately protects the legitimate interests of the disabled
employees without disrupting the bankruptcy process and materially
affecting the other creditor groups."

Jennifer Holley, one of the objecting employees on LTD, stated:
"While I am disappointed with the uncertainty as to what will
happen to my benefits, more worrisome is the fact that my family
would be condemned to poverty for the rest of our lives if the
proposed agreement was approved without further consideration of
our interests.  I am also deeply concerned that a judge could
approve tens of millions of dollars in executive bonuses one week,
yet be prepared to dismiss the rights of disabled employees to
recover the millions of dollars taken from us the next.  I pray
that Canada will do something to keep disabled employees from
becoming victims of our outdated bankruptcy laws."

                      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)


N.Y.C. OFF-TRACK: Seeks to Defer Payments to Racetracks
-------------------------------------------------------
BloodHorse.com reports that New York City Off-Track Betting Corp.
officials, rebuffed by the state legislature for a temporary plan
to keep the entity solvent, are preparing to seek a bankruptcy
judge's help in deferring statutory payments to racetracks and
others to delay a planned April 11 shutdown of its operations.

According to the report, sources close to the matter said NYCOTB
is planning to ask the federal judge overseeing its case to do
what state officials would not do -- delay certain revenue-sharing
payments during April and possibly May to be able to keep enough
cash to meet the payroll for its more than 1,300 employees.

NYCOTB chairman Meyer "Sandy" Frucher said NYCOTB is not bluffing
in its April 11 closing unless it gets a way to raise or keep
additional cash.  "It's a ticking time bomb. Our drop-dead date is
April 11," Mr. Frucher said in a March 29 interview with
BloodHorse.

The legislature has left town until April 7 following a breakdown
in state budget talks among the Assembly, Senate, and Gov. David
Paterson.

                           About NYC OTB

New York City Off-Track Betting Corporation is a public benefit
corporation, which operates an off-track pari-mutuel betting
system on thoroughbred and harness horse races held at all 11 race
tracks located in New York State and certain race tracks located
outside of the State.  Since NYC OTB's inception in 1971, it has
made payments of nearly $2 billion to the State horse racing
industry, over $1.4 billion to New York City and nearly
$600 million to the State.  In 2008 alone, NYC OTB made statutory
contributions in an aggregate amount of $128.6 million to the
State horse racing industry, the State, the City, and other local
municipalities.  NYC OTB's operations are regulated by the State.

NYC OTB filed for bankruptcy under Chapter 9 of the Bankruptcy
Code on December 3, 2009 (Bankr. S.D.N.Y. Case No. 09-17121).
Richard Levin, Esq., at Cravath, Swaine & Moore LLP, in New York,
serves as the Debtor's counsel.

At September 30, 2009, NYC OTB had $18,468,147 in total assets
against $74,912,742 in total current liabilities, $6,982,887 in
long-term liabilities, and $201,020,000 in long-term post
employment benefits.

Raymond Casey, President and Chief Executive Officer of NYC OTB,
said in court papers that over time, higher mandatory
distributions required by the State Legislature, combined with
increases in the cost of operating in New York City, left NYC OTB
with no residual income to turn over to the City.  NYC OTB laid
off 17% of its management, closed underperforming branches,
reduced employees' overtime hours, surrendered a quarter of its
headquarters space, reduced supply purchases, decreased security
expenses and reduced energy costs -- resulting in nearly
$45 million of savings during the five-year period through the end
of the 2008 fiscal year.  While making the difficult decisions
needed to reduce operational costs, NYC OTB also launched a
campaign seeking to have the State Legislature rationalize the
flawed and burdensome legislative distribution scheme.


OCCULOGIX INC: Posts $4.4 Million Net Loss in 2009
--------------------------------------------------
OccuLogix, Inc., filed its annual report on Form 10-K, showing a
net loss of $4.4 million on $868,763 of revenue for 2009,
compared with a net loss of $9.4 million on $458,202 of revenue
for 2008.

The Company's balance sheet as of December 31, 2009, showed
$9.7 million in assets, $3.0 million of debts, and $6.7 million of
stockholders' equity.

The Company's working capital deficit at December 31, 2009, is
$2,132,036.  In the period subsequent to December 31, 2009, the
Company raised gross proceeds of $8.0 million in private placement
and registered direct financings.  "Although current levels of
cash flows are negative, management believes the Company's
existing cash as well as the proceeds from the funding received
subsequent to December 31, 2009, will be sufficient to cover its
operating and other cash demands for at least the next 12 months."

The independent auditors did not include a "going concern"
qualification in its report on the Company's financial statements
for the year ended December 31, 2009.  For the years ended
December 31, 2008, and 2007, the Company's independent auditors,
Ernst & Young LLP, expressed substantial doubt about the Company's
ability to continue as a going concern, noting that of the
Company's recurring operating losses and minimal working capital.

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

               http://researcharchives.com/t/s?5cb7

San Diego, Calif.-based OccuLogix, Inc. is an in-vitro diagnostic
company.  The Company is commercializing a proprietary tear
testing platform, the TearLab(TM) Osmolarity System that enables
eye care practitioners to test for highly sensitive and specific
biomarkers using nanoliters of tear film at the point-of-care.

                          *     *     *

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


OCCULOGIX INC: Hudson Bay Discloses Equity Stake
------------------------------------------------
Hudson Bay Fund, LP, Hudson Bay Overseas Fund Ltd., Hudson Bay
Capital Management, L.P., and Sander Gerber disclosed that as of
March 15, 2010, they may be deemed to beneficially own in the
aggregate 605,548 shares of Common Stock and Warrants to purchase
8,560 shares of OccuLogix, Inc. Common Stock, which expire on
February 6, 2012.

              About OccuLogix dba TearLab Corporation

Headquartered in San Diego, California, OccuLogix, Inc. dba
TearLab Corporation -- http://www.tearlab.com-- develops and
markets lab-on-a-chip technologies that enable eye care
practitioners to improve standard of care by objectively and
quantitatively testing for disease markers in tears at the point-
of-care.  The TearLab Osmolarity Test, for diagnosing Dry Eye
Disease, is the first assay developed for the award winning
TearLab Osmolarity System.  TearLab Corporation's common shares
trade on the NASDAQ Capital Market under the symbol 'TEAR' and on
the Toronto Stock Exchange under the symbol 'TLB'.  TearLab is
currently marketed globally in more than 17 countries including
the U.S.

At September 30, 2009, the Company had $10,674,343 in total assets
against total current liabilities of $2,389,625 and contingently
redeemable common stock of $250,000.  At September 30, 2009, the
Company had $370,335,623 in accumulated deficit and stockholders'
equity of $8,034,718.

The Company noted in its quarterly report on Form 10-Q for the
quarter ended September 30, 2009, it has sustained substantial
losses of $14,181,433 for the year ended December 31, 2008 and
$2,678,252 and $7,097,008 for the nine months ended September 30,
2009 and 2008, respectively.

OccuLogix, Inc., said as a result of its history of losses and
financial condition, there is substantial doubt about its ability
to continue as a going concern.


OCCULOGIX INC: Cranshire Capital Holds 6.2% of Common Stock
-----------------------------------------------------------
Cranshire Capital, L.P., Downsview Capital, Inc., and Mitchell P.
Kopin disclosed that as of March 14, 2010, they may be deemed to
beneficially own 776,397 shares of OccuLogix, Inc. Common Stock,
representing beneficial ownership of approximately 6.2% of the
Common Stock.

On March 14, 2010, Cranshire executed a Securities Purchase
Agreement with the Company.

The shares are based on (1) 11,830,129 shares of Common Stock
issued and outstanding on March 15, 2010, plus (2) 776,397 shares
of Common Stock to be issued to Cranshire at the closing of a
transaction with the Company.

The shares excludes (I) 310,559 shares of Common Stock issuable
upon exercise of a warrant to be issued to Cranshire at the
closing of the transaction because the Warrant is not exercisable
until September 19, 2010 -- and the Warrant also contains a
blocker provision under which the holder thereof does not have the
right to exercise the Warrant to the extent (but only to the
extent) that such exercise would result in beneficial ownership by
the holder thereof, together with its affiliates and any other
persons acting as a group together with the holder or any of the
holder's affiliates, of more than 4.9% of the Common Stock -- and
(II) 5,360 shares of Common Stock issuable upon exercise of
another warrant held by Cranshire because the Other Warrant
contains a blocker provision under which the holder does not have
the right to exercise the Other Warrant to the extent that such
exercise would result in beneficial ownership by the holder
thereof, together with its affiliates and any other persons whose
beneficial ownership would be aggregated with the holder's, of
more than 4.999% of the Common Stock.  Without the blocker
provisions (and assuming the Warrant is currently exercisable),
Cranshire et al. may be deemed to beneficially own 1,092,316
shares of Common Stock.

              About OccuLogix dba TearLab Corporation

Headquartered in San Diego, California, OccuLogix, Inc. dba
TearLab Corporation -- http://www.tearlab.com-- develops and
markets lab-on-a-chip technologies that enable eye care
practitioners to improve standard of care by objectively and
quantitatively testing for disease markers in tears at the point-
of-care.  The TearLab Osmolarity Test, for diagnosing Dry Eye
Disease, is the first assay developed for the award winning
TearLab Osmolarity System.  TearLab Corporation's common shares
trade on the NASDAQ Capital Market under the symbol 'TEAR' and on
the Toronto Stock Exchange under the symbol 'TLB'.  TearLab is
currently marketed globally in more than 17 countries including
the U.S.

At September 30, 2009, the Company had $10,674,343 in total assets
against total current liabilities of $2,389,625 and contingently
redeemable common stock of $250,000.  At September 30, 2009, the
Company had $370,335,623 in accumulated deficit and stockholders'
equity of $8,034,718.

The Company noted in its quarterly report on Form 10-Q for the
quarter ended September 30, 2009, it has sustained substantial
losses of $14,181,433 for the year ended December 31, 2008 and
$2,678,252 and $7,097,008 for the nine months ended September 30,
2009 and 2008, respectively.

OccuLogix, Inc., said as a result of its history of losses and
financial condition, there is substantial doubt about its ability
to continue as a going concern.


OLLIE'S NOODLE: Files for Bankruptcy After Labor Suit Loss
----------------------------------------------------------
Adrianne Pasquarelli at Crain's New York Business reports that
Ollie's Noodle Shop & Grille filed for Chapter 11 bankruptcy,
listing assets of $563,000 and liabilities totaling more than
$3.7 million.  The filing came after the Company was found in
violation of labor laws early 2010.

According to the report, the Company was found guilty of violating
overtime and minimum wage laws and ordered to pay $2.3 million.
The Company allegedly paid employees $1.4 an hour.  The minimum
wage is 7.25 in New York state.

Ollie's Noodle Shop & Grille operates a restaurant in New York.


OSAGE EXPLORATION: GPKM LLP Raises Going Concern Doubt
------------------------------------------------------
GPKM LLP of Encino, California, expressed substantial doubt about
Osage Exploration and Development Inc.'s ability to continue as a
going concern.  The firm reported that the Company has suffered
recurring losses from operations and has an accumulated deficit as
of December 31, 2009.

The Company's balance sheet at the end of 2009 revealed
$3.1 million in total assets, against $272,881 in total current
liabilities and a $55,742 liability for assets retirement
obligations, for a $2.7 million stockholders' deficit.

The Company reported a $2.3 million net loss on $2.8 million of
total operating revenues for 2009 compared with a $3.7 million net
loss on $3.1 million of total operating revenues for 2008.

The Company's operating plans require additional funds that may
take the form of debt or equity financings.  There can be no
assurance that additional funds will be available.  The Company
says its ability to continue as a going concern is in substantial
doubt and is dependent upon achieving a profitable level of
operations and obtaining additional financing.

