TCR_Public/100401.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, April 1, 2010, Vol. 14, No. 90

                            Headlines

24 HOUR: Moody's Assigns 'Ba2' Rating on $675 Mil. Senior Loan
24 HOUR: S&P Assigns 'B+' Rating on $675 Mil. Senior Agreement
ADVANCED ENVIRONMENTAL: HoganTaylor LLP Raises Going Concern Doubt
AGA MEDICAL: Moody's Affirms Corporate Family Rating at 'B3'
ALION SCIENCE: Files Annual Report on Form 11-K for Employee Plan

ALION SCIENCE: Inks $25MM Replacement Facility with Credit Suisse
AMERICAN MEDIA: S&P Downgrades Corporate Credit Rating to 'CCC'
ARAMARK CORPORATION: Fitch Affirms 'B' Issuer Default Rating
AVENTINE RENEWABLE: Begins Distribution of New Common Stock
BELLISIO FOODS: S&P Affirms Corporate Credit Rating at 'B-'

BLOCKBUSTER INC: Icahn Dumps Shares Days Before Debt Payment
BOSQUE POWER: Gets Court's Interim Nod to Use Cash Collateral
BOSQUE POWER: Gets Interim Nod to Hire Kurtzman as Claims Agent
BOSQUE POWER: Motion for Schedules Filing Extension Dismissed
BROWN SHOE: S&P Raises Corporate Credit Rating to 'B'

BULLY'S SPORTS: Shutdowns Store Location at Meadowood Mall
BWAY CORP: S&P Puts 'B+' Corp. Rating on CreditWatch Negative
CABLEVISION SYSTEMS: S&P Gives Stable Outlook; Keeps 'BB' Rating
CARDIMA INC: PMB Helin Raises Going Concern Doubt
CATHOLIC CHURCH: Fairbanks Complies With Non-Monetary Undertakings

CATHOLIC CHURCH: Fairbanks' Joint Plan Declared Effective
CATHOLIC CHURCH: Fairbanks Trustee Distribution Protocol Approved
CATHOLIC CHURCH: Stipulation Returning Fairbanks Overpayment
CCS MEDICAL: Completes Fin'l Restructuring; Emerges From Ch. 11
CEE SPORTSWEAR: Case Summary & 20 Largest Unsecured Creditors

CITIGROUP INC: Appoints Skyler to Lead Global Public Affairs
CELL THERAPEUTICS: Sued for Misleading Info on New Drug
COLLECTIVE BRANDS: Moody's Gives Stable Outlook; Keeps 'B1' Rating
CONTINENTAL RESOURCES: Moody's Upgrades Senior Rating to 'B1'
CONTINENTAL RESOURCES: S&P Puts 'BB' Rating on $200 Mil. Notes

CYTOMEDIX INC: Posts $3.4 Million Net Loss in 2009
DAVID KATZ: Case Summary & 20 Largest Unsecured Creditors
DELOS AIRCRAFT: Fitch Assigns 'BB' Rating on $550 Mil. Loan
DELPHI CORP: Court OKs $109 Mil. in Professionals' Final Fees
DELPHI CORP: Ohio Democrats Urges Fair Treatment for Retirees

DELTATHREE INC: Brightman Almagor Raises Going Concern Doubt
DETROIT COMMUNITY: S&P Raises Rating on Revenue Bonds to 'BB+'
DREIER LLP: Ex-Broker Gets 46 Months in Prison
DUNE ENERGY: UBS AG Reduces Equity Stake to 36.38%
EAST COAST SANITATION: Trustee Eyes Chapter 7 Conversion

EIGEN INC: Litigation Costs on Failed Sale Forced Bankruptcy
EIGEN INC: Case Summary & 20 Largest Unsecured Creditors
ELECTRICAL COMPONENTS: Files for Bankruptcy with Prepack Plan
ELECTRICAL COMPONENTS: Case Summary & 30 Largest Unsec. Creditors
EMPIRE RESORTS: Warns of Revenue Slide on NY OTB Bankruptcy

EROOMSYSTEM TECHNOLOGIES: Posts $137,649 Net Loss in 2009
ESCADA AG: Begins Filing Omnibus Claims Objection
ESCADA AG: EUSA Files Chapter 11 Liquidation Plan
EXTENDED STAY: Line Trust, et al., Want Copy of Examiner Report
EXTENDED STAY: Gets Approval of HFI-Homestead Village Deal

EYE CARE: S&P Withdraws 'B+' Corporate Credit Rating
FGI HOLDING: S&P Assigns 'B-' Rating on $200 Mil. Senior Notes
FINLAY ENTERPRISES: Eyes Liquidation with Creditors' Support
FONTAINEBLEAU LV: Amends Schedules of Assets & Liabilities
FONTAINEBLEAU LV: Bilzin Charges $237,000 for June-September

FONTAINEBLEAU LV: Gets Final Nod for Bilzin as Lead Counsel
FREDDIE MAC: Extends $150-Mil. Secured Loan to Behringer Harvard
FORD MOTOR: UAW Trust to Sell Warrants in Public Offering
FORD MOTOR: To Release March 2010 Sales Report Today
FORD MOTOR: To Prepay $3-Bil. of JPMorgan Loan on Tuesday

FREEDOM GROUP: Moody's Assigns 'B3' Rating on $200 Mil. Notes
GENCORP INC: To Reinstate 401(k) Employer Matching Component
GENCORP INC: Board OKs Annual Base Salaries, Targets for 3 Execs
GENERAL GROWTH: 27 More Affiliates Win Plan Confirmation
GENERAL GROWTH: Inks $2.625-Bil. Investment Pact with Brookfield

GENERAL GROWTH: Court Orders Stay on J. Young's Claims
GENERAL MOTORS: Won't File Annual Report On Time
GRANT FOREST: Georgia-Pacific to Acquire Firm
GREGG GIORDANO: Case Summary & 12 Largest Unsecured Creditors
GLORIA JEANE HAULING: Case Summary & 20 Largest Unsec. Creditors

HARBOR ASIA: Case Summary & Two Largest Unsecured Creditors
HEARTLAND PUBLICATIONS: Seeks July Extension to Decide on Leases
HILL-ROM HOLDINGS: Discloses Restructuring Actions
HOLLEY PERFORMANCE: Wants More Time to Decide on 2 Leases
HORNE INTERNATIONAL: Stegman & Company Raises Going Concern Doubt

HYDROGENICS CORP: Posts $9.4 Million Net Loss in 2009
INTERNATIONAL LEASE: Fitch Gives 'BB' Rating on $500 Mil. Notes
INTERNATIONAL LEASE: Moody's Assigns 'B1' Rating on Senior Notes
J MICHELLE: Case Summary & Five Largest Unsecured Creditors
JETBLUE AIRWAYS: Kim Clark to Step Down as Director

JETBLUE AIRWAYS: Annual Stockholders' Meeting on May 20
JOHN D OIL: Maloney + Novotny Raises Going Concern Doubt
LIVE CURRENT: Recurring Net Losses Cue Going Concern Doubt
LLOYD WILLIAMS: Voluntary Chapter 11 Case Summary
LYNN LARSON: Case Summary & 20 Largest Unsecured Creditors

LYONDELL CHEMICAL: Gets OK to Continue Short-Term Bonus Plan
LYONDELL CHEMICAL: Oil Insurance Settlement Approved
LYONDELL CHEMICAL: Palms Action Settlement Approved
LYONDELL CHEMICAL: Wins Approval of Medco Settlement
MAISON GRANDE: Court Backs Board's Lease Rejection Decision

MCDERMOTT INC: S&P Affirms Corporate Credit Rating at 'BB+'
MCDERMOTT INTERNATIONAL: S&P Downgrades Ratings to 'BB'
MCINTOSH BANCSHARES: Porter Keadle Raises Going Concern Doubt
MESA AIR: Files Schedules of Assets and Liabilities
MESA AIR: Proposes May 21 as General Claims Bar Date

MESA AIR: Wants Until August 3 to Decide on Leases and Contracts
METRO-GOLDWYN-MAYER: Creditors Extend Payment Deadline to May 14
METROMEDIA INT'L: Malpractice Suit Against Weiss Time-Barred
MILES ROAD: Sec. 341(a) Meeting Scheduled for April 16
MILES ROAD: Taps Gullette & Grayson as Bankruptcy Counsel