In the event that the Company is unable to continue as a going
concern, the Company says it may elect or be required to seek
protection from its creditors by filing a voluntary petition in
bankruptcy or may be subject to an involuntary petition in
bankruptcy.

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?5c2b

              About Osage Exploration and Development

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.


PACIFIC ETHANOL: Files Plan of Reorganization
---------------------------------------------
Pacific Ethanol, Inc., disclosed that on March 26, 2010, its
wholly-owned subsidiary, Pacific Ethanol Holding Co. LLC, together
with PEH's four wholly-owned ethanol production facilities, filed
a Plan of Reorganization and related draft Disclosure Statement
with the U.S. Bankruptcy Court in Delaware in cooperation with
WestLB AG and other secured lenders.  The Company expects PEH and
the Plant Subsidiaries to emerge from bankruptcy near the end of
the second quarter of this year.

The proposed Plan provides for up to $35 million in a new line of
credit to support current and future plant operations and
restructures the $293.5 million of secured debt of the Plant
Subsidiaries to a combination of equity and $115 million of
secured and subordinated debt.  Under the Plan, the ownership of
the Plant Subsidiaries will be transferred to a newly formed
holding company owned by the lenders.  The Company will continue
to staff, manage and operate the plants under the terms of an
amended and restated asset management agreement and will continue
to market all the ethanol and distillers grains produced by the
plants under the terms of the amended and restated agreements with
the Company's subsidiaries, Kinergy Marketing and Pacific Ag
Products.

The Company is currently negotiating with the lenders regarding a
potential acquisition of ownership interests in New PEH. If these
negotiations result in an agreement, the Plan will be amended.

The Company believes that the combination of new and restructured
debt under the Plan will provide the needed liquidity to support
the resumption of operations at the plants located in Madera and
Stockton, California, and sustained production of ethanol at all
four plants, as market conditions permit.

Neil Koehler, Pacific Ethanol's CEO and President said, "The Plan
will significantly improve the balance sheets of the Company and
its Plant Subsidiaries by reducing debt and providing new working
capital.  We believe the combined companies will be well
positioned to continue as the leading producer and marketer of low
carbon renewable fuels in the Western United States.  Working in
cooperation with our lenders in filing this Plan, we are excited
about the long term, strategic growth opportunities for the
Company as the market for our products and services continues to
expand."

                     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.


PACIFIC PANORAMA: U.S. Trustee Fails to Appoint Creditors Panel
---------------------------------------------------------------
The U.S. Trustee for Region XVII told the U.S. Bankruptcy Court
for the District of Nevada that no committee of unsecured
creditors has been appointed.

Las Vegas, Nevada-based Pacific Panorama, LLC, filed for Chapter
11 bankruptcy protection on January 29, 2010 (Bankr. D. Nev. Case
No. 10-11464).  Armand Fried, Esq., who has an office in Las
Vegas, Nevada, assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$1,000,001 to $10,000,000 in liabilities.


PACIFIC PANORAMA: Taps David A. Riggi as Bankruptcy Counsel
-----------------------------------------------------------
Pacific Panorama LLC has asked for permission from the U.S.
Bankruptcy Court for the District of Nevada to employ the Law
Office of David A. Riggi as bankruptcy counsel.

The David A. Raggi will, among other things:

     a. institute, prosecute, or defend any contested matters
        arising out of the bankruptcy proceeding in which the
        Debtor may be a party;

     b. assist in the recovery and obtain Court approval for
        recovery and liquidation of estate assets, and assist in
        protecting and preserving the same where necessary;

     c. assist in determining the priorities and status of claims
        and in filing objections thereto where necessary; and

     d. assist in the preparation of a disclosure statement and
        Chapter 11 plan.

David A. Raggi will be paid based on the hourly rates of its
personnel:

        Partners                       $300
        Associates                     $195
        Paralegals or Law Clerks       $135

David A. Riggi, the principal of the Law Office of David A. Riggi,
assures the Court that the firm is "disinterested" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Las Vegas, Nevada-based Pacific Panorama, LLC, filed for Chapter
11 bankruptcy protection on January 29, 2010 (Bankr. D. Nev. Case
No. 10-11464).  The Company listed $10,000,001 to $50,000,000 in
assets and $1,000,001 to $10,000,000 in liabilities.


PACKAGING DYNAMICS: S&P Puts 'B-' Rating on CreditWatch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit and other ratings on Packaging Dynamics Corp. on
CreditWatch with positive implications.

"The CreditWatch placement reflects the recent meaningful debt
reduction that Packaging Dynamics has made with cash generated
from its core operations and funds from alternative-fuel-mixture-
credits [AFMC], and its improving operating performance," said
Standard & Poor's credit analyst Andy Sookram.  Following the
significant customer destocking period that occurred in late 2008
and early 2009, which led to lower demand and selling prices,
Packaging Dynamics' adjusted EBITDA has improved in the last
several quarters.  This measurement was $3 million for the March
2009 period, and increased to $10 million, $17 million, and
$15 million for the following three sequential quarters.  This
improvement resulted from lower input costs, benefits from cost
savings initiatives, and recovering demand in certain segments,
particularly food packaging.  Higher earnings, combined with
benefits from working capital management and lower capital
spending contributed to significantly higher free cash flow
(excluding funds from AFMC), which increased to nearly $17 million
for the 12-month period ended Dec. 31, 2009, from $1 million for
the same period in 2008.  Packaging Dynamics used free cash flow
and funds from AFMC of about $20 million to reduce debt.  As a
result, total adjusted debt declined to $296 million at Dec. 31,
2009, from about $340 million a year ago, leverage declined to
around 6.6x from nearly 8x over the same timeframe, and interest
coverage increased to nearly 2x from 1.5x.

In resolving its CreditWatch listing, S&P will assess management's
near- and intermediate-term business and financial strategies,
including financial policies, and its plans for renewing the
asset-based facility (due June 2011) under reasonable terms in the
near term.


PETER CAPONE: Wants to Hire Michaelson Susi as Bankruptcy Counsel
-----------------------------------------------------------------
Peter Capone has sought authorization from the U.S. Bankruptcy
Court for the Central District of California to employ Michaelson,
Susi & Michaelson, a Professional Corporation, as bankruptcy
counsel.

MS&M will represent the Debtor in prosecuting or defending these
contested matters and adversary proceedings in the Court:

     a. relief from stay actions;

     b. plan of reorganization and disclosure statement disputes;
        and

     c. matters initiated by the U.S. Trustee.

MS&M will be paid based on the hourly rates of its personnel:

        Peter Susi                       $475
        Franklyn S. Michaelson           $475
        Marjorie Lakin Erickson          $350
        Jon Gura                         $340
        Legal Assistants                  $95

Peter Susi, a member at MS&M, assures the Court that the firm is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Santa Ynez, California-based Peter Capone filed for Chapter 11
bankruptcy protection on February 19, 2010 (Bankr. C.D. Calif.
Case No. 10-10782).  The Debtor estimated his assets and debts at
$10,000,001 to $50,000,000.


PRA INTERNATIONAL: Moody's Gives Stable Outlook; Keeps 'B3' Rating
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook for PRA
International, Inc., to stable from negative.  At the same time,
Moody's affirmed the ratings, including the Corporate Family
Rating of B3 and the Probability of Default Rating of B2.

The stable outlook reflects the significant improvement in PRA's
operating performance and liquidity over the past several
quarters.  Much stronger than expected free cash flow generation
in recent quarters has allowed the company to repay all of the
borrowings under its revolver and make a voluntary term loan
repayment which has also improved the outlook for headroom under
the company's financial covenants.  The stable outlook is also
supported by Moody's view that the fundamentals for the Contract
Research Organization industry will be improving in 2010 versus
2009.  Improvement in the biotech funding environment, general
economic recovery and the continued integration of the
pharmaceutical mega-mergers which took place in 2009 should lead
to a more stable CRO operating environment over the next 12-18
months.

PRA's Corporate Family Rating is B3, reflecting the contract
cancellation risk that is inherent in the CRO business, coupled
with the significant level of adjusted leverage and limited
interest coverage.  Further, the CRO industry is highly
competitive and PRA's scale is mid-tier versus several much larger
competitors.  The ratings are supported by Moody's view that the
long-term growth prospects for the CRO industry remain sound.
Further, PRA's relatively good customer and geographic diversity,
as well as its flexible cost structure should mitigate some of the
contract cancellation risk.

Ratings affirmed/LGD assessments revised:

PRA International:

  -- $30 million senior secured revolving credit facility due
     2013; B1, LGD3, 36%

  -- $70 million senior secured first-out term loan due 2014; B1,
     LGD3, 36%

  -- $85 million senior secured last-out term loan due 2014; B3,
     LGD5, 73%

  -- Corporate Family Rating; B3

  -- Probability of Default Rating; B2

Pharmaceutical Research Associates Group, BV:

  -- $10 million senior secured revolving credit facility due
     2013; B1, LGD3, 36%

  -- $100 million senior secured first-out term loan due 2014; B1,
     LGD3, 36%

The outlook for the ratings is stable.

The last rating action was on April 9, 2009, when Moody's changed
PRA's outlook to negative from stable.

PRA International is an international CRO that assists
pharmaceutical and biotechnology companies in developing drug
compounds, biologics, and drug delivery devices and gaining
necessary regulatory approvals.  The company was acquired by
Genstar Capital in 2007.


PRESSTEK INC: Posts $49.8 Million Net Loss for FY Ended Jan. 2
--------------------------------------------------------------
Presstek Inc. filed its Form 10-K, showing a net loss of
$49.8 million on $134.4 million of total revenue for the fiscal
year ended January 2, 2010, compared with a net income of $524,000
on $193.2 million of total revenue for the fiscal year ended
January 3, 2009.

The Company's balance sheet as of January 2, 2010, revealed
$104.5 million in total assets and $47.6 million in total
liabilities for a $56.8 million stockholders' equity.

A full-text copy of the company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?5c34

                        About Presstek

Greenwich, Connecticut-based Presstek, Inc. (NASDAQ: PRST) --
http://www.presstek.com/-- manufactures and markets high tech
digital imaging solutions to the graphic arts and laser imaging
markets.  Presstek's patented DI(R), CTP and plate products
provide a streamlined workflow in a chemistry-free environment,
thereby reducing printing cycle time and lowering production
costs.  Presstek solutions are designed to make it easier for
printers to cost effectively meet increasing customer demand for
high-quality, shorter print runs and faster turnaround while
providing improved profit margins.  Presstek subsidiary, Lasertel,
Inc., manufactures semiconductor laser diodes for Presstek's and
external customers' applications.


PRM REALTY: Wants to Hire Pronske & Patel as Bankruptcy Counsel
---------------------------------------------------------------
PRM Realty Group, LLC, has asked for permission from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Pronske & Patel, P.C., as bankruptcy counsel.

Pronske & Patel will, among other things:

     (a) take necessary action to protect and preserve the
         Debtor's estate, including the prosecution of actions on
         behalf of the Debtor, the defense of any actions
         commenced against the Debtor, negotiations concerning
         litigation in which the Debtor is involved, and
         objections to claims filed against the Debtor's estate;

     (b) prepare on behalf of the Debtor all necessary motions,
         answers, orders, reports, and other legal papers in
         connection with the administration of its estate;

     (c) assist the Debtor in preparing for and filing a
         disclosure statement; and

     (d) assist the Debtor in preparing for and filing a plan of
         reorganization at the earliest possible date.

Gerrit M. Pronske, a shareholder with Pronske & Patel, says that
the firm will be paid based on the hourly rates of its personnel:

         Gerrit M. Pronske          $550
         Rahkee V. Patel            $375
         Partners                $330-$550
         Associates              $160-$225
         Legal Assistants           $100

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

Chicago, Illinois-based PRM Realty Group, LLC, filed for Chapter
11 bankruptcy protection on January 6, 2010 (Bankr. N.D. Tex. Case
No. 10-30241).  The Company's affiliates -- Peter R. Morris; Bon
Secour Partners, LLC; PM Transportation, LLC; Rangeline
Properties, LLC; PRS II, LLC; and Morris Radio Enterprises, LLC --
filed separate Chapter 11 bankruptcy petitions.  PRM Realty listed
$100,000,001 to $500,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.


RADIOSHACK CORP: Exploring Strategic Options Including Asset Sale
-----------------------------------------------------------------
Sources told The New York Post reports that RadioShack is
exploring strategic alternatives including a possible sale of the
company that could fetch more than $3 billion.  People close to
the situation told the Post that investment bankers have already
begun pitching their private-equity clients about a leveraged
buyout of RadioShack, notifying them of the retailer's willingness
to sell.  The Post also says another possibility is a merger with
big-box rival Best Buy.

The Post also says other options for RadioShack include using its
$900 million cash to either initiate a "massive share buyback," or
even make a strategic acquisition of its own.

According to the Post, one source briefed on the situation, said
JPMorgan Chase appears poised to lead the sales process for
RadioShack.  The source told the Post "it is very, very early" in
the process, and any auction wouldn't likely begin for weeks or
even months.

The Post says billionaire Leon Black's Apollo Global Management
has been rumored to be a suitor to RadioShack, but a person close
to the situation said Apollo is not in talks with the retailer.

                         About RadioShack

RadioShack Corporation (NYSE: RSH), headquartered in Fort Worth,
Texas, is a chain of consumer electronics specialty retail stores.
RadioShack was acquired by the Tandy Corporation in 1963.  In
1975, Tandy became exclusively an electronics company after it
spun off all other operations.  The company name was changed to
RadioShack in 2000.

                           *     *     *

RadioShack carries Fitch Ratings' Long-term Issuer Default Rating
at 'BB'; Bank credit facility at 'BB'; and Senior unsecured notes
at 'BB'.  RadioShack carries Standard & Poor's Ratings Services'
(BB/Stable/--) ratings.  The Company also carries Moody's
Investors Service's "Ba1" Corporate Family Rating.


RATHGIBSON INC: Court Okays Sale Process; May 19 Auction Set
------------------------------------------------------------
RathGibson Inc. received approval from the Bankruptcy Court of a
sale process where a creditor group will buy the Debtors' assets,
absent higher and better bids.

Pursuant to an Asset Purchase Agreement dated March 8, 2010,
RathGibson Acquisition Co., LLC -- formed by a group comprised by
some of the existing secured lenders and holders of 70% of the
$209.5 million in 11.25% unsecured notes -- has offered to pay $93
million cash and assume certain liabilities in exchange for
RathGibson's assets.  The sale of the assets is an integral part
of the Second Amended Plan and consummation of the Plan is
dependent upon consummation of the sale.

To further market test the assets, RathGibson will hold a May 19
auction, with bids due May 12.  Each bidder is required to, among
other things (i) be prepared to consummate the sale on or before
June 16, following entry of the plan confirmation order, and (ii)
submit a $10 million deposit.

The sale would be approved as part of the approval of the
liquidating Chapter 11 plan at a May 21 confirmation hearing.

                           Break-Up Fee

Under the bid procedures, the Debtor contemplated that RathGibson
Acquisition, as stalking horse bidder, will be entitled to a
break-up fee of $2.79 million and expense reimbursement of up to
$1 million in the event the Debtor consummates a sale with another
party.

According to Bill Rochelle at Bloomberg News, the bankruptcy judge
has not yet decided if proposed breakup fees were appropriate. If
another bidder wins the auction, the judge will decide about
allowing a breakup fee at the hearing for approval of the sale.
The U.S. Trustee objected, saying the possible breakup fees and
expenses, totaling $5.54 million, were too high since they
represented 5.9 percent of the sale price.

                       About RathGibson Inc.

Headquartered in Lincolnshire, Illinois, RathGibson Inc. --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/
and http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line).  In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel.  Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors.  Kelley Drye & Warren LLP serves as special corporate
counsel.  Garden City Group is claims and notice agent.  The
petition says that Rathgibson has assets and debts of $100 million
to $500 million.

Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T.
Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington
Trust FSB, as administrative agent, and an ad hoc committee of
certain holders of Senior Notes.  Attorneys at Richards, Layton &
Finger P.A., also represent the ad hoc noteholders committee.


REDDY ICE: S&P Raises Corporate Credit Rating to 'B-'
-----------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Dallas, Texas-based Reddy Ice Holdings
Inc. to 'B-' from 'SD', and its wholly owned operating company,
Reddy Ice Corp., to 'B-' from 'CC'.  Following the transaction,
S&P withdrew the corporate credit rating on Opco.  S&P also raised
its ratings on Holdings' remaining senior discount notes (not
exchanged) to 'CCC' from 'D'.  The recovery rating on this debt
remains unchanged at '6'.

At the same time, S&P affirmed the 'B-' issue rating on Opco's
$300 million secured first-priority Opco notes due 2015.  The
recovery rating remains at '3', indicating S&P's expectation for
meaningful (50% to 70%) recovery in the event of a payment
default.  S&P also affirmed the 'CCC' issue rating on Opco's
$139.4 million secured second-priority Opco notes due 2015.  The
recovery rating remains at '6', indicating S&P's expectation for
negligible (0% to 10%) recovery for noteholders in the event of a
payment default.

The rating actions follow Reddy Ice's recent completed exchange
transaction and refinancing.  Reddy Ice's postexchange capital
structure and bank refinancing increased its debt burden by about
$60 million.  Even so, it extended Reddy Ice's debt maturities and
has provided liquidity to the company to not only withstand
lingering weak macroeconomic conditions with greater capacity but
also provides the company with capital to fund its growth
initiatives.

The ratings also reflect S&P's view that, given ongoing weak
macroeconomic conditions, the company's weak operating results
will continue.  Despite the expectation that, pro forma for the
transaction, Reddy Ice's liquidity position will improve, these
weak operating results will likely lead to more constrained free
cash flow generation in the near term.  The ratings also
incorporate the company's narrow product focus; participation in
the highly fragmented and competitive packaged ice industry, which
is susceptible to unfavorable economic and weather conditions;
seasonal demand for its products; and a vulnerable financial
profile.


RICK BRUNSMAN: Files for Bankruptcy to Liquidate Businesses
-----------------------------------------------------------
Business Courier of Cincinnati, reports that entrepreneur Rick
Brunsman filed for Chapter 11 bankruptcy to liquidate his business
interests.  Mr. Brunsman listed $29 million in assets and
$53 million in liabilities.
Jon Newberry, staff reporter at Business Courier relates that Mr.
Brunsman's businesses are no longer operating.  Mr. Brunsman is
expected to proceed to sell two estate entities: RBDB Investment
LL and Harmony Park LLC.  RBDB Investment has $10 million in asset
and $12 million in liabilities, while Harmony Park has $12 million
in assets and $4 million in claims.


RIVIERA HOLDINGS: Ernst Young Raises Going Concern Doubt
--------------------------------------------------------
On March 26, 2010, Riviera Holdings Corporation filed its annual
report on Form 10-K for the year ended December 31, 2009.

Ernst Young LLP, in Las Vegas, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses and has a working capital deficiency.  In
addition, the Company is in default under its Credit Facility and
Swap Agreement.

The Company reported a net loss of $24.9 million on $134.0 million
of revenue for the year ended December 31, 2009, compared with a
net loss of $11.9 million on $169.8 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$198.9 million in assets and $282.0 million of debts, for a
stockholders' deficit of $83.1 million.

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

               http://researcharchives.com/t/s?5c8f

Las Vegas, Nev.-based Riviera Holdings Corporation, through its
wholly-owned subsidiary, Riviera Operating Corporation, owns and
operates the Riviera Hotel & Casino located on the Las Vegas
Boulevard in Las Vegas, Nevada.  Through its wholly owned
subsidiary, Riviera Black Hawk, Inc., the Company owns and
operates the Riviera Black Hawk Casino, a casino in Black Hawk,
Colorado.


ROUNDY'S SUPERMARKETS: Moody's Puts 'Caa1' Rating on $150MM Debt
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Roundy's
Supermarkets, Inc., following the company's announcement of a
debt-financed dividend of $150 million planned to close in April
2010.  Moody's also assigned a rating of Caa1 to the $150 million
of new second-lien debt being used to finance the dividend, and
changed the rating outlook to negative from stable.

Moody's ratings reflect the expectation that Roundy's credit
metrics, which will be stressed immediately following the dividend
transaction, will return to more comfortable levels for the B2
Corporate Family Rating within a reasonable period as a result of
using cash flow for debt reduction.  The negative outlook reflects
heightened risk of a ratings downgrade due to Roundy's reduced
financial flexibility following the increase of $150 million in
long term debt during a time of unstable industry conditions.
Moody's ratings also reflect the change from a conservative
financial policy to a fairly aggressive financial policy.  This
shift is demonstrated by two recent debt-financed dividends which
weakened the company's financial profile at a time when the
general operating environment for supermarkets was unstable.

The affirmed B1 ratings on the first lien debt continue to reflect
the benefit of their first lien position on essentially all of the
company's assets.  The Caa1 ratings of the second lien debt
reflect its second priority relative to a substantial amount of
senior liabilities.  The Probability of Default Rating is being
changed to B2 to reflect the change the overall loss given default
due to the increased amount of debt in the new capital structure.

Moody's affirmed these ratings for Roundy's:

  -- Corporate Family Rating at B2

  -- Senior secured revolver due 2012 at B1 (LGD 3, 39% from LGD
     2, 27%)

  -- Senior secured term loan B due 2013 at B1 (LGD 3, 39% from
     LGD 2, 27%)

Moody's assigned this new rating to Roundy's:

  -- $150 million second lien term loan maturing 2016 rated Caa1
     (LGD 5,79%).

Moody's changed this rating of Roundy's:

  -- Probability of Default rating upgraded to B2 from B3

The last rating action for Roundy's was the assignment of ratings
to its first lien credit facilities on October 26, 2009.


ROUNDY'S SUPERMARKETS: S&P Gives Stable Outlook; Keeps 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Milwaukee-based Roundy's Supermarkets Inc. to stable
from negative.  At the same time, S&P affirmed the 'B' corporate
credit rating on the company.

At the same time, S&P raised the bank loan rating on the first-
lien bank facility to 'B+', one notch higher than the corporate
credit rating.  The recovery rating is '2', reflecting S&P's
expectation of a substantial (70%-90%) recovery in the event of a
payment default.  This action is primarily due to an increase in
the EBITDA recovery multiple assumption to 5.5x from 5.0x.

S&P also assigned a 'CCC+' rating (two notches lower than the
corporate credit rating) to Roundy's proposed second-lien term
loan.  The recovery rating is '6', reflecting expectations of
negligible (0%-10%) recovery in the event of a payment default.

S&P expects the covenants under the bank facility to be amended
such that the EBITDA covenant cushion under its tightest covenant
will increase to about 17% on a pro forma basis, thus giving
Roundy's significant relief from the current 5% EBITDA cushion
under its senior leverage covenant.

"The outlook revision to stable primarily reflects expectations
that Roundy's will have increased cushion under its bank facility
following the covenant amendments under its first-lien bank
facility," said Standard & Poor's credit analyst Stella Kapur.
The affirmation of the 'B' corporate credit rating reflects the
following:

S&P's belief that while credit metrics (pro forma for the proposed
second-lien term loan issuance) will deteriorate from current
levels, they will still remain adequate for the current rating
given S&P's assessment that Roundy's business risk profile is
fair.

S&P expects that Roundy's credit metrics will gradually strengthen
over time as free operating cash flow is utilized to pay down its
first-lien bank facility with free operating cash flow.  The
amended first-lien bank facility will have a 100% cash flow sweep.