MOVIE GALLERY: Court OKs Closing of 391 MG & HV Locations
MOVIE GALLERY: Gets Nod for Forshey as Special Counsel
MOVIE GALLERY: Receives Approval for BPM as Auditors
MULTIWORTH PARTNERSHIP: Voluntary Chapter 11 Case Summary
NEOMEDIA TECHNOLOGIES: Posts $67.4 Million Net Loss in 2009

NEXCEN BRANDS: Warns of Default; Taps Adviser to Review Options
NEXCEN BRANDS: Posts $2.8 Million Net Loss in 2009
ORLEANS HOMEBUILDERS: Homeowner Wants Chapter 11 Trustee
PATRICIA SEGURA: Voluntary Chapter 11 Case Summary
PAUL BOGNER: Case Summary & 12 Largest Unsecured Creditors

PERRY CHAMANI: Voluntary Chapter 11 Case Summary
PGI INCORPORATED: BKD LLP Raises Going Concern Doubt
PHILLIPS-VAN HEUSEN: Moody's Assigns 'Ba2' Rating on Senior Loan
PIONEER NATURAL: S&P Changes Outlook to Stable; Keeps 'BB+' Rating
PTC ALLIANCE: Files for Insolvency in Germany

RAPTOR NETWORKS: Posts $12.7 Million Net Loss in 2009
RHI ENTERTAINMENT: KPMG LLP Raises Going Concern Doubt
RICHARD RYDZE: Case Summary & 20 Largest Unsecured Creditors
SEEDAMERICA FOUNDATION: Files for Bankruptcy to Liquidate Assets
SEITEL INC: S&P Affirms Corporate Credit Rating at 'CCC'

SIX FLAGS: Member Wants Protection of Pension Plan
SIX FLAGS: SFI Noteholders Oppose Merrill Retention
SIX FLAGS: Unsecured Creditors Committee Members Down to Six
SKYSERVICE AIRLINES: Shuts Operations, Files for Receivership
SMURFIT-STONE CONTAINER: Ch. 11 Plan Prompts Fierce Objections

SOUTH BAY EXPRESSWAY: Gets April 21 Extension for Schedules
SPANSION INC: Court Approves Stipulation With ASML
SPANSION INC: DIP Facility Extended Until May 10
SPANSION INC: Tessera Proposes Discovery for Infringement Claims
SPEEDWAY MOTORSPORTS: Moody's Retains 'Ba1' Corp. Family Rating

STEWART & STEVENSON: Moody's Cuts Corp. Family Rating to 'B3'
SWOOZIE'S INC: To Be Liquidated by Hilco Merchant Resources
SWOOZIE'S INC: To Close 43 Location in Next Few Weeks
TALON INTERNATIONAL: SingerLewak LLP Raises Going Concern Doubt
THE DELI DEN: 365(d)(4) Expiration Entitled Lessor to Property

TRIBUNE CO: L.A. Times Gets OK to Sell Zetabid Majority Stake
TRIBUNE CO: Objects to R. Henke's $100 Million Claim
TRIDENT RESOURCES: Plan Proposes $800M Debt Reduction
US CONCRETE: Annual Stockholders' Meeting Slated for May 3
VAST COMPANIES: Involuntary Chapter 11 Case Summary

VOUGHT AIRCRAFT: Ernst & Young Raises Going Concern Doubt
WASHINGTON MUTUAL: Shareholders Can Intervene in JPM, FDIC Suits
WASHINGTON MUTUAL: SPCP, Longacre Buy Claims
WASHINGTON MUTUAL: To Seek Approval of Plan Outline May 19
WEIGHT WATCHERS: S&P Affirms 'BB' Corporate Credit Rating

WEST SHORE RESORT: Voluntary Chapter 11 Case Summary
WL HOMES: Homeowners Files Claims for $1.2-Mil. Unpaid by BofA
WORLDSPACE INC: Satellites to Be Sent Crashing to Earth
XERIUM TECHNOLOGIES: Bankruptcy Cues Event of Default Under Loans
XERIUM TECHNOLOGIES: S&P Downgrades Corp. Family Rating to 'Ca'

XERIUM TECHNOLOGIES: S&P Cuts Corporate Credit Rating to 'D'

* California Hotel Foreclosures Climb in First Quarter

* Greenberg Adds Restructuring Partner in London
* Ray Schrock Earns Spot on Law360's Bankruptcy Lawyers to Watch

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


                            *********


24 HOUR: Moody's Assigns 'Ba2' Rating on $675 Mil. Senior Loan
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 to the proposed
$675 million senior secured credit facility of 24 Hour Fitness
Worldwide, Inc., and affirmed the B2 Corporate Family Rating.  The
rating outlook remains negative.

The proceeds from a $600 million secured term loan B facility will
be used to refinance the existing term loan facility and pay
related fees and expenses.  A new $75 million revolving credit
facility will replace the existing $100 million revolver.  The
refinancing will eliminate significant debt maturities in 2011 and
2012 and expand headroom under financial covenants.  Interest
expense should increase because of the expected introduction of a
LIBOR floor and a higher interest margin.

The B2 CFR reflects weak credit metrics for the rating category,
significant revenue concentration in California and a decline in
revenues and profitability in 2009.  The company's profitability
during 2009 was negatively affected by the severe recession in the
US and constrained access to credit by consumers.  24 Hour Fitness
experienced a significant decline in personal training revenues
and an increase in credit card rejections and customer attrition
rates.  Although Moody's baseline forecast anticipates a modest
improvement in revenues and profitability during 2010, the
negative outlook considers the risk that revenue and profitability
could remain under pressure in a slow economic recovery.  The B2
corporate family is supported by the company's large base of
profitable fitness clubs in leading markets, solid new member
enrollments and aggressive cost reduction and efficiency
initiatives.

These rating actions were taken:

* Assigned $75 million Revolving Credit Facility due 2015, Ba2
  (LGD 2, 18%)

* Assigned $600 million Term Loan B Facility due 2016, Ba2 (LGD 2,
  18%)

* Affirmed Corporate Family Rating, B2

* Affirmed Probability of Default rating, B2

* Affirmed $100 million Revolving Credit Facility due 2011, Ba3
  (LGD 3, 31%) -- rating to be withdrawn upon closing of the
  refinancing

* Affirmed $600 million Term Loan B Facility due 2012, Ba3 (LGD 3,
  31%) -- rating to be withdrawn upon closing of the refinancing

The last rating action on 24 Hour Fitness was on November 24,
2009, when Moody's affirmed the B2 CFR and changed the rating
outlook to negative from stable.

24 Hour Fitness is the largest owner and operator of fitness clubs
in the United States.  Reported revenues for the year ended
December 31, 2009, were approximately $1.3 billion.


24 HOUR: S&P Assigns 'B+' Rating on $675 Mil. Senior Agreement
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned San Ramon,
Calif.-based 24 Hour Fitness Worldwide Inc.'s proposed
$675 million senior secured credit agreement its issue-level
rating of 'B+' (one notch above S&P's 'B' corporate credit rating
on the company).  S&P also assigned this proposed debt issue a
recovery rating of '2', indicating S&P's expectation of
substantial (70%-90%) recovery for lenders in the event of a
payment default.  The new credit facilities consist of a
$600 million term loan and a $75 million revolving credit
facility.

The company will use transaction proceeds to refinance its
existing senior secured credit facilities.  S&P will withdraw its
issue-level and recovery ratings on the existing credit facilities
following a successful completion of the transaction.

At the same time, S&P affirmed the 'B' corporate credit rating on
24 Hour Fitness and revised the outlook to stable from negative.

"S&P's 'B' rating on 24 Hour Fitness reflects the company's
aggressive growth strategy, high financial risk, high leverage,
weak interest coverage, and competitive pressures in the fitness
club industry," said Standard & Poor's credit analyst Tulip Lim.
The company's geographic diversity and market-leading club
clusters in several metropolitan areas are modest positives that
do not offset these risks.


ADVANCED ENVIRONMENTAL: HoganTaylor LLP Raises Going Concern Doubt
------------------------------------------------------------------
On March 26, 2010, Advanced Environmental Recycling Technologies,
Inc., filed its annual report on Form 10-K for the year ended
December 31, 2009.

HoganTaylor LLP, in Fayetteville, Ark., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
losses from operations, stockholders' deficit, and inability to
generate sufficient cash flow to meet its financial obligations.

The Company reported a net loss of $5.0 million on $71.1 million
of revenue for 2009, compared with a net loss of $35.9 million on
$87.4 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$56.3 million in total assets and $65.3 million of total debts,
for a stockholders' deficit of $9.0 million.

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

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

Springdale, Ark.-based Advanced Environmental Recycling
Technologies, Inc. develops and commercializes technologies to
recycle waste polyethylene plastics and develops, manufactures,
and markets value added, green building compounds.


AGA MEDICAL: Moody's Affirms Corporate Family Rating at 'B3'
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of AGA Medical
Corporation including the corporate family and probability of
default ratings at B3 and senior secured credit facilities ratings
at B2.  The ratings outlook was changed to positive from negative.

The change in the outlook to positive from negative primarily
reflects the settlement on March 29, 2010, of the patent
infringement lawsuit between AGA and Medtronic.  AGA has agreed to
make payments amounting to $35 million over the next four years to
Medtronic with the first payment of $7.5 million due in April
2010.  Moody's expects the company to finance the payments using a
combination of cash on hand and cash flow.  Additionally, the
positive outlook incorporates Moody's expectation that AGA's
liquidity position should remain good during the near term and
credit metrics should continue to improve from current levels.
Further, the ratings and outlook anticipate no material usage of
the revolver.

The B3 corporate family rating takes into consideration the
company's high debt leverage, small size and product
concentration, and aggressive expansion strategy.  Additionally,
the ratings continue to reflect the ongoing potential for
lawsuits.  In addition, Moody's continues to monitor the progress
the company makes to extend or replace its revolving credit
facility that matures in July 2011.  The ratings favorably reflect
the company's recent performance, improvement in liquidity, and
debt reduction efforts via its recent initial public offering.
AGA's ratings also benefit from the company's position as a
leading provider of medical devices to repair structural heart
defects and its product pipeline.

These ratings/assessments were affected:

* Corporate family rating, affirmed at B3;

* Probability of default rating, affirmed at B3;

* $25 million Senior Secured Revolving Credit Facility, due 2011,
  affirmed at B2.  LGD assessment change to LGD3, 41% from LGD3,
  37%;

* $213 million ($197 million outstanding) Senior Secured Term
  Loan, due 2013, affirmed at B2.  LGD assessment change to LGD3,
  41% from LGD3, 37%;

* Outlook changed to positive from negative.

The prior rating action was on September 14, 2009, when the
corporate family rating was lowered to B3 and outlook changed to
negative.

AGA Medical Corporation is a manufacturer of nitinol-based
occlusion devices for the treatment of cardiovascular defects and
peripheral vascular disease.  The company generated approximately
$199 million in revenues in 2009.


ALION SCIENCE: Files Annual Report on Form 11-K for Employee Plan
-----------------------------------------------------------------
Alion Science and Technology Corporation on Monday filed with the
Securities and Exchange Commission the annual report on Form 11-K
for the Alion Science and Technology Corporation Employee
Ownership, Savings and Investment Plan for the fiscal year ended
September 30, 2009.  As of September 30, 2009, the Plan has
$349,109,859 in total assets, $347,991,111 in total investments
and $349,109,859 in net assets available for benefits.  Deloitte &
Touche LLP in McLean, Virginia, audited the Plan.

A full-text copy of the Annual Report on Form 11-K is available at
no charge at http://ResearchArchives.com/t/s?5cfa

                        About Alion Science

Alion Science and Technology Corporation, based in McLean, VA, is
an employee-owned company that provides scientific research,
development, and engineering services related to national defense,
homeland security, and energy and environmental analysis.
Particular areas of expertise include communications, wireless
technology, netcentric warfare, modeling and simulation, chemical
and biological warfare, program management.

As of December 30, 2009, the Company had total assets of
$639,046,000 against total current liabilities of $169,588,000,
senior term loan payable, excluding current portion of
$226,969,000, senior unsecured notes of $245,462,000, subordinated
note payable of $45,715,000, redeemable common stock of
$187,112,000, and accumulated deficit of $282,500,000.

                           *     *     *

Alion carries 'Caa3' corporate family and probability of default
ratings from Moody's.  Alion carries a 'B-' corporate credit
rating from Standard & Poor's.


ALION SCIENCE: Inks $25MM Replacement Facility with Credit Suisse
-----------------------------------------------------------------
Alion Science and Technology Corporation on March 22, entered into
a new revolving credit facility with Credit Suisse AG, as
administrative agent, and various lenders, to replace the
revolving facility under the existing Term B Senior Credit
Agreement.

The New Credit Agreement allows for up to $25 million in
outstanding borrowings at any time, includes a $10 million letter
of credit subfacility, matures approximately four and one half
years from the closing date, bears cash interest at either LIBOR
plus a specified margin or a base rate plus a specified margin, is
available for working capital and general corporate purposes and
includes an uncommitted incremental term and revolving credit
facility in an amount up to $10 million.

The New Credit Agreement is secured by a lien on substantially all
of the Company's assets and the assets of certain of the Company's
subsidiaries and a pledge of the equity of certain of Alion's
subsidiaries.

The Company covenants with the Lenders not to permit Consolidated
EBITDA for any period of four consecutive fiscal quarters, in each
case taken as one accounting period, ending during any period set
forth, to be less than:

     Period                                   Consolidated EBITDA
     ------                                   -------------------
     June 30, 2010 through March 31, 2011         $52,500,000
     April 1, 2011 through September 30, 2011     $55,000,000
     October 1, 2011 through September 30, 2012   $60,000,000
     October 1, 2012 through September 30, 2013   $62,500,000
     Thereafter                                   $65,000,000

A full-text copy of the New Credit Agreement is available at no
charge at http://ResearchArchives.com/t/s?5cfc

                        About Alion Science

Alion Science and Technology Corporation, based in McLean, VA, is
an employee-owned company that provides scientific research,
development, and engineering services related to national defense,
homeland security, and energy and environmental analysis.
Particular areas of expertise include communications, wireless
technology, netcentric warfare, modeling and simulation, chemical
and biological warfare, program management.

As of December 30, 2009, the Company had total assets of
$639,046,000 against total current liabilities of $169,588,000,
senior term loan payable, excluding current portion of
$226,969,000, senior unsecured notes of $245,462,000, subordinated
note payable of $45,715,000, redeemable common stock of
$187,112,000, and accumulated deficit of $282,500,000.

                           *     *     *

Alion carries 'Caa3' corporate family and probability of default
ratings from Moody's.  Alion carries a 'B-' corporate credit
rating from Standard & Poor's.


AMERICAN MEDIA: S&P Downgrades Corporate Credit Rating to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Boca Raton, Fla.-based American Media
Operations Inc. by one notch.  S&P lowered the corporate credit
rating to 'CCC' from 'CCC+.'  The rating outlook is negative.

"The 'CCC' rating reflects American Media's thin margin of
compliance with its financial covenants, high leverage, weak
interest coverage, and its limited liquidity," explained Standard
& Poor's credit analyst Tulip Lim.  "The rating also reflects the
company's participation in very competitive niche businesses, its
vulnerability to cyclicality and adverse secular trends in
newspaper and magazine publishing, and its limited operating
diversity."

American Media's lease-adjusted leverage was extremely high, at
9.6x at Dec. 31, 2009, including the full face value of the
payment-in-kind debt.  Unadjusted coverage was weak at 2x.  In May
and November of 2009, the company gained some flexibility from
agreements with holders of its 14% subordinated notes due 2014 to
pay all of its interest on the notes in kind.  The notes represent
32% of the company's Dec. 31, 2009 total balance sheet debt.  Had
the company paid 10% interest on the notes in cash, EBITDA
coverage of cash interest would have been 1.3x.

American Media generated positive discretionary cash flow for the
last 12 months ended Dec. 31, 2009, mainly because it paid all of
its interest on the 14% subordinated notes in kind.  If
noteholders do not permit the company to pay all of its interest
on this debt in kind and if EBITDA declines, discretionary cash
flow could turn negative.


ARAMARK CORPORATION: Fitch Affirms 'B' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed this Issuer Default Rating and
outstanding debt rating for ARAMARK Corporation:

  -- Long-term IDR at 'B';
  -- Senior unsecured notes 'CCC/RR6'.

Fitch has also upgraded this rating:

  -- Senior secured credit facilities to 'BB/RR1' from 'BB-/RR2'.

The Rating Outlook is Stable.

These rating actions affect approximately $5.8 billion of debt at
Jan. 1, 2010.