S&P's view that Roundy's will not issue an additional dividend in
the intermediate term; in exchange for the proposed amendments,
the company will give up its right to issue up to $200 million of
dividends that could have been financed with unsecured, junior
debt.  In addition, Roundy's cannot utilize free operating cash
flow to issue dividends.  Hence, S&P believes the company will not
be able to issue an additional dividend in the intermediate term
without obtaining lender approval and consent.

The stable outlook primarily reflects expectations that Roundy's
operations will remain stable and will have adequate liquidity.  A
lower rating could be considered if Roundy's starts to lose
meaningful market share resulting in operating performance falling
below S&P's expectations or if cushion under its senior leverage
covenant falls below 5%.  S&P could also revise the outlook to
negative if the company is not successful in obtaining bank
facility covenant amendments that it needs to maintain adequate
covenant cushion under its bank facility.  A higher rating is not
likely to be considered in the intermediate term.


SBARRO INC: Posts $37.3 Million Net Loss for 2009
-------------------------------------------------
Sbarro, Inc., filed its annual report on Form 10-K for 2009,
showing a net loss of $37.3 million on $339.3 million of revenue
for the year ended December 27, 2009, compared with a net loss of
$90.6 million on $359.2 million of revenue for the year ended
December 28, 2008.

"The decrease in revenues was primarily due to a 4.9% decrease in
Company-owned comparable-unit sales, lost sales from stores
strategically closed and a decline in royalties on franchise
sales, offset by revenues generated by new Company-owned stores
opened in 2008 and 2009."

Revenues were $94.0 million for the fourth quarter ended
December 27, 2009, as compared to revenues of $98.7 million for
the quarter ended December 28, 2008.  Net loss was $884,000 for
the fourth quarter of 2009, compared to a net loss of
$82.0 million for the fourth quarter of 2008.

The Company's balance sheet as of December 27, 2009, showed
$490.4 million in assets, $444.7 million of debts, and
$15.7 million of stockholders' equity.

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

               http://researcharchives.com/t/s?5c90

A full-text copy of the press release reporting the Company's
financial results for the fourth quarter ended December 27, 2009,
is available for free at http://researcharchives.com/t/s?5c91

                        About Sbarro Inc.

Melville, N.Y.-based Sbarro, Inc. -- http://www.sbarro.com/-- is
the world's leading Italian quick service restaurant concept and
the largest shopping mall-focused restaurant concept in the world.
The Company has 1,056 restaurants in 41 countries.

                          *     *     *

As of March 26, 2010, the Company carries Standard and Poors' CCC+
senior credit facility rating, CCC- Senior Notes rating, and CCC+
corporate rating.  In July 2009, Moody's increased Sbarro's credit
ratings to Caa1 from Caa2 on its senior credit facility, affirmed
its C rating on its senior notes and affirmed its Ca corporate
rating, which ratings hold to date.


SENSATA TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised the ratings on sensors
and controls manufacturer Sensata Technologies B.V., including the
corporate credit rating, to 'B' from 'B-'.  S&P also removed the
ratings from CreditWatch with positive implications.  The outlook
is positive.

"The rating actions follows Sensata's announcement that it has
finalized its debt tender offer (with about $96 million in
principal tendered) and its reiteration of its intention to use a
total of $350 million to retire debt, which will improve credit
measures," said Standard & Poor's credit analyst Dan Picciotto.
Following its completion of the tender offer, pro forma total
adjusted debt to EBITDA as of Dec. 31, 2009, will remain high at
about 7.2x.  However, this figure would decline to less than 6.5x
if the company is successful in using the full $350 million for
debt repayment.  "S&P believes business trends remain favorable,
which should allow for further improvement in credit measures that
could support higher ratings," he continued.

The ratings on Sensata reflect its highly leveraged financial
profile and fair business risk profile.  The company's high debt
level more than offsets its good geographic diversification and
solid operating margins.

Sensata remains highly leveraged, but has begun to generate better
EBITDA due to improved market conditions and significant cost-
cutting actions.  S&P could raise the ratings if adjusted debt to
EBITDA trends to less than 5x and funds from operations to total
adjusted debt is expected to remain in excess of 10%.  S&P could
revise the outlook to stable if market conditions become
unfavorable and limit improvement in credit measures.  For
instance, if S&P thought adjusted debt to EBITDA would remain
around 6x, S&P could revise the outlook to stable.


SIMON WORLDWIDE: Posts $2.1 Million Net Loss in 2009
----------------------------------------------------
Simon Worldwide, Inc., filed its annual report on Form 10-K,
showing a net loss of $2.1 million for 2009, compared with net
income of $621,000 for 2008.

The Company's balance sheet as of December 31, 2009, showed
$15.4 million in assets, $768,000 of debts, and $14.7 million of
stockholders' equity.

BDO Seidman, LLP, in Los Angeles, expressed substantial doubt
about the Company's ability to continue as a going concern.
The independent auditors noted that of Company has suffered
significant losses from operations, has a lack of any operating
revenue and is subject to potential liquidation in connection with
the Recapitalization Agreement.

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

               http://researcharchives.com/t/s?5c93

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) was, prior
to August 2001, operated as a multi-national full-service
promotional marketing company, specializing in the design and
development of high-impact promotional products and sales
promotions.  At December 31, 2009, the Company held an investment
in Yucaipa AEC Associates, LLC, a limited liability company that
is controlled by the Yucaipa Companies, a Los Angeles, California
based investment firm.  Yucaipa AEC in turn principally held an
investment in the common stock of Source Interlink Companies, a
direct-to-retail magazine distribution and fulfillment company in
North America, and a provider of magazine information and front-
end management services for retailers and a publisher of
approximately 75 magazine titles.  Yucaipa AEC held this
investment in Source until April 28, 2009, when Source filed a
pre-packaged plan of reorganization under Chapter 11 of the U.S.
Bankruptcy Code.


SMURFIT-STONE: Proposes Winston & Strawn as Special Counsel
-----------------------------------------------------------
Smurfit-Stone Container Corp. and its units ask the Court for
authority to employ Winston & Strawn LLP as their special
corporate and finance counsel, nunc pro tunc to October 1, 2009.

Winston & Strawn is currently employed by the Debtors in the
ordinary course of business and has been employed by the Debtors
in connection with a wide range of legal matters since 1976.

However, starting in September 2009, Winston began incurring fees
in excess of the monthly ordinary course fee cap.  Given that the
amount of Winston & Strawn's legal work for the Debtors is
increasing, the Debtors recently advised Winston & Strawn that
they wish to retain the firm as their special corporate and
finance counsel in the Chapter 11 cases.

As the Debtors' special counsel, Winston & Strawn will provide
services regarding these matters:

  a. the Debtors' exit financing and other financing matters
      that may arise;

  b. general corporate matters;
  c. ordinary course litigation;

  d. real estate matters;

  e. tax matters;

  f. employee benefits matters; and

  g. any other matters as the Debtors may specifically request
     during the pendency of the Chapter 11 Cases for which
     another law firm is not advising the Debtors.

The Debtors seek to retain Winston & Strawn as special counsel at
Winston & Strawn's customary hourly rates and reimbursement
policies with a 10% discount on services rendered relating to
their exit financing.

In addition, previously agreed upon discounted hourly rates apply
to Winston & Strawn's services in connection with a certain
pending ERISA case.

With respect to all other matters, Winston & Strawn's standard
hourly rates will apply.  Winston & Strawn's standard hourly
rates range from $475 to $1,075 for all of its partners and $250
to $610 for all of its associates.

The primary attorneys anticipated to work on the engagement and
their current hourly rates are:

    Joseph A. Walsh - Partner          $780
    Brian S. Hart - Partner            $700
    Mark G. Henning - Partner          $645
    Andrea L. Briski - Associate       $420
    Timothy D. Kincaid - Associate     $380
    Kathy A. Homenda - Associate       $305

Joseph A. Walsh, Jr., Esq., a member of Winston & Strawn, assures
the Court that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

In a separate filing, James F. Conlan, Esq., at Sidley Austin
LLP, in Chicago, Illinois, certifies that there were no
objections to the Application as of March 4, 2010.

Accordingly, the Court approved the Application.

                        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: Panel Wants to Retain Fisher as Expert Witness
-------------------------------------------------------------
The Official Committee of Unsecured Creditors from Smurfit-Stone
Container Corp.'s cases asks the U.S. Bankruptcy Court for
authority to retain Fisher International, Inc. as its industry
expert and potential expert witness in connection with the
Chapter 11 cases, nunc pro tunc to February 3, 2010.

The Committee determined that the expert industry services of
Fisher are necessary to enable the Committee to evaluate the
Debtors' business plans and projections in preparation for the
confirmation hearing of their Chapter 11 Plan of Reorganization.

Accordingly, Fisher will perform consulting and offer expert
services to the Committee including, but not limited to:

  -- reviewing and analyzing the Debtors' business plans and
     projections;

  -- if asked, preparing an expert report; and

  -- if asked, being available to testify at depositions or at
     trial.

The Committee notes that it will be primarily using the services
of Rodney N. Fisher, president of Fisher, as its industry expert.

In exchange for its services, Fisher will be paid based on its
current hourly rates:

    Rodney N. Fisher                 $600
    Senior Consultants               $525
    Modeling Team                    $475
    Associate Consultants            $400
    Administrative Staff             $150

Mr. Fisher assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

In a separate filing, Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, certifies that there
are no objections or responses to the Application as of March 8,
2010.

Subsequently, the Court approved the Application.

                        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: FTI to Provide Valuation Services to Panel
---------------------------------------------------------
The Official Committee of Unsecured Creditors from Smurfit-Stone
Corp.'s cases asks the U.S. Bankruptcy Court for authority to
expand the scope of retention of FTI Consulting, Inc., currently
its financial advisor, to provide the Committee with expert
valuation services, nunc pro tunc to February 3, 2010.

The additional expert valuation services that FTI will provide
will include, but will not be limited to:

  -- reviewing and analyzing the Debtors' valuation model;
  -- reviewing and analyzing any competing valuations;
  -- preparing an independent valuation;
  -- preparing an expert report on valuation; and
  -- if asked, being available to testify at depositions or at
     trial on valuation.

For the Additional Services, FTI will be paid a fixed fee of
$600,000, payable after the conclusion of the Confirmation
Hearing.

In a separate filing, Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, certifies that there
are no objections to the Committee' application as of March 8,
2010.

Subsequently, the Court approved the Application.

                        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: Monitor Files 11th Report on Canada Unit
-------------------------------------------------------
Deloitte & Touche, Inc., the monitor in the proceedings under the
Companies' Creditors Arrangement Act commenced by Smurfit-Stone
Container Canada, Inc., et al., delivered its 11th monitor report
to the Superior Court of Justice (Commercial List) for the
Province of Ontario, in Canada.

The Monitor informs the Court that the purpose of the 11th Report
is to provide the Court with an update in respect of the claims
process and an overview of the Chapter 11 Plan of Reorganization
submitted by Smurfit-Stone Container Corporation in the United
States Bankruptcy Court of the District of Delaware, as well as
to comment on the Plan filing and a certain meeting order being
sought by the CCAA Entities.

According to the report, there are approximately 4,750 claims
that did not specify a particular debtor.  SSCC and the Monitor
are in the process of reviewing the Proofs of Claim filed against
the CCAA Entities, as well as the claims that have not specified
a specific debtor, the Monitor relates.

SSCC anticipates completing its review of all of the claims filed
against the U.S. Debtors by February 28, 2010, the Monitor notes.
It adds that a more fulsome analysis of claims will be provided
at a later date as part of an analysis of the Plan.

The Monitor further notes that as of February 9, 2010, 142
notices of revision or disallowance have been issued that have
not been resolved.  In addition, SSCC has identified 101 claims
against the CCAA Entities as contingent or unliquidated, five of
which were filed against all of the U.S. Debtors in relation to
various pension and retirement plans of the CCAA Entities.

Since early December, the Monitor has had ongoing discussions
with SSCC and its advisors regarding the valuation of the
Canadian assets, the composition of the secured and unsecured
debt, intercompany balances, taxing authority claims and how each
are to be treated in the Plan.

On December 4, 2009, SSCC and its advisors provided the Monitor
with its first draft of an illustrative recovery waterfall that
provided preliminary estimates of value for SSC Canada and
Smurfit-MBI prior to the resolution of the review and admittance
of claims.

The Monitor reveals that the key elements of the illustrative
recovery waterfall included the repayment of the Canadian pre-
filing secured facility in full since the Canadian security
covers all of the assets of SSC Canada and SMBI.

The Monitor says that it has reviewed the assumptions underlying
SSCC's valuation to assess the reasonableness of the total
Canadian asset valuation assigned by SSCC and its advisors.  In
addition, the Monitor relates that it has prepared its own going
concern valuation range using a discounted cash flow and market
based analysis as well as the value of the working capital and
non-core assets.

A full-text copy of the Monitor's 11th Report is available for
free at http://bankrupt.com/misc/SSC11thMonRep.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)


SPECIALTY PACKAGING: Authorized to Sell Assets for $14 Million
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Specialty Packaging
Holdings Inc., Cosmetic Specialties Inc. and affiliates received
approval from the Bankruptcy Court to sell their color cosmetic
development and manufacturing business for about $14 million to an
affiliate of Schwan-Stabilo Cosmetics GmbH.

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


SPHERIS INC: May Pay Bonuses After Secured Claims Are Paid
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Spheris Inc. obtained
approval to pay up to $850,000 in bonuses for 25 employees and
five top executives.

According to the report, payment to the executives under the
program is contingent on the sale of the Debtors at an auction
slated for April 13.  Subsidiaries of CBay Holding Ltd. have
offered $75.25 million cash for the assets.  At auction, lenders
will be able to bid using their pre- and post-bankruptcy loans
rather than cash.

The Bloomberg report relates that Spheris will be permitted to pay
bonuses only after claims of senior secured lenders have been paid
in full.

                        About Spheris Inc.

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

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


STANDARD PACIFIC: S&P Raises Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Irvine, Calif.-based homebuilder Standard Pacific Corp.
to 'B' from 'CCC+'.  The upgrade acknowledges improvement in the
company's cost structure, as well as previous success in
addressing near-term maturity risk.  At the same time, S&P raised
its ratings on $872 million of senior and subordinated notes and
revised its outlook on the company to stable from positive.

"S&P raised its rating on Standard Pacific because S&P believes
improvements in the company's cost structure could contribute to
near-breakeven net earnings even if the nascent housing market
recovery stalls and Standard Pacific's home sales are comparable
to 2009's levels," said Standard & Poor's credit analyst James
Fielding.  "Our rating also acknowledges manageable near-term debt
maturities and a meaningful cash balance.  That being said, the
company remains aggressively leveraged, in S&P's opinion, and it
does not currently have committed revolving borrowing capacity to
supplement its liquidity."

The outlook is stable and incorporates S&P's expectation that the
company may draw down its current cash balances to fund
opportunistic land purchases.  It is unlikely that S&P would raise
its rating on Standard Pacific over the next year because S&P does
not believe market conditions will improve sufficiently to support
the improved sales velocity necessary to generate meaningful net
profits.  However, S&P would lower its rating if the market
unexpectedly worsens and Standard Pacific's net loss widens
materially and its operations steadily burn cash, or if the
company uses more of its cash than S&P anticipate to fund
opportunistic land purchases.


SUNTRUST BANKS: Fitch Downgrades Long-Term Issuer Default Ratings
-----------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
of SunTrust Banks, Inc, and bank subsidiary, SunTrust Bank to
'BBB+'.  The Rating Outlook is Stable.

The downgrade of STI's ratings reflects continued credit stress
and the expectation that STI will continue to be hampered by
elevated credit costs over the intermediate term making it
difficult for them to return to profitability in 2010 and possibly
into 2011.  Fitch believes that STI's persistently weak credit and
performance metrics does not compare well to its peers and is not
commensurate with an 'A-' rated company.  STI remains vulnerable
to higher loss rates in its mortgage and home equity portfolios,
as well as its commercial real estate portfolio, which would add
further stress on earnings and could weaken STI's capital base.

Despite STI's seemingly stabilizing credit trends and that the
company's higher risk residential mortgage, home equity, and
residential construction portfolios have declined and are not
expected to generate the same level of losses going forward.
Fitch is concerned that persistent economic stress in STI's
primary markets of Florida and Georgia will have a more
significant impact on the company's significantly larger core
mortgage and home equity portfolios, which have performed
relatively well to date.  Further, while STI's exposure to
commercial real estate, a key area of concern for the U.S. banking
sector, are forecasted to trend below Fitch's stress scenarios
given its highly granular and largely owner occupied composition,
Fitch still believes that losses in this portfolio will escalate.

The Stable Outlook reflects Fitch's belief that STI has sufficient
financial resources, in terms of capital, reserves, and pre-
provision net revenue, relative to its current ratings, to absorb
the expected higher loss rates in the portfolio over the near to
intermediate term.

Additionally, STI's ratings are underpinned by its sizeable branch
franchise which provides a solid core funding base and contributes
to the company's healthy liquidity position.

Separately, STI may look to repay its preferred stock issued as
part of the US Treasury's Capital Purchase Program in 2010.
However, while STI has the financial resources to repay the CPP,
Fitch expects that the company will need to raise a certain amount
of common equity to receive approval for repayment.  Given the
current credit environment, as well as STI's recent record of
losses, Fitch would view the raising of additional common equity
as prudent and necessary to maintain a sound capital position, as
well as to improve the quality of its capital structure.

STI is among the largest banking companies in the US with about
$175 billion in assets and 1,700 branches.  The company's
footprint is focused in the southeastern and mid-Atlantic regions
of the U.S.  The company has a balanced consumer and commercial
banking franchise, as well as a national mortgage banking
franchise and a sizeable wealth and investment management
business.

Fitch has taken these rating actions on STI and its subsidiaries:

SunTrust Banks, Inc.

  -- Long-term IDR downgraded to 'BBB+' from 'A-'; Outlook Stable
  -- Short-term IDR downgraded to 'F2 'from 'F1';
  -- Senior debt downgraded to 'BBB+' from 'A-';
  -- Subordinated debt downgraded to 'BBB' from 'BBB+';
  -- Preferred stock downgraded to 'BBB-' from 'BBB';
  -- Short-term debt downgraded to 'F2' from 'F1';
  -- Long-term debt guaranteed by TLGP affirmed at 'AAA';
  -- Short-term debt guaranteed by TLGP affirmed at 'F1+';
  -- Individual affirmed at 'C';
  -- Support affirmed at '5';
  -- Support floor affirmed at 'No Floor'.

SunTrust Bank

  -- Long-term IDR downgraded to 'BBB+' from 'A-'; Outlook Stable;
  -- Short-term IDR downgraded to 'F2' from 'F1';
  -- Long-term debt guaranteed by TLGP affirmed at AAA';
  -- Short-term debt guaranteed by TLGP affirmed at F1+';
  -- Long-term deposits downgraded to 'A-' from 'A';
  -- Short-term deposits downgraded to 'F2' from 'F1';
  -- Senior debt downgraded to 'BBB+' from 'A-';
  -- Subordinated debt downgraded to 'BBB' from 'BBB+';
  -- Short-term debt downgraded to 'F2' from 'F1';
  -- Individual affirmed at 'C';
  -- Support affirmed at '3';
  -- Support floor affirmed at 'BB-'.

SunTrust Capital I
SunTrust Capital III
SunTrust Capital VIII
SunTrust Capital IX

  -- Preferred stock downgraded to 'BBB-' from 'BBB'.

SunTrust Preferred Capital I

  -- Preferred stock downgraded to 'BBB-' from 'BBB'.

National Commerce Capital Trust I

  -- Preferred stock downgraded to 'BBB-' from 'BBB'.


SUNWEST MANAGEMENT: $1.3-Bil. from Blackstone Group Leads Bidding
-----------------------------------------------------------------
Sunwest Management, now known as Stayton SW Assisted Living,
disclosed that U.S. District Court Judge Michael Hogan has
approved an agreement to sell 149 senior housing facilities to a
joint venture formed by Blackstone Real Estate Advisors VI L.P.,
Emeritus Senior Living, and Columbia Pacific Advisors.  The
Blackstone / Emeritus Joint Venture will become the stalking horse
bidder in a bankruptcy auction to be held on or about May 17,
2010.

The transaction is valued at $1.3 billion and includes a
combination of cash, securities, and assumption of debt. The
Blackstone / Emeritus Joint Venture will purchase most of the
assets of the consolidated Sunwest enterprise.  Existing investors
and other claimants in the bankruptcy estate will be permitted to
exchange their claims for either cash or up to 49% of the units in
the venture.

"This is a very promising transaction for Sunwest's investors and
other creditors of the bankruptcy estate, for which we all owe
thanks to Judge Hogan and individuals he has appointed," said
Chief Restructuring Officer Clyde Hamstreet. "He employed an
effective mediation strategy, using [retired Lane County Circuit
Court Judge] Lyle Velure as mediator, to resolve most of the
financial and legal complexities and disputes.  This allowed
hundreds of Sunwest entities that were on the verge of liquidation
to be consolidated into a single viable business.  That act alone
created significant value for the estate to the benefit of
investors, lenders, and other creditors."

Investor groups also endorsed the Court's handling of the case.
"If it were not for Judge Hogan's concern for investors, his
belief in the company, and his willingness to stand up to secured
lenders seeking to foreclose on their collateral, most of us
investors would have lost everything," said Bill Bryan, Chairman
of the Management Committee, which consists of investor
representatives.  "Instead, we are looking forward to prospects of
a meaningful return of our investments. Judges Hogan and Velure,
the professionals working on this case, and the combined
creditors' committees have done a terrific job in making that
possible."

The Court selected the Blackstone / Emeritus Joint Venture as
stalking horse bidder over a competing proposal from AEW Capital
Management, which sought to make a preferred investment in the
reorganized company.  The two proposals were brought forward to
the Court by the Chief Restructuring Officer, Receiver Michael
Grassmueck, and the Management Committee after months of
negotiations.  Earlier in March, the Court appointed an
independent expert, Bettina Whyte of Bridge Associates, LLC, to
facilitate final negotiations with both Blackstone and AEW and
assist in evaluating the competing proposals.

"The final stages of negotiations resulted in a major gain to the
bankruptcy estate," Hamstreet said.  "Both bidders improved their
offers dramatically.  The real winners are the investors and
creditors of Sunwest.  Claimants who want cash will be able to
receive cash, while those who want to preserve their tax status or
share in the reorganized company's future potential will be able
to roll their existing investments into the new venture.  We have
been working very hard to provide this choice to investors and are
grateful to the Court, Ms. Whyte, and others involved for their
roles in bringing about this positive result."

The Court approved bid procedures to govern an upcoming six week
bidding period, and is expected to appoint an investment banker to
advise the estate during the bidding and auction process.

As lead bidder, the Blackstone / Emeritus Joint Venture will have
customary overbid protection and will receive break-up fees if
another bidder makes the highest and best bid at the auction.
Closing of the sale will be subject to customary conditions,
confirmation of Sunwest's plan of reorganization, completion of
loan modifications, and transfers of operating licenses.  Closing
is expected to occur in July 2010.