ARAMARK's ratings balance its high financial leverage against its
consistent generation of meaningful free cash flow -- (defined as
cash flow from operations less capital expenditures and dividends)
and its strong market share position.  While ARAMARK's business is
contract-based with high client retention rates, increased
unemployment has negatively affected ARAMARK's operating
performance.  This effect has been particularly evident in the
Uniform & Career Apparel segment and sectors of the Food & Support
Services segment; such as, Business & Industry and Sports &
Entertainment, which are more economically sensitive.

The upgrade of ARAMARK's secured bank debt to 'BB/RR1' is driven
by Fitch's recovery analysis, which incorporates a higher going
concern multiple given the improving macroeconomic and credit
environment.  While not anticipated, if there was a distressed
situation, Fitch would expect ARAMARK's secured bank obligations
to have outstanding recovery prospects of 91%-100%.  This recovery
level also considers the fact that ARAMARK's secured credit
facility is collateralized by substantially all assets of ARAMARK
and its U.S. subsidiaries.  Only 65% of the outstanding equity
interest of foreign subsidiaries is pledged.  Given the
significant amount of debt in the company's capital structure,
recovery for ARAMARK's unsecured bondholders is likely to be
negligible in a distressed situation.

At Jan. 1, 2010, ARAMARK's debt maturities included:

  -- $250 million 5% unsecured notes due June 1, 2012;

  -- $3.5 billion secured multi-currency term debt due Jan. 26,
     2014;

  -- $1.3 billion 8.5% senior unsecured obligations;

  -- $500 million floating-rate notes due Feb. 1, 2015.

On March 26, 2010, ARAMARK amended its secured credit facility and
extended the maturity on $1.4 billion of the U.S. portion of its
multi-currency term loan and approximately 50% of its $200 million
synthetic letters of credit facility to July 26, 2016 or Oct. 31,
2014 if any of the $1.3 billion 8.5% senior unsecured notes or
$500 million floating rate senior unsecured notes mentioned above
remain outstanding at that time.  The remaining $2.1 billion of
term debt is due Jan. 26, 2014.

The amendment also provides for the flexibility to offer future
revolving credit or term loan extensions and to issue loans or
other secured debt for the purpose of refinancing existing debt.
While the interest rate on $1.4 billion of maturities extended
increased 137.5 basis points over the existing U.S. and Euro term
loan rate to LIBOR plus 325 bps, Fitch does not expect this
increased cost to have a material impact on the company's cash
flow and interest coverage ratio in the near-term.  However,
continued potential refinancing of the current $2.1 billion of
2014 and $1.8 billion of 2015 maturities, albeit at higher rates,
is anticipated to increase interest cost and pressure FCF in the
intermediate term.

During the fiscal first quarter ended Jan. 1, 2010, organic
revenue growth, which excludes the impact of currency, declined
2%, after declining 3% during fiscal 2009.  Excluding currency,
operating income grew 4% as ARAMARK is benefiting from cost
reduction programs implemented in fiscal 2009.  The company's
highly variable cost structure in Food & Support Services has
allowed it to mitigate the impact of reduced sales.  Operating
income declined approximately 7% during fiscal 2009 after
adjusting for $34.2 million of one-time charges related to the
restructuring of its Uniform & Career Apparel segment,
$19.7 million of severance related to headcount reductions in its
Food & Support Services operations and $16.2 million from the fact
that there was one less operating week versus fiscal 2008.  Fitch
believes ARAMARK will experience modest revenue and operating
income growth in fiscal 2010 and 2011 as the global employment
situation improves.  Food cost inflation should remain manageable
and the company is expected to realize the full year's benefit
from 2009 cost reduction efforts, which thus far appear
successful.

For the latest twelve month period ended Jan. 1, 2010, total debt-
to-operating earnings before interest, taxes, depreciation and
amortization -- was 5.9 times, up from 5.6x at Jan. 2, 2009.
Modest debt reduction offset by a decline in EBITDA due to the
impact of unemployment on ARAMARK's business, one-time charges
previously mentioned and one less week in the 2009 fiscal year
were the major causes for the increase in leverage.  Total
adjusted debt-to-operating earnings before interest, taxes,
depreciation, amortization and rental expense, which accounts for
operating leases and balances outstanding under ARAMARK's
$250 million accounts receivable securitization program, was 6.6x,
up from 6.2x.  The company's operating EBITDA-to-gross interest
expense and funds from operations fixed charge coverage ratios
were 2.1x and 1.9x, respectively for the current LTM period,
essentially flat from year ago levels.

ARAMARK generated $439 million of FCF during the most recent LTM
period ended Jan. 1, 2010, up from a ten year annual average of
approximately $234 million.  The significant improvement in
working capital was due to lower account receivables, given better
collections and lower sales, and a one-time benefit of reduced
inventory associated with restructuring of the Uniform & Career
Apparel.  The company's liquidity at Jan. 1, 2010, included
$123 million of cash and $514 million available under its
$600 million multi-currency revolver which expires Jan. 26, 2013.

Fitch currently anticipates that ARAMARK can generate over
$100 million of annual FCF in both fiscal 2010 and 2011.  Priority
of use will include small strategic acquisitions and modest debt
reduction.  This debt reduction; along with a return of operating
income growth, should result in small and gradual reductions in
leverage over the near-to-intermediate term.  A material reduction
in leverage, consistent generation of meaningful FCF and continued
staggering of 2014 and 2015 maturities could result in positive
additional rating actions.

ARAMARK is in compliance with all of its debt covenants.
ARAMARK's maximum consolidated secured debt ratio of 5.25x steps
down by 0.25x increments annually every June 30 until 2013.  At
Jan. 1, 2010, the ratio (as defined by its credit agreement) was
3.70x, leaving the company significant cushion.  Fitch estimates
that EBITDA as defined by the company's credit agreement would
have to decline by roughly 30% to breach this covenant.  ARAMARK's
ability to incur additional debt and make restricted payments is
limited by a minimum interest coverage ratio of 2.0x.  At Jan. 1,
2010, the ratio (as defined by its credit agreement) was 2.4x.
Fitch does not anticipate a violation of this covenant.


AVENTINE RENEWABLE: Begins Distribution of New Common Stock
-----------------------------------------------------------
Aventine Renewable Energy Holdings, Inc., has begun a pro rata
distribution of shares of the company's new common stock to
holders of the company's former 10% senior unsecured notes due
2017, or the old notes, and to holders of allowed general
unsecured claims against the bankruptcy estate of the company.
In connection with the initial distribution of shares,
4,904,980 million shares of new common stock are being distributed
to holders of old notes.  The amount of shares to be distributed
to holders of allowed general unsecured claims as part of the
initial distribution has not yet been determined.

The new shares are being distributed pursuant to the terms of the
Debtors' First Amended Joint Plan of Reorganization Under Chapter
11 of the Bankruptcy Code Dated as of January 13, 2010, confirmed
by the U.S. Bankruptcy Court for the District of Delaware on
February 24, 2010, under which the company emerged from Chapter 11
bankruptcy protection on March 15, 2010.

As provided in the Plan, the current issuance represents the first
distribution on a total of 6,840,000 shares of new common stock of
the company that have been allocated to the holders of the old
notes and allowed general unsecured claims against the bankruptcy
estate of the company.

Under the Plan, each holder of old notes and allowed general
unsecured claims will receive its pro rata share of the 6,840,000
shares of new common stock of the company.  The holders of old
notes and allowed general unsecured claims also have the right to
share in any supplemental distribution of shares of new common
stock of the company held in reserve pursuant to the Plan.
Distributions of shares remaining after the initial distribution
will take place on a quarterly basis.

Including the current distribution to holders of old notes and the
company's March 15, 2010 private placement of 1,710,000 shares of
new common stock and $105 million in principal amount of 13%
senior secured notes due 2015 under the Plan, but excluding shares
issued or issuable under its 2010 incentive plan or common stock
purchase warrants, the company will have issued approximately
6,614,980 shares of new common stock of the company pursuant to
the Plan, or about 77% of the 8,550,000 new shares originally
allocated by the Plan, with approximately 1,935,020 shares left
for further distributions.

As of March 31, 2010, a number of claims remain disputed, although
they continue to be reduced by virtue of the ongoing claims
reconciliation process.  Assuming all these disputed claims are
allowed and subject to the accuracy of the company's preliminary
estimates of both allowed general unsecured claims and reserve
estimates for unliquidated and contingent claims, all of which are
subject to change, future distributions to the holders of the old
notes are currently estimated to represent no less than
approximately 70% of the 1,935,020 shares of new common stock
reserved for distributions, with the remainder of those reserved
shares to be distributed to holders of allowed general unsecured
claims.

The issuance of the shares of new common stock as part of the
distribution, other than the 1,710,000 shares issued in the
company's private placement under the Plan, will be in exchange
for claims against the company and, the company believes, in
accordance with Bankruptcy Code Section 1145.  In general,
recipients of these shares of new common stock will be able to
resell the securities so received without registration under the
Securities Act or other federal securities laws pursuant to the
exemption provided by Section 4(1) of the Securities Act of 1933,
unless the holder of any such security is an "underwriter" within
the meaning of Section 1145(b) of the Bankruptcy Code.  In
addition, these shares of new common stock received pursuant to
the Plan generally may be resold without registration under state
securities laws pursuant to various exemptions provided by the
respective laws of the several states.  However, recipients of
such securities are advised to consult with their own legal
advisors as to the availability of any exemption from registration
under applicable law in any given instance and as to any
applicable requirements or conditions to such availability, and
the company makes no representations concerning the right of any
person to trade in the shares of the company's common stock issued
under the Plan.

The company believes that its common stock will trade on the over-
the-counter (OTC) markets, although it can give no assurances when
such trading will take place, if at all, or that a market in the
company's securities will develop (on an OTC market or otherwise).

The CUSIP number of the new shares of common stock of the company
is 05356X700.  The Depository Trust & Clearing Corporation has
also assigned CUSIP number 05399AGH2 to act as a placeholder CUSIP
number during the distribution of all shares of new common stock
of the company.

                       Distribution Procedures

No fractional interests of shares of new common stock of the
company shall be issued or distributed pursuant to the Plan.
Whenever any payment of a fraction of a share of new common stock
of the company would otherwise be required under the Plan, the
actual distribution made shall reflect a rounding of such fraction
to the nearest whole share (up or down), with half shares or less
being rounded down and fractions in excess of a half of a share
being rounded up.  If two or more holders are entitled to equal
fractional entitlements and the number of holders so entitled
exceeds the number of whole shares, as the case may be, which
remain to be allocated, the company shall allocate the remaining
whole shares to such holders by random lot or such other impartial
method as the company deems fair, in the company's sole
discretion.  Upon the allocation of all of the whole shares of new
common stock of the company authorized under the Plan, all
remaining fractional portions of the entitlements shall be
canceled and shall be of no further force and effect.

                    About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets: AVRN) -- http://www.aventinerei.com/-- is a
producer and marketer of ethanol to many leading energy companies
in the United States.  In addition to ethanol, Aventine also
produces distillers grains, corn gluten meal, corn gluten feed,
corn germ and brewers' yeast.

Morgan Stanley Capital Partners IV bought Aventine in May 2003
from Williams Cos.  Aventine had a public offering in May 2006.
The Morgan Stanley group retained 28% of the stock at year's end.

The Company and its affiliates filed for Chapter 11 on April 7,
2009 (Bankr. D. Del. Lead Case No. 09-11214).  Joel A. Waite,
Esq., and Ryan M. Bartley, Esq., at Young, Conaway, Stargatt &
Taylor, serves as bankruptcy counsel to the Debtors.  Davis Polk
& Wardwell is special tax counsel and Houlihan, Lokey, Howard &
Zukin, Inc., is the financial advisor.  Garden City Group, Inc.,
has been engaged as claims agent.  Scott D. Cousins, Esq., and
Donald J. Detweiler, Esq., at Greenberg Traurig, LLP, serve as
counsel to the official committee of unsecured creditors.  When it
filed for bankruptcy protection from its creditors, Aventine
Renewable listed between $100 million and $500 million each in
assets and debts.


BELLISIO FOODS: S&P Affirms Corporate Credit Rating at 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B-'
corporate credit rating on Duluth, Minn.-based Bellisio Foods Inc.
At the same time, S&P removed all ratings from CreditWatch, where
they were placed on Dec. 1, 2009, following a financial covenant
breach.  The outlook is stable.

In addition, S&P affirmed its issue-level and recovery ratings on
Bellisio's first-lien revolving credit facility and term loan that
mature in 2013.  The issue-level rating remains 'B' (one notch
higher than the corporate credit rating) with a recovery rating of
2, indicating S&P's expectations for substantial (70% to 90%)
recovery in the event of a payment default.

S&P estimates that Bellisio had about $181 million of reported
debt outstanding as of January 3, 2010.

"The rating affirmation reflects S&P's opinion that the company's
near-term liquidity position has improved following Bellisio's
third and second amendments to its first- and second-lien credit
facilities, respectively, which, among other changes, waived any
and all prior covenant related defaults, reset covenant levels,
and changed certain restricted payment allowances," said Standard
& Poor's credit analyst Chris Johnson.  "Moreover, the company
generated free cash flow of about $17 million in fiscal 2009, and
S&P expects similar levels of cash flow in fiscal 2010."

Based on the company's reset financial covenant levels, and
certain covenant defined add-backs to EBITDA for new item
placement costs, S&P expects adequate EBITDA cushion on the
company's financial covenants in the coming quarters.  S&P
believes the company must meet its operating budget in order to
maintain adequate covenant cushion of close to 20% in 2010;
otherwise cushion could approach 10% or less by fiscal year end.

The ratings on Bellisio Foods Inc. reflect its narrow product
portfolio, the highly competitive nature of the frozen dinner
category, and its aggressive financial policies.  The company's
generally stable market shares and moderate cash flow generation
are additional rating factors.

Bellisio sells its core products under the Michelina's, Budget
Gourmet, and Lean Gourmet brand names, primarily in the Mid-
Atlantic and Southwestern U.S. The company has an established
market share in the value segment of the frozen-entr?e category,
selling competitively priced dinner entr?es.  Although S&P
believes the company's competitive position is somewhat defendable
given its brand positioning, Bellisio competes with several
larger, financially stronger companies with promotional activities
that limit its pricing flexibility.  The stable outlook reflects
S&P's opinion that Bellisio will sustain its improved liquidity
position in 2010 and positive free cash flow generation will
continue.  S&P would consider lowering the rating if the company
breaches another financial covenant thereby compromising its
liquidity position.  S&P believes this could occur if the company
is not able to improve its Canadian profit share and generate mid
single digit sales and EBITDA growth as expected, which would
result in leverage staying in the 4x area.  Alternatively S&P
would consider raising the ratings to 'B' if the company sustains
mid-single digit EBITDA growth, meaningfully prepays its bank
debt, and sustains adequate covenant cushion when its covenant
levels begin to tighten in fiscal 2011.


BLOCKBUSTER INC: Icahn Dumps Shares Days Before Debt Payment
------------------------------------------------------------
Carl C. Icahn and his affiliated entities sold off shares of Class
A and Class B common stock of Blockbuster Inc. in various
transactions on Friday, Monday and Tuesday.  The Class A shares
were sold off for between $0.24 and $0.30 a share.  The Class B
shares were sold off for between $0.18 and $0.22 a share.

Dow Jones Newswires notes that Blockbuster is slated to make a $43
million payment on its senior secured notes on April 1.

As of March 30, 2010, Icahn et al. may be deemed to beneficially
own, in the aggregate:

     -- 7,450,390 Class A Shares (composed of 71,749 Class A
        Shares which Icahn et al. own and approximately additional
        7,378,641 Class A Shares which Icahn et al. would hold if
        the approximately $38,000,000 of the face amount of the
        Preferred Shares held by Icahn et al. were fully converted
        into Class A Shares), representing approximately 5.14% of
        Blockbuster's outstanding Class A Shares; and

     -- 4,358,223 Class B Shares, representing approximately 6.05%
        of Blockbuster's outstanding Class B Shares.

Dow Jones Newswires' Maxwell Murphy and Joseph Checkler report
that the sale of Class A shares brought in just over $3.4 million
for Mr. Icahn, almost 97% less than the nearly $107 million it
cost to acquire the 13.2 million shares over the years.

Dow Jones says Mr. Icahn also made less than $241,000 on the sale
of Class B shares.  Given his average price on those of about
$8.34 apiece, that's a roughly 98% loss, Dow Jones says.  Messrs.
Murphy and Checkler relate that Mr. Icahn likely would have sold
more, but the Class B shares are thinly traded and it would be
hard to sell much more than he did in a short time frame without
driving the price down even further.

Dow Jones recalls Mr. Icahn has poured more than $191 million into
Blockbuster since beginning to build his stake in late 2004, only
to watch its future get bleaker at almost every turn.  "It seems
Mr. Icahn, who didn't return a phone call seeking comment, is more
comfortable watching the better part of $185 million disappear
than waste any more time waiting for Blockbuster to right itself,"
Dow Jones says.