                       About Sunwest Management

Founded in Oregon in 1991, Sunwest Management --
http://www.sunwestmanagement.com/-- remains one of the largest
private senior living providers in the country and is a
significant Oregon employer.  In 2008, the company engaged
Hamstreet & Associates and Alvarez & Marsal to serve as financial
advisors.  Clyde Hamstreet is founder and principal of Hamstreet &
Associates, a Portland-based, nationally recognized turnaround
firm that is leading the effort to provide quality care, preserve
value, and help Sunwest meet its obligations to creditors and
investors.  Michael Grassmueck is the founder and principal of
Grassmueck Group, a national firm that specializes in fiduciary
and insolvency services, which is based in Portland, Ore.  He has
served as a trustee in bankruptcy and as fiduciary in the state
and federal courts in thousands of cases for more than 25 years.

In March 2009, U.S. District Judge Michael Hogan appointed Michael
Grassmueck as receiver after the Securities and Exchange
Commission filed suit against Sunwest and former CEO Jon Harder,
alleging securities fraud.

The Company engaged Clyde Hamstreet as chief restructuring officer
in late November 2008 to serve as CRO, an appointment continued in
March by the U.S. District Court after the SEC lawsuit was filed.

Sunwest Management has put 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008.  On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.


TLC VISION: Plan Scheduled for May 5 Confirmation Hearing
---------------------------------------------------------
TLC Vision Corp. will present its reorganization plan for approval
at a confirmation hearing scheduled for May 5.  TLC Vision 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.


TOYS "R" US: Posts $312 Million Net Income Qtr. Ended Jan. 30
-------------------------------------------------------------
Toys "R" Us Inc. reported financial results for its fourth quarter
and fiscal year ended January 30, 2010.

For the 2009 fiscal year ended January 30, 2010, the Company
reported net earnings of $312 million, an increase of 43.1%
compared to net earnings of $218 million for the 2008 fiscal year.
Net earnings for the fourth quarter were $387 million, compared to
net earnings of $345 million for the fourth quarter of fiscal
2008.

The Company's balance sheet showed $8.5 billion in total assets,
$2.7 billion in total current liabilities, $5.0 billion in long-
term debt, $63.0 million in deferred tax liabilities,
$275.0 million in deferred rent liabilities, and $323.0 million in
other non-current liabilities, for a $117.0 million stockholders'
equity as of January 30, 2010.

Fiscal 2009 operating earnings increased to $784 million from
$621 million for fiscal 2008.  EBITDA for the year was
$1.168 billion, the highest in the history of the Company since it
was founded in 1948.  Adjusted EBITDA for fiscal 2009 increased to
$1.062 billion, up from $1.002 billion in fiscal 2008.  This marks
the third consecutive year the company has delivered Adjusted
EBITDA of over a billion dollars.  A detailed description and
reconciliation of EBITDA and Adjusted EBITDA are set forth at the
end of this announcement.

"Our strong financial results for fiscal 2009 reflect the ongoing
successful execution of our long-term strategy.  The Toys"R"Us
brand is unique and robust, and we were able to build momentum
throughout the year by focusing on our core strengths and by being
innovative in our offerings to customers," said Jerry Storch,
Chairman and CEO.  "The continued integration of our toy and
juvenile businesses and our focus on differentiated product
offerings have helped drive our growth.  Also, throughout the
year, we continued to open new stores nationally and
internationally, and to convert others to our side-by-side format.
We are grateful to our customers and to our business partners who
are supporting our growth as the world's leading specialty
retailer of toys and baby products.  There can be no doubt that
our team was 'Playing to Win' in 2009."

               Consolidated Financial Results

For the fourth quarter of fiscal 2009, net sales increased 7.3% to
$5.857 billion from $5.461 billion for the fourth quarter of
fiscal 2008.  The strong fourth quarter sales performance was
driven by comparable store sales increases in the company's
Domestic and International segments of 3.3% and 0.1%,
respectively.  Fiscal 2009 total net sales were $13.568 billion
versus $13.724 billion in fiscal 2008.  For the full year,
comparable store sales decreased by 3.0% and 2.8% for the Domestic
and International segments, respectively.  The strongest total
sales increases were experienced in toy categories. The largest
sales decline was in the entertainment product category,
reflecting the cyclical downturn in this business.  In addition,
stores recently opened or converted to the side-by-side and "R"
Superstore formats performed well.  Foreign currency translation
increased fourth quarter and full year sales by $196 million and
$83 million, respectively.

Fiscal 2009 gross margin, as a percentage of net sales, improved
to 35.2% compared to 34.6% in fiscal 2008.  SG&A expenses for the
year were well controlled and decreased by 3.3% or $126 million.
Other income saw a net decline of $16 million to $112 million in
fiscal 2009.  Other income for fiscal 2009 benefited from a
$51 million favorable litigation settlement and a reduction of
$26 million of store impairment charges as compared to fiscal
2008.  Other income for fiscal 2008 benefited from $59 million due
to a change in accounting for gift card liabilities and the
recognition of $39 million of foreign currency translation benefit
associated with the liquidation of the company's Hong Kong
subsidiary.

Interest expense for fiscal 2009 increased by $28 million, driven
primarily by financing costs related to the repayments of the
Company's $1.3 billion unsecured credit agreement and $800 million
secured real estate loans, as well as higher interest rates on new
debt.  Income tax expense increased by $33 million, primarily due
to the increase in pre-tax earnings.

             Cash Flow and Balance Sheet Update

The Company ended the year with approximately $1.1 billion in
cash.  Additionally, at fiscal year-end 2009, the company had
unused credit lines with availability of approximately
$1.2 billion, including approximately $362 million that was
available solely to the company's subsidiary in Japan.  In total,
the company's liquidity at fiscal 2009 year-end was in excess of
$2.3 billion.

Cash flow from operating activities for fiscal 2009 was
$1,014 million, up 93% from the prior year.  The major factors in
this increase were improved payables support and rising net
earnings.  Cash used in investing activities decreased, reflecting
a decline in capital spending and the release of restricted cash
associated with the retirement of the Company's $2.1 billion of
real estate debt in fiscal 2009.  Cash used in financing
activities was up in fiscal 2009 by $403 million, due mainly to
the net reduction in debt associated with the Company's
refinancing activities.

Shareholder equity at the end of fiscal 2009 was $117 million, as
compared to a shareholder deficit of $152 million at the end of
fiscal 2008.

A full-text copy of the Company's Earnings Release is available
for free at http://ResearchArchives.com/t/s?5c68

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?5c8b

Toys "R" Us, headquartered in Wayne, New Jersey, is the largest
specialty retailer of toys, with annual revenues of around
$14 billion.  It operates stores both in the U.S. and
internationally, as well as the Babies "R" Us format.


TRIBUNE CO: Gets Nod for $30-Million Letter of Credit Deal
----------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Tribune Company and its debtor affiliates
to enter into Amendment No. 3 to the Postpetition Letter of Credit
Agreement dated as of December 8, 2008.

Barclays Bank PLC, as postpetition agent and issuing bank,
together with a syndicate of other financial institutions, will
provide up to $30,000,000 in financing under the LC Agreement.

The Debtors relate that on November 19, 2009, they repaid the
then-current outstanding balance of the loans under the RLA of
$170,000,000, of which $150,000,000 represented term loan
borrowings and $20,000,000 represented the revolving line of
credit borrowings.  According to the Debtors, amounts repaid under
the term loan were not available to be reborrowed, but they
maintained the $75,000,000 revolving credit, subject to the
conditions in the Extended Securitization Facility, including
continued payment of a commitment fee on the unused portion of the
revolving line of credit.

Kate J. Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Wilmington, Delaware, relates that the Debtors during the
course of their Chapter 11 cases have accrued an available cash
balance of approximately $1.42 billion as reported in the
January 31, 2010 monthly operating report for Debtor Tribune
Company.  Given their significant available cash on hand, the
Debtors no longer require the remaining, unused Extended
Securitization Facility, and have terminated the securitization
portion of the Amended Facilities, Ms. Stickles maintains.

On February 25, 2010, the Debtors provided written notice of
termination to Barclays that the borrower, Tribune Receivables,
LLC, had elected to reduce the Revolving Commitments under the RLA
to zero effective on February 26, 2010.  The notice resulted in a
Facility Termination Date of February 26, 2010, and a Final Payout
Date of March 1, 2010, at which time the Debtors paid the
Administrative Agent $12,500 in remaining fee obligations under
that facility.  The terms of the final payout and termination of
the Extended Securitization Facility is available for free at:

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

Mr. Stickles says the Debtors do not believe that Bankruptcy Court
approval is required for the Termination Agreement, which was
executed pursuant to the agreements previously approved under the
Financing Orders.

The Termination Agreement specifically provides that in reference
to Financing Orders, the interest of the Administrative Agent and
Lenders in the Collateral will be released.  The Guaranty will
remain in effect with respect to any Transaction Party Obligations
arising from a term or provision of the RLA that by its terms
survives termination of that agreement.

Ms. Stickles tells the Court that although the Debtors have
terminated the Extended Securitization Agreement, they intend to
further amend and extend the Amended Letter of Credit Facility
according to the terms provided for in Amendment No.3 to the
Letter Agreement, a full-text copy of which is available for free
at http://bankrupt.com/misc/Tribune_Am3LCA.pdf

The Debtors assert that the Termination Agreement is not intended
to modify or release any lien or interests of the Administrative
Agent and the Lenders in the LC Cash Collateral, which will
continue in full force and effect.

The Debtors accordingly sought the Court's authority to, among
others:

  (a) enter into Amendment No. 3 to the Letter of Credit
      Agreement, which, among other things, reduce the
      Commitment Amount to $30,000,000;

  (b) extend the Termination Date to the earlier to occur of (i)
      April 9, 2011, or (ii) other date on which the Commitments
      terminate pursuant to Section 9 of the Amended Letter of
      Credit Agreement;

  (c) continue to perform their reimbursement and other
      obligations under, and provide the required LC Cash
      Collateral under, the Letter of Credit Agreement, in an
      amount at least equal to 105% of the aggregate amount of
      Letter of Credit Liabilities;

  (d) grant to the LC Agent, the Issuing Bank and the Lenders
      priority in payment with respect to the obligations of
      Debtor Tribune Company and the other Debtors under the
      Amended Letter of Credit Agreement over any and all
      administrative expenses of the kind as specified in
      Sections 503(b) and 507(b) of the Bankruptcy Code other
      than in respect of the Carve-Out; and

  (e) continue the prior relief granted under the Final
      Financing Order and the Second Financing Order pertaining
      to the Amended Letter of Credit Facility.

Judge Carey further authorized the Debtors and Barclays Bank to
file under seal the Fee Letter related to the Amended Letter of
Credit Facility.

Prior to the entry of the Court's orders, the Debtors certified to
the Court that no objections were filed as to the Motion to Amend
Letter of Credit Agreement and the Joint Motion to file under seal
a Fee Letter related to the Amended Letter of Credit Facility.

                   Removal Period Until July 1

Meanwhile, Judge Kevin Carey has extended the Debtors' deadline to
file notices of removal of claims and causes of action through
July 1, 2010.  Prior to the entry of the Court's order, the
Debtors certified to the Court that no objection was filed as to
the request.

                        About Tribune Co.

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

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

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


TRIBUNE CO: Incentive Plan Proposal Dismissed with Prejudice
------------------------------------------------------------
The Washington-Baltimore Newspaper Guild and Roberta A. DeAngelis,
Acting U.S. Trustee for Region 3, oppose Tribune Co.'s request for
the dismissal, without prejudice, of their motion seeking
authority to implement the Transition Management Incentive Plan
and Key Operators Bonus programs.