                      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.

The Company's balance sheet as of January 3, 2010, showed
$1.538 billion in assets and $1.852 billion of debts, for a
stockholders' deficit of $314.3 million.

PricewaterhouseCoopers LLP, in Dallas, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred a net
loss from operations for the year ended January 3, 2010, and has a
stockholders' deficit as of January 3, 2010.  In addition, the
increasingly competitive industry conditions under which the
Company operates have negatively impacted the Company's results of
operations and cash flows and may continue to in the future.

                           *     *     *

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.


BOSQUE POWER: Gets Court's Interim Nod to Use Cash Collateral
-------------------------------------------------------------
Bosque Power Company, LLC, et al., sought and obtained permission
from the Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas to use until April 12, 2010, cash
constituting as collateral to their prepetition lenders.

Jeff J. Marwil, Esq., at Proskauer Rose LLP, the attorney for the
Debtors, explained that the Debtors need to use the cash
collateral to fund their Chapter 11 case, pay suppliers and other
parties.  The Debtors will use the collateral pursuant to a
budget, a copy of which is available for free at
http://bankrupt.com/misc/BOSQUE_budget.pdf

In exchange for using the cash collateral, the Debtors will grant
the prepetition secured lenders and holders of valid, enforceable,
nonavoidable, perfected mechanics and materialmen's liens on
certain of the Debtors' assets additional liens, replacement
security interests in and replacement liens on all of the Debtors'
real and personal property.

The Court has set a final hearing for April 12, 2010, at 2:00 p.m.
on the Debtors' request to use cash collateral.

Credit Suisse AG, Cayman Islands Branch, as administrative and
collateral agent for the lenders, and certain Lenders who, in the
aggregate, hold a majority of the debt incurred under a January
16, 2008 credit agreement said that the Debtors didn't approach
the Agent and Lenders prior to filing these cases to discuss
preparation of a consensual cash collateral order.  The Agent and
the Working Group are amenable to the Debtors' use of the Agent's
and Lenders' cash collateral to fund necessary expenditures and
continue ongoing operations during an interim period in accordance
with a reasonable budget.

The Agent and the Lenders said, "Contrary to the Debtors'
assertion, the Agent and Lenders hold a valid and perfected
security interest in the cash that is property of the Debtors'
estates.  The Debtors' position that the Agent does not have a
security interest in the accounts (the LC Accounts) established in
connection with the Debtors' Letter of Credit Facility is
incorrect.  This is because, among other things, the LC Accounts
in fact fall within the definition of 'Collateral'."

"Even if the Debtors were correct (which they are not) that a
security interest in the LC Accounts was not granted pursuant to
the Security Agreement, the Agent would have a security interest
in the amounts on deposit therein or credited thereto because
those amounts are identifiable cash proceeds of collateral over
which the Agent has a security interest," the Agent and the
Lenders stated.  According to the Agent and the Lenders, those
amounts were transferred from deposit accounts over which the
Agent indisputably has a security interest perfected by control,
and thus are proceeds of collateral, and because those proceeds
are identifiable cash proceeds, the Agent has a perfected security
interest over those amounts.

The Debtors stated that they are seeking authority to move certain
cash from the LC Accounts, which the Agent and Lenders assert is
their cash collateral, to a new account where, presumably, it will
be subject to commingling, among other things.  In order to
protect the interests of the Agent and Lenders in this cash, the
Agent and Lenders requested that the Court, instead, direct the
Debtors to maintain all of their existing bank accounts and
restyle them Debtor in Possession accounts in keeping with
established practice in this District.

The Agent is represented by Mitchell A. Seider, Esq. --
Mitchell.Seider@lw.com --; Joseph S. Fabiani, Esq. --
Joseph.Fabiani@lw.com --; and David A. Hammerman, Esq. --
David.Hammerman@lw.com -- at Latham & Watkins, LLP.

The Working Group is represented by Dennis F. Dunne, Esq. --
ddunne@milbank.com --; Andrew M. Leblanc, Esq. --
aleblanc@milbank.com --; and Steven Z. Szanzer, Esq. --
sszanzer@milbank.com -- at Milbank, Tweed, Hadley & McCloy LLP.

                        About Bosque Power

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

Bosque Power filed for Chapter 11 protection in Waco, Texas
(Bankr. W.D. Tex. Case No. 10-60348).  The Company estimated
assets and debts of between $100 million and $500 million as of
the filing.

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

Kurtzman Carson Consultants serves as claims and notice agent.


BOSQUE POWER: Gets Interim Nod to Hire Kurtzman as Claims Agent
---------------------------------------------------------------
Bosque Power Company, LLC, et al., sought and obtained
authorization from the Hon. Ronald B. King of the U.S. Bankruptcy
Court for the Western District of Texas to employ Kurtzman Carson
Consultants LLC as notice and claims agent.

KCC will, among other things:

     (a) assist with creditor matrix compilation, relevant notice
         party list creation and preparation of required schedules
         and statements of financial affairs;

     (b) create and distribute personalized claim forms to
         creditors and other interested parties and providing
         access to the public for examination of copies of the
         proofs of claim or proofs of interest filed in the case
         and the claims register at no charge during regular
         business hours;

     (c) receive, examine and maintain all proofs of claim filed
         with the Court, providing secure storage for all original
         proofs of claim; and

     (d) maintain official claims registers in the Chapter 11
         Cases by docketing all proofs of claim and proofs of
         interest in a claims database that includes information
         for each claim or interest asserted.

KCC will be paid for its services based on its service agreement
with the Debtors.  A copy of the agreement is available for free
at http://bankrupt.com/misc/BOSQUE_claimsagentservicespact.pdf

James Le, KCC's chief operating officer, assured the Court that
the firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

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

Bosque Power filed for Chapter 11 protection in Waco, Texas
(Bankr. W.D. Tex. Case No. 10-60348).  The Company estimated
assets and debts of between $100 million and $500 million as of
the filing.

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


BOSQUE POWER: Motion for Schedules Filing Extension Dismissed
-------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas has dismissed as moot Bosque Power
Company, LLC, et al.'s request to extend the deadline for the
filing of schedules of assets and liabilities and statements of
financial affairs.

Judge King previously extended until May 4, 2010, an extension of
less than four weeks, the filing of schedules of assets and
liabilities, schedules of current income and expenditures,
schedules of executory contracts and unexpired leases, statements
of financial affairs, and additional lists required pursuant to
the bankruptcy rules and local rules.

The Debtors had said that they need extra time to prepare and file
their Schedules and Statements.  The Debtors had stated that their
business operations are complex and accurate preparation of their
Schedules and Statements will require significant attention from
its personnel and advisors, which would distract attention from
the Debtors' business operations at a sensitive time when the
business can ill afford any disturbance.

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

Bosque Power filed for Chapter 11 protection in Waco, Texas
(Bankr. W.D. Tex. Case No. 10-60348).  The Company estimated
assets and debts of between $100 million and $500 million as of
the filing.

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


BROWN SHOE: S&P Raises Corporate Credit Rating to 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Brown Shoe to 'B' from 'B-'.  The
rating outlook is positive.  At the same time, S&P raised its
issue-level rating on the company's unsecured notes to 'B' from
'B-'.

The upgrade reflects the company's improving performance trends
during the second half of 2009 and moderate leverage reduction
during that time period," said Standard & Poor's credit analyst
David Kuntz.  The positive ratings outlook reflects S&P's
expectation that these trends are likely to continue in the near
term on improved consumer spending and increases in wholesale
purchases by other retailers and department stores.  Additionally,
S&P believes Brown Shoe will use cash on hand to reduce funded
debt over the near term, providing meaningful upside to the credit
protection profile.

The speculative-grade ratings on St. Louis-based Brown Shoe Co.
Inc. reflect S&P's analysis of the company's participation in the
mature, competitive, and fragmented wholesale and retail footwear
business; inconsistent operating performance; low operating
margins relative to those of its peers; and highly leveraged
capital structure with thin credit protection metrics.