The Guild asserts that the Debtors' request for dismissal of the
TMIP and KOB should be approved only if the dismissal is "with
prejudice."  The Guild contends that a dismissal "without
prejudice" is widely treated as if the action had not been brought
in the first place.  The Guild notes that in this instance, the
matter was heavily litigated, has been fully tried as a contested
matter, and is pending a ruling from the Court.  Accordingly, the
Guild asks the Court to issue an order approving the withdrawal
with prejudice.

Ms. DeAngelis maintains her position that the TMIP and the KOB
were excessive remains unchanged.  According to Ms. DeAngelis, the
Motion is problematic for two reasons:

  (a) In the event that the Debtors request the same relief in
      the future, the Debtors do not address whether the record
      of the September 24, 2009 hearing will be preserved for
      the benefit of the objecting parties, or whether there
      will be limits placed upon the development of any
      supplemental record.

  (b) The Debtors sought approval of the Bonus Motion outside of
      the plan process.  Accordingly, the Debtors are estopped
      from arguing that approval of the same relief to what was
      requested in the Bonus Motion would be integral to
      confirmation of any subsequently-filed chapter 11 plan.
      In the event that the Debtors request the same relief via
      a Chapter 11 plan, the Motion does not address whether the
      request for approval of the bonuses would be expressly
      severable from the remainder of the plan in order to
      insulate the objectors from any claim of equitable
      mootness on appeal.

                  Debtors Respond to Objections

The Debtors contend that there is no basis for repudiating the
explicit legal presumption that a voluntary dismissal is without
prejudice.  They argue that the fact that the parties have
litigated the 2009 Incentive Motion does not change that result.

The Debtors aver that the Guild's demand that dismissal be with
prejudice runs directly counter to the Court's suggestion at the
January 27, 2010 hearing to the extent that a dismissal allegedly
would or could impair the Debtors' ability to incorporate the TMIP
and the KOB in a Chapter 11 plan of reorganization.

The Debtors maintain that their intent is to incorporate the TMIP
and the KOB into a plan of reorganization in the form in which
those programs were proposed in the 2009 Incentive Motion.

                         *     *     *

Judge Carey dismissed without prejudice the Debtors' motion to
implement the 2009 Management Incentive Plan and pay earned 2008
Management Incentive Plan Awards to certain executives with
respect to the Transition MIP and the Key Operators Bonus
components of the Debtors' proposed 2009 Management Incentive
Plan.  Judge Carey held that the relief requested in the Motion is
in the best interests of the Debtors' estates, their creditors and
other parties-in-interest.

                        About Tribune Co.

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

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

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


TRIBUNE CO: Wants WTC Held in Contempt for Filing Lawsuit
---------------------------------------------------------
Tribune Co. and its units ask the Bankruptcy Court to determine
that Wilmington Trust Company has violated the automatic stay and
require Wilmington Trust to show cause why it should not be held
in contempt.

As previously reported, Wilmington Trust filed a complaint
against, among others, JPMorgan Chase Bank, N.A., the
administrative agent for the $8.028 billion Credit Agreement,
dated May 17, 2007.

The Complaint sought equitable subordination and disallowance of
claims, damages, and constructive trust against multiple
defendants.  The Complaint made allegations with respect to the
2007 Leveraged ESOP Transactions involving Tribune Company and the
actions taken by certain of Tribune's lenders.

"The Complaint is an obvious and willful violation of the
automatic stay by purporting to assert causes of action belonging
to the Debtors' estates," asserts Norman L. Pernick, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington,
Delaware.  "Wilmington Trust's action also flouts the Court's
recent explicit directive that the parties should, for the time
being, be permitted to continue their efforts to negotiate a
consensual plan of reorganization without the distractions
attendant to litigation, and is a transparent effort to thwart
those negotiations," he adds.

The Debtors further ask the Court to halt the Complaint.  Allowing
Wilmington Trust to proceed would unquestionably do violence to
the consensual plan formulation process, the Debtors aver.

                        About Tribune Co.

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

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

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


UAL CORP: Sees 'Real Signs of Recovery' in Pacific
--------------------------------------------------
Bloomberg News reports that UAL Corp.'s United Airlines said it's
seeing a rebound in bookings for flights across the Pacific, the
carrier's largest region by passenger traffic outside the U.S.

"There are real signs of recovery," Chief Executive Officer Glenn
Tilton said in Beijing March 29.  "The Pacific is showing its
traditional strength.  It's moving at a higher level compared to
our other international markets."

United is "very encouraged" by demand for trans-Pacific flights
for the first quarter and beyond, Mr. Tilton said at a signing
ceremony for a service agreement with Aircraft Maintenance &
Engineering Corp., a joint venture between Air China Ltd. and
United alliance partner Deutsche Lufthansa AG.

                        Historic Agreement

Meanwhile, United Airlines said it is applauds United States and
European Union negotiators for concluding an historic agreement
that will further liberalize the transatlantic market and enable
airlines and their alliance partners greater commercial
flexibility to better serve their customers.

"United fully supports this important milestone that reinforces
the strong bond that exists between the US and EU, promises
greater cooperation on environment, security, competition and
other important areas and believe it should serve as model in
other regions of the world," said Glenn Tilton, United Airlines
chairman and CEO.  "United applauds negotiators on both sides of
the Atlantic for their leadership and vision."

                       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.


WASHINGTON MUTUAL: Senior Bondholders Oppose JPM Settlement
-----------------------------------------------------------
Senior bondholders of Washington Mutual Bank expressed their
collective support for the Federal Deposit Insurance Corporation's
decision, as reported by the Wall Street Journal, to reject a
settlement proposed by JPMorgan Chase and Washington Mutual Inc.
as not reflecting the discussions between the parties.  Although
the proposed settlement would resolve certain claims relating to
the WaMu receivership estate and WMI's bankruptcy proceedings, the
senior bondholders consider it to be unacceptable.

"JPMorgan Chase is claiming $2.6 billion in tax refunds created by
the stimulus bill that it does not own and which Congress intended
to go to others.  WaMu bondholders do not support JPMorgan Chase's
proposed settlement because it seeks to use these WaMu tax refunds
for the benefit of JPMorgan Chase either to settle WMI claims
against JPMorgan Chase or to indemnify JPMorgan Chase against
other claims," stated William Isaacson of Boies, Schiller &
Flexner LLP, a counsel for bondholders.

Isaacson added, "The senior bondholders commend the decision of
the FDIC to decline the current proposed settlement and we plan to
work constructively with the FDIC and the other parties to attempt
to reach a resolution of the issues that will provide a fair and
beneficial settlement for bondholders and the receivership
estate."

WaMu has been in receivership since September 25, 2008, the same
day the FDIC sold existing assets of WaMu to JPMorgan Chase.
Prior to the bank's demise, senior bondholders provided WaMu with
essential financing and liquidity.  JPMorgan Chase's acquisition
of WaMu was structured as an asset purchase, so that JPMorgan
Chase could avoid taking on WaMu's obligations to its creditors,
which include the senior bonds.

The FDIC and senior bondholders were recently asked to approve a
proposed settlement described in general terms on March 12, 2010,
in the WMI bankruptcy proceedings.  The settlement, among other
issues, seeks to resolve claims to the FDIC by JPMorgan Chase to
two tax refunds that arose after the asset sale and that the
senior bondholders maintain should be paid to WaMu receivership.
Senior bondholders have objected to the proposed settlement in
part because the proposed settlement would unfavorably resolve a
claim by JPMorgan Chase that, as the asset purchaser, it should be
paid by the WaMu receivership estate an estimated $2.6 billion tax
refund from stimulus money created by the November 2009 Worker,
Homeownership, and Business Assistance Act.  JPMorgan Chase made
this claim despite the fact that this same legislation bars TARP
recipients such as JPMorgan Chase from receiving those tax
refunds.  Bondholders have also objected to JPMorgan Chase's claim
to a $3 billion tax refund based on the post-asset sale tax losses
generated by the FDIC's sale of WaMu's assets to JPMorgan Chase
for $1.88 billion.

Senior bondholders have contended to the FDIC that the proposed
settlement described in the bankruptcy court would have improperly
permitted JPMorgan Chase to use major portions of the tax refunds
belonging to the WaMu receivership estate, including the stimulus
tax refund, to settle WMI's claims against JPMorgan Chase.  The
proposal would have further allowed JPMorgan Chase to direct
another $1.4 billion of the stimulus tax refund to the
receivership estate to be used to indemnify JPMorgan Chase.

Senior bondholders include, among others, Marathon Asset
Management, the D. E. Shaw group, Solus Alternative Asset
Management LP, Caspian Capital Advisors LLC, and over 20 others.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


YL WEST: Taps Marilyn Simon as Bankruptcy Counsel
-------------------------------------------------
YL West 87th Street, LLC, has asked for authorization from the
Hon. Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York to employ Marilyn Simon & Associates
as bankruptcy counsel, nunc pro tunc March 17, 2010.

MS&A will, among other things:

     a. assist the Debtor in the preparation of a plan of
        reorganization in this case and to take necessary steps to
        bring the plan to confirmation;

     b. prepare applications, answers, orders, reports and other
        motions, complaints, pleadings and documents;

     c. appear before the Judge Gonzalez and the United States
        Trustee and protect the interests of the Debtor; and

     d. perform legal services for the Debtor that may be
        necessary and appropriate herein.

Marilyn Simon -- msimon@msimonassoc.com -- a principal at MS&A,
says that the firm will be paid based on the hourly rates of its
personnel:

        Principals      $450
        Counsel         $350
        Paralegals      $125
        Clerks           $50

Ms. Simon assures the Court that MS&A is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

New York-based YL West 87th Street, LLC, is owned by YL West 87th
Holdings I. LLC.  The Company filed for Chapter 11 bankruptcy
protection on November 13, 2009 (Bankr. S.D.N.Y. Case No. 09-
16786).  YL West 87th Holdings also filed for bankruptcy.  Brian
J. Hufnagel, Esq., and Gary M. Kushner, Esq., at Forchelli, Curto,
Deegan, Schwartz, Mineo, Cohn & Terrana, LLP, assist YL West 87th
Street in its restructuring effort.  The Company listed
$50,000,001 to $100,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


YRC WORLDWIDE: CEO Bill Zollars' Pay Down 44% in 2009
-----------------------------------------------------
YRC Worldwide Inc. disclosed in a regulatory filing that it paid
William D. Zollars, its Chairman of the Board and Chief Executive
Officer, $2,472,871 for fiscal 2009 -- down 44% from $4,388,140
paid in 2008.  Mr. Zollars also received $5,195,096 in fiscal
2007.

Mr. Zollars' 2009 compensation included $928,104 in base salary
and $843,767 in stock awards.  Mr. Zollars' 2008 compensation
included $1,040,000 in base salary and $1,227,520 in stock awards.

Mr. Zollars' employment is governed by a January 25, 2006
Agreement.   It is a five-year term commencing January 1, 2006,
and ending on December 31, 2010; with automatic extensions for
additional one-year periods unless the Company or Mr. Zollars
provides specified prior termination notice.

Mr. Zollar's base salary is reviewed annually.  Mr. Zollars had
agreed to participate in the non-union wage reductions lower his
2009 base salary.

Timothy A. Wicks, YRC President and Chief Operating Officer, was
paid $879,874 in 2009, which included $396,695 in salary and
$189,307 in stock awards.  Mr. Wicks was paid $545,892 in 2008,
including $87,949 in salary and $300,000 in stock awards.  Mr.
Wick's compensation also included a $181,305 reimbursement for
loss on sale of his home and a tax gross-up on that amount of
$89,858.

Sheila K. Taylor, YRC Executive Vice President and Chief Financial
Officer, received $210,353 in 2009, which included $193,193 in
base salary and $2,637 in stock awards.

Michael J. Smid, Chief Operations Officer and President of YRC
Inc., was paid $1,020,890 in 2009.  He got $1,769,048 in 2008 and
$1,315,798 in 2007.