After about a two-year period of top-line weakness, performance
has recently turned around for the company.  Same-store sales were
positive in the second half of 2009 at both its Famous Footwear
and Specialty Retail segments.  During the fourth quarter of 2009,
same-store sales increased 9.0% at Famous Footwear, 7.6% at the
Specialty Retail segment, and net sales increased 5.8% at the
company's Wholesale division.  S&P expects positive top-line
trends to continue over the near term at all segments on a rise in
consumer spending and increased purchases by retailers and
department stores.  Operating margins have rebounded after
reaching a low during the second quarter of last year.  Gains were
driven by increases in gross profit rate, lower markdowns and
allowances, and positive operating leverage.  In S&P's view, it is
likely these trends will continue over the near term, helping push
margins higher to about 12%.  Additionally, margins were weak in
the first half of 2009, so comparisons remain easy over the next
six months.  However, despite the improvement, margins remain the
lowest of all rated footwear retailers.  The company's Wholesale
operations play some role in lower margins, but S&P believes it
also is a result of lower store efficiency.


BULLY'S SPORTS: Shutdowns Store Location at Meadowood Mall
----------------------------------------------------------
According to RGJ.com, Bully's Sports Bar & Grill Inc. closed
another outlet at the Meadowood Mall after it shutdown its Damonet
Ranch-ear locations in south Reno in January.

Bully's Sports Bar & Grill Inc., with 15 locations in Nevada,
filed for Chapter 11 reorganization on Dec. 4 in Reno (Bankr. D.
Nev. Case No. 09-54325).  Bully's Sports owned 15 bars and
restaurants in Reno, Sparks and Carson City, Nevada.  The petition
says assets and debt are both less than $10 million.


BWAY CORP: S&P Puts 'B+' Corp. Rating on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed all its
ratings on BWAY Corp. on CreditWatch with negative implications.

The 'B+' corporate credit rating was placed on CreditWatch until
further review of the transaction details, pro forma capital
structure, and business prospects for 2010 and beyond.  The issue-
level ratings on BWAY's senior secured facilities and senior
unsecured notes are on CreditWatch pending further review of the
transaction details and pro forma capital structure.

The CreditWatch listing with negative implications reflects the
potential for a downgrade as a result of the proposed transaction.

"While details of the financing plan related to the acquisition
are not yet known, S&P expects that the transaction will result in
a more aggressively leveraged capital structure," said Standard &
Poor's credit analyst James Siahaan.  "In addition, the
CreditWatch listing reflects potential financial policy concerns
related to the private equity ownership."

S&P believes that the transaction could result in a weaker
financial profile for BWAY because of higher expected levels of
debt in the capital structure.  As of Dec. 31, 2009, BWAY's total
adjusted debt to EBITDA ratio was approximately 3.2x, and the
company had approximately $456 million of debt, adjusted for
capitalized operating leases and pensions.  If a significant
portion of the proposed transaction is funded with additional
debt, leverage could increase to 5x to 6x.

BWAY's Board of Directors has unanimously approved the acquisition
agreement.  BWAY shareholders are expected to receive $20 cash for
each share of BWAY's common stock they own, representing a 15%
premium, based on the closing price of $17.35 per share on
March 26, 2010.

BWAY, with annual sales of about $911 million, mainly produces
plastic containers and general-line metal containers for packaging
paints, solvents, and household products in the U.S. market.  It
is also the third-largest producer in North America of aerosol
cans, which represent about 12% of the company's sales.

S&P will resolve the CreditWatch on the corporate credit rating
and issue-level ratings after a complete review of the
transaction, pro forma financial profile, and business prospects
for 2010 and beyond.


CABLEVISION SYSTEMS: S&P Gives Stable Outlook; Keeps 'BB' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Bethpage, N.Y.-based cable TV provider Cablevision Systems Corp.
to stable from negative.  At the same time, S&P affirmed all
ratings on Cablevision and related entities, including the 'BB'
corporate credit rating.  The company reported approximately
$11 billion of debt at Dec. 31, 2010.

"The prior outlook incorporated two concerns: the potential for
Verizon Communications Inc.'s FiOS pay-TV product to significantly
erode Cablevision's video customer base and financial policy
concerns," said Standard & Poor's credit analyst Richard Siderman.
While financial policy remains a rating constraint, revision of
the outlook to stable recognizes that Cablevision has been able to
effectively limit the impact of FiOS on its core cable business
while simultaneously strengthening its credit metrics.


CARDIMA INC: PMB Helin Raises Going Concern Doubt
-------------------------------------------------
On March 29, 2010, Cardima, Inc., filed its annual report on Form
10-K for the year ended December 31, 2009.

PMB Helin Donovan, in San Francisco, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
losses from operations and net capital deficiency.

Cardima, Inc. reported a net loss of $13.0 million on $2.2 million
of revenue for 2009, compared with a net loss of $13.7 million on
$1.5 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$10.8 million in assets, $1.0 million of debts, and $9.8 million
of stockholders' equity.

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

               http://researcharchives.com/t/s?5d02

Fremont, Calif.-based Cardima, Inc., is a medical device company
focused on the diagnosis and treatment of cardiac arrhythmias.


CATHOLIC CHURCH: Fairbanks Complies With Non-Monetary Undertakings
------------------------------------------------------------------
The Catholic Bishop of Northern Alaska has complied with its non-
monetary commitment to the Tort Claimants in its bankruptcy case
by posting in the Diocese of Fairbanks' Web site a letter of
apology, a list of perpetrators, and a form for reporting an
abuse.

The postings can be found at:

  -- Letter of Apology:
     http://www.cbna.info/letterofapology/index.shtml

  -- List of Perpetrators:
     http://www.cbna.info/listofperpetrators/index.shtml

  -- Form for Reporting Abuse:
     http://www.cbna.info/abuseincidentreportform/index.shtml

"I am reminded of the passage in St. Luke's gospel where the angel
announces to the shepherds, "I proclaim to you good news!"  In
this case, my news is the U. S. Bankruptcy Court judge has
approved our consensual Chapter 11 reorganization plan," Bishop
Donald J. Kettler says in his cover letter.  "We have put the
legal and financial aspects of a shameful chapter of our past
behind us," he continues.

"As I put my schedule together to travel to the villages, I will
also be posting that itinerary here," Bishop Kettler added.

As previously reported, under the confirmed Third Amended and
Restated Joint Plan of Reorganization, the Diocese committed to
take additional non-monetary actions, including the filing of the
names of individuals identifying them as priests, religious, lay
employees and volunteers accused of sexual abuse in the filed
Proofs of Claim, and the posting on Fairbanks' Web page a
prominent link to the names of accused individuals and other known
perpetrators.

The Plan has been declared effective as of March 19, 2010.

                       Letter of Apology

Catholic Bishop of Northern Alaska
1316 Peger Road
Fairbanks, AK 99709
(907) 374-9500

17 March 2010

Dear Survivors of Clergy Sexual Abuse,

Let me begin by telling you how sorry I am for your suffering.
Through the many years of litigation, I was barred from
approaching you.  Now, it is my welcome responsibility to
communicate publically and personally with each of you.

In the coming weeks and months, I will write letters to each of
you to express my contrition and ask for forgiveness.  I will
travel to every community where you suffered harm and meet with
you.  I will conduct healing ceremonies and listening sessions.  I
will broadcast my announcement on our radio station KNOM, and
publish it in church bulletins.  I will also issue advance notice
of my visits through radio announcements and postings in village
gathering spots.

Let me take this opportunity to put to rest some concerns you may
have.  You bear absolutely no responsibility for the harm you have
suffered.  Further, let me assure you any sacraments you received
from clergy perpetrators are valid and by reporting them you have
helped correct a terrible wrong.

In addition, some abuses were committed in our boarding mission
schools, including Holy Cross, Nulato and St. Marys.  As a result,
some of you may feel harm was committed not just against you, but
against your culture.  If so, I apologize for that as well.

My message, apart from my apologies and requests for forgiveness,
is to tell you some good has come from your suffering.  Today our
churches and rectories, our schools and meeting halls are safer in
the aftermath of these terrible acts.  We screen every employee,
volunteer and minister who works with children or vulnerable
adults.  We educate our children, employees and volunteers on how
to spot and respond to suspected abuse.  We have instituted an
independent panel that handles any accusation of abuse that is
raised.  We also contact immediately law enforcement whenever
there is an allegation.  I know in the face of your suffering this
may seem late in coming, but I take some measure of comfort
knowing that we are doing what we can so no future generation goes
through what you did.

I look forward to writing you, meeting with you and walking down
the long road of recovery with you.  May God in his Grace grant us
peace in our day.