Daniel J. Churay, YRC Executive Vice President, General Counsel
and Secretary, received $514,575 in 2009.  He got paid $721,891 in
2008 and $723,998 in 2007.

Phil J. Gaines, YRC Senior Vice President of Finance and Chief
Accounting Officer, received $477,464 in 2009.

Overland Park, Kansas-based YRC Worldwide Inc., one of the largest
transportation service providers in the world, is a holding
company that through wholly owned operating subsidiaries offers a
wide range of transportation services.  These services include
global, national and regional transportation as well as logistics.

KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.

The Company's balance sheet as of Dec. 31, 2009, showed
$3.032 billion in assets, $2.865 billion and of debts, and
$167.2 million of stockholders' equity.

                           *     *     *

According to the Troubled Company Reporter on Feb. 26, 2010, Fitch
Ratings has assigned a rating of 'C/RR6' to YRC Worldwide's
new 6% senior unsecured convertible notes due 2014.  The first
tranche of new notes, totaling $49.8 million, was issued on
Feb. 23, 2010.  Proceeds from this tranche will be used to repay
the $45 million in remaining outstanding principal on YRC Regional
Transportation Inc.'s 8.5% senior secured notes (known as the USF
notes).

As reported by the TCR on January 14, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on YRC
Worldwide to 'CCC-' from 'SD' (selective default).  At the same
time, S&P raised the senior unsecured issue-level ratings to 'CC'
from 'D' on the company's remaining notes that were subject to the
exchange offer, as well as a '6' recovery rating, indicating
negligible (0%-10%) recovery of principal in a payment default
scenario.  The company has issued a combination of common and
preferred equity in exchange for the existing notes.


ZALE CORP: Inks Amended Employment Security Deal with M. Appel
--------------------------------------------------------------Zale
Corporation entered into an amended and restated Employment
Security Agreement with Matthew W. Appel.  The amended and
restated ESA provides for severance in the event of either a
"Qualifying Termination" other than during a "Protection Period"
as defined in the ESA or a termination due to disability or death
in the amount of 12 months salary and average earned bonus.  Prior
to being amended, the ESA for Mr. Appel provided for six months
salary and average earned bonus in either event.

                         About Zale Corp.

Dallas, Texas-based Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating roughly
1,900 retail locations throughout the United States, Canada and
Puerto Rico, as well as online.  Zale Corporation's brands include
Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples
Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale also
operates online at www.zales.com, www.zalesoutlet.com and
www.gordonsjewelers.com

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


ZANETT INC: Regains Compliance With NASDAQ Listing Rule
-------------------------------------------------------
Zanett, Inc., disclosed that on March 18, 2010, it received a
letter from the Nasdaq Stock Market indicating that Zanett has
regained compliance with the minimum bid price requirement for
continued listing set forth in Nasdaq Listing Rule 5550(a)(2).
According to the letter, the Staff determined that for the 10
consecutive business days from March 4 to March 17, the closing
bid price of Zanett's common stock was $1.00 or greater.  Based on
prior correspondence with the Nasdaq Staff, Zanett had until
September 13, 2010, to regain compliance with the rule, or the
Staff would take action to delist Zanett's common stock from The
Nasdaq Capital Market.  Because Zanett is now in compliance with
all of the applicable listing requirements, this matter with
Nasdaq has been closed.

                           About Zanett

Zanett is a leading business process outsourcing (BPO), IT enabled
services (ITES), and information technology (IT) consulting firm
serving Fortune 500 corporations and mid-market organizations in
Healthcare, Life Sciences, Manufacturing & Distribution, Retail,
Gaming & Hospitality, and State & Local Government.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                                          Total
                                               Total     Share-
                                  Total      Working   Holders'
                                 Assets      Capital     Equity
  Company         Ticker          ($MM)        ($MM)      ($MM)
  -------         ------         ------      -------   --------
AUTOZONE INC      AZO US        5,425.0       (100.6)    (421.7)
SOUTHGOBI ENERGY  1878 HK         560.7        388.8       (2.8)
DUN & BRADSTREET  DNB US        1,749.4        (99.5)    (734.0)
MEAD JOHNSON      MJN US        2,070.3        235.9     (664.3)
INTERMUNE INC     ITMN US         114.7         59.5     (105.8)
NAVISTAR INTL     NAV US        9,126.0      1,277.0   (1,622.0)
BOARDWALK REAL E  BEI-U CN      2,378.3          -        (45.0)
TAUBMAN CENTERS   TCO US        2,606.9          -       (474.7)
BOARDWALK REAL E  BOWFF US      2,378.3          -        (45.0)
UNISYS CORP       UIS US        2,956.9        308.6   (1,271.7)
CHOICE HOTELS     CHH US          340.0         (3.9)    (114.2)
MOODY'S CORP      MCO US        2,003.3       (223.1)    (596.1)
WR GRACE & CO     GRA US        3,968.2      1,134.0     (290.5)
LINEAR TECH CORP  LLTC US       1,512.8        673.5     (114.3)
DEX ONE CORP      DEXO US       4,498.8       (402.9)  (6,919.0)
WEIGHT WATCHERS   WTW US        1,087.5       (336.1)    (733.3)
SUN COMMUNITIES   SUI US        1,181.4          -       (111.3)
IPCS INC          IPCS US         559.2         72.1      (33.0)
CABLEVISION SYS   CVC US        9,325.7        (14.9)  (5,143.3)
PETROALGAE INC    PALG US           3.2         (6.6)     (40.1)
DISH NETWORK-A    DISH US       8,295.3        188.7   (2,091.7)
UAL CORP          UAUA US      18,684.0     (1,368.0)  (2,811.0)
NATIONAL CINEMED  NCMI US         628.2         92.8     (493.1)
HEALTHSOUTH CORP  HLS US        1,681.5         34.8     (510.2)
REGAL ENTERTAI-A  RGC US        2,637.7         32.4     (246.9)
TEAM HEALTH HOLD  TMH US          940.9         17.4      (92.3)
SOUTHGOBI ENERGY  SGQ CN          560.7        388.8       (2.8)
CHENIERE ENERGY   CQP US        1,859.5         37.3     (480.3)
VECTOR GROUP LTD  VGR US          735.5        240.2       (4.7)
EPICEPT CORP      EPCT SS           7.5         (6.5)      (9.1)
REVLON INC-A      REV US          794.2         94.3   (1,033.6)
JUST ENERGY INCO  JE-U CN       1,387.1       (387.0)    (356.5)
INCYTE CORP       INCY US         712.4        523.2     (102.4)
FORD MOTOR CO     F US        197,890.0     (8,112.0)  (6,515.0)
DOMINO'S PIZZA    DPZ US          453.8         59.2   (1,321.0)
OVERSTOCK.COM     OSTK US         144.4         34.1       (3.1)
ARVINMERITOR INC  ARM US        2,499.0         98.0   (1,112.0)
KNOLOGY INC       KNOL US         646.9         26.2      (33.9)
GRAHAM PACKAGING  GRM US        2,126.3        167.2     (763.1)
THERAVANCE        THRX US         181.4        123.1     (189.0)
LIBBEY INC        LBY US          794.8        139.9      (66.9)
VENOCO INC        VQ US           739.5        (20.6)    (174.5)
WORLD COLOR PRES  WC CN         2,641.5        479.2   (1,735.9)
CARDTRONICS INC   CATM US         460.4        (47.3)      (1.3)
JAZZ PHARMACEUTI  JAZZ US         107.4        (22.3)     (72.8)
WORLD COLOR PRES  WC/U CN       2,641.5        479.2   (1,735.9)
WORLD COLOR PRES  WCPSF US      2,641.5        479.2   (1,735.9)
TALBOTS INC       TLB US          839.7         (3.9)    (190.6)
PROTECTION ONE    PONE US         571.9        (18.4)     (59.1)
AFC ENTERPRISES   AFCE US         116.6         (2.7)     (18.2)
EXTENDICARE REAL  EXE-U CN      1,668.1        122.8      (50.9)
BLOUNT INTL       BLT US          483.6        149.5       (6.7)
AMER AXLE & MFG   AXL US        1,986.8         71.1     (559.9)
FORD MOTOR CO     F BB        197,890.0     (8,112.0)  (6,515.0)
DEXCOM            DXCM US          46.9         18.1      (18.4)
AMR CORP          AMR US       25,438.0     (1,086.0)  (3,489.0)
BLUEKNIGHT ENERG  BKEP US         316.8         (4.3)    (133.6)
SALLY BEAUTY HOL  SBH US        1,529.7        360.6     (580.2)
CENVEO INC        CVO US        1,525.8        162.5     (176.5)
CENTENNIAL COMM   CYCL US       1,480.9        (52.1)    (925.9)
UNITED RENTALS    URI US        3,859.0        244.0      (19.0)
ACCO BRANDS CORP  ABD US        1,106.8        238.2     (117.2)
SANDRIDGE ENERGY  SD US         2,780.3         30.4     (195.9)
US AIRWAYS GROUP  LCC US        7,454.0       (458.0)    (355.0)
RURAL/METRO CORP  RURL US         275.4         35.2     (105.3)
COMMERCIAL VEHIC  CVGI US         250.5         75.8      (37.8)
LODGENET INTERAC  LNET US         508.4         (4.9)     (71.0)
GREAT ATLA & PAC  GAP US        3,025.4        248.7     (358.5)
MANNKIND CORP     MNKD US         247.4          8.8      (59.2)
WARNER MUSIC GRO  WMG US        3,934.0       (599.0)     (97.0)
PDL BIOPHARMA IN  PDLI US         338.4         22.3     (416.0)
EXELIXIS INC      EXEL US         343.4         22.9     (163.7)
EASTMAN KODAK     EK US         7,691.0      1,407.0      (33.0)
ZYMOGENETICS INC  ZGEN US         319.3        110.1       (4.0)
CALLON PETROLEUM  CPE US          228.0        (39.9)     (80.9)
LIN TV CORP-CL A  TVL US          790.5         20.4     (169.2)
GENCORP INC       GY US         1,018.7        114.6     (268.0)
VIRNETX HOLDING   VHC US            4.3         (0.1)      (0.1)
QWEST COMMUNICAT  Q US         20,380.0       (483.0)  (1,178.0)
VIRGIN MOBILE-A   VM US           307.4       (138.3)    (244.2)
SINCLAIR BROAD-A  SBGI US       1,597.7         23.1     (202.2)
HOVNANIAN ENT-A   HOV US        2,100.2      1,222.4     (110.7)
NPS PHARM INC     NPSP US         159.6         71.3     (222.8)
CYTORI THERAPEUT  CYTX US          24.7          9.9       (3.7)
WAVE SYSTEMS-A    WAVX US           6.3         (2.0)      (1.9)
PALM INC          PALM US       1,007.2        141.7       (6.2)
PRIMEDIA INC      PRM US          239.7         (3.3)    (102.2)
DENNY'S CORP      DENN US         312.6        (33.8)    (127.5)
SEALY CORP        ZZ US         1,015.5        157.2     (108.0)
CC MEDIA-A        CCMO US      18,047.1      2,114.7   (6,844.7)
MONEYGRAM INTERN  MGI US        5,929.7       (174.2)     (18.7)
MAGUIRE PROPERTI  MPG US        3,667.7          -       (857.0)
CINCINNATI BELL   CBB US        2,064.3         (2.8)    (654.6)
ARIAD PHARM       ARIA US          65.0          8.2      (89.0)
CONEXANT SYS      CNXT US         273.7         65.8      (66.7)
DYAX CORP         DYAX US          64.8         34.1      (38.6)
GLG PARTNERS-UTS  GLG/U US        500.8        167.4     (283.6)
GLG PARTNERS INC  GLG US          500.8        167.4     (283.6)
CHENIERE ENERGY   LNG US        2,732.6        220.1     (432.1)



                           *********

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 ***