In Christ's Name, I remain yours,

Bishop Donald J. Kettler

                 About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for Chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks' Joint Plan Declared Effective
---------------------------------------------------------
The Catholic Bishop of Northern Alaska's Third Amended and
Restated Joint Plan of Reorganization became effective on
March 19, 2010.

Judge Donald MacDonald IV of the U.S. Bankruptcy Court for the
District of Alaska confirmed the Diocese of Fairbanks Plan on
February 17, 2010.  Under the Plan, the Diocese, with additional
help from its KNOM division, the Parish Churches, the Monroe
Foundation and insurance settlements, committed to a guaranteed
payment of $9.8 million to the Fund for paying Tort Claims.

The Plan also contains non-monetary undertakings, pursuant to
which the Diocese commits to assist in the reconciliation and
healing process of the Tort Claimants.

The Official Committee of Unsecured Creditors is a proponent to
the Diocese's Plan.

CBNA, like certain other Catholic Churches in the United States of
America, filed for bankruptcy protection on March 1, 2008, amid
lawsuits and claims relating to clergy sexual abuse.  Most of the
abuses were perpetrated decades ago by individuals employed or
connected to the Diocese.

As of the Plan Effective Date, (i) Settlement Trustee, Robert L.
Berger, and (ii) Special Arbitrator, Retired Judge William L.
Bettinelli, are designated as estate representatives pursuant to
Section 1123(b)(3) of the Bankruptcy Code with respect to all
claims, defenses, counterclaims, setoffs, and recoupments
belonging to the Diocese or the bankruptcy estate with respect to
the Claims of the Tort Claimants.

Susan G. Boswell, Esq., at Quarles & Brady LLP, in Tucson, Arizona
-- susan.boswell@quarles.com -- relates that each of the estate
representative assumes full responsibility to undertake
obligations set forth under the Trust Agreements, including:

  -- resolving the Tort Claims;

  -- establishing the Trust Administrative Expense Reserve;

  -- making payments to holders of Allowed Tort Claims;

  -- collecting, investing, and distributing funds for the
     benefit of Allowed Claims; and

  -- fulfilling all other obligations under the Trust Agreements
     and Plan.

Ms. Boswell also relates that all applications of the
professionals retained in the Diocese's Chapter 11 case for final
allowance of compensation and reimbursement of expenses and all
other requests for payment of administrative costs and expenses
incurred prior to the Effective Date, pursuant to Sections
507(a)(1) and 503(b) of the Bankruptcy Code, must be served and
filed with the Bankruptcy Court no later than May 3, 2010.

The Diocese subsequently filed an amended notice to correct the
name of Court from Arizona to Alaska.

                  About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for Chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks Trustee Distribution Protocol Approved
-----------------------------------------------------------------
Robert L. Berger, settlement trustee under the Catholic Bishop of
Northern Alaska's Third Amended and Restated Joint Plan of
Reorganization, sought and obtained an order from the U.S.
Bankruptcy Court for the District of Alaska determining that after
his compliance with proposed procedures:

  (a) he will have discharged his responsibilities under the
      Plan and the Settlement Trust if he pays amounts due from
      the Settlement Trust to the client trust account of the
      attorneys, who have delivered signed retainer agreements
      with a Tort Claimant instead of paying the amounts
      directly to the Tort Claimant; and

  (b) that Tort Claimants will have no rights or remedies
      against the Settlement Trustee if the distributions from
      the Settlement Trust are paid to the client trust account
      for their counsel of record.

Mr. Berger tells the Court that he had intended to divide
distributions due to Tort Claimants represented by counsel into
two sets of checks or wires: (i) a distribution on account of
attorneys' fees and costs, aggregated for attorneys with multiple
clients, to Qualified Counsel, and (ii) a check payable to the
individual Tort Claimant on account of the Tort Claimant's claim
in the bankruptcy case.  For those Tort Claimants represented by
counsel of record, Mr. Berger notes that he intended to deliver
the checks to the counsel.  He also discloses that he has been in
contact with counsel of record for Tort Claimants, who have
requested that distributions to their clients be made directly to
State Court Counsel's client trust accounts.

The Settlement Trustee proposes that he satisfy his duty to make
distributions from the Settlement Trust to Tort Claimants by
making distributions to State Court Counsel's client trust
accounts on these conditions:

  (a) Transfers from the Settlement Trust to the State Court
      Counsel's client trust accounts will be made by wire
      transfer or by check;

  (b) Prior to the transfer of any funds to the  State Court
      Counsel, the Settlement Trustee will transmit to the State
      Court Counsel an accounting of the distributions due their
      clients pursuant to the Plan and will require written
      approval of the accounting.  The accounting will reflect
      the cash reserves established by the Settlement Trustee,
      the gross amount of the distribution to the Tort Claimant,
      the fees due under the retainer agreements provided to the
      Settlement Trustee, the costs as set forth in the State
      Court Counsel's cost statements;

  (c) Entry of an order providing that upon the Settlement
      Trustee's compliance with the distribution procedures and
      the completion of the transfers to the State Court
      Counsel's client trust accounts, the Settlement Trustee
      has fully and completely performed his duties under the
      Plan and none of the Tort Claimants or State Court Counsel
      will have any claim against the Settlement Trustee.

                 About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for Chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Stipulation Returning Fairbanks Overpayment
------------------------------------------------------------
The Catholic Bishop of Northern Alaska and Robert L. Berger, the
Settlement Trustee appointed under the Diocese's Confirmed Joint
Plan of Reorganization, has agreed on the return by the Settlement
Trustee of $657,000 to the Diocese.

On or before the Plan's effective date, the Diocese was required
to contribute at least $9.8 million to the Settlement Trust.
However, prior to the Effective Date, the Diocese mistakenly
submitted an overpayment of $657,000 in additional funds that it
had set aside to be used to pay administrative expenses and other
funding obligations.

Once the overpayment is returned, the Diocese tells Judge
MacDonald, it will utilize the amount to pay administrative
expenses and other funding obligations in accordance with the
Plan.

Judge MacDonald approved the stipulation.

                 About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for Chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CCS MEDICAL: Completes Fin'l Restructuring; Emerges From Ch. 11
---------------------------------------------------------------
CCS Medical, Inc., has completed its financial restructuring and
has emerged from protection under Chapter 11 of the United States
Bankruptcy Code.  Through its restructuring, CCS Medical reduced
its outstanding debt to approximately $200 million from
approximately $522 million.  In addition, the Company's First Lien
Lenders have exchanged their claims for 100% of the new equity in
the Company and certain new debt.  The majority of the Company's
trade vendors will be paid in full.

As previously announced, CCS Medical's Plan of Reorganization (the
"Plan") was confirmed by the United States Bankruptcy Court for
the District of Delaware on March 11, 2010.  In conjunction with
the Plan, CCS Medical has also closed its $35 million exit
financing facility.  The Company expects to use the exit financing
facility to fund its ongoing operations.

"This is a great day for CCS Medical and for all of our healthcare
partners, patients, employees and business partners," said Stephen
Saft, Chief Administrative Officer and Chief Financial Officer of
CCS Medical.  "Through our restructuring we have effectively
addressed our financial challenges and laid the foundation for
future success.  We are moving forward as a new company, with a
strengthened balance sheet that will allow us to compete
successfully in our industry and invest in our growth and
development plans."

As contemplated under the Company's Plan of Reorganization, John
Miclot is no longer the Chief Executive Officer of CCS Medical.
The Company has established an Office of the President that will
continue to lead CCS Medical's operations going forward while
providing time for the Board of Directors to conduct a broad and
open search for a permanent CEO.  The Office of the President is
made up of the following members:

    * Michael Iskra, Executive Vice President and General Manager,
      Diabetes;
    * Michael O'Connor, Executive Vice President and General
      Manager, Chronic Care; and
    * Stephen Saft, Chief Financial Officer and Chief
      Administrative Officer.


"We are proud of all that we have accomplished and would like to
thank our customers, suppliers and business partners for their
support throughout this process, as well as our employees for
their hard work and dedication to our goal of a stronger future of
the Company.  We would also like to thank John for helping the
Company to navigate through a successful restructuring and we wish
him well in his future endeavors," concluded Mr. Saft.

                     About CCS Medical

Founded in 1994, CCS Medical has become a leading provider of
medical supplies.  CCS Medical assists patients that need diabetes
test strips, insulin pumps, urological supplies, ostomy supplies,
advanced wound care dressings and prescription drugs.  CCS Medical
specializes in providing a convenient way for patients to receive
supplies for their chronic illnesses in a manner that saves them
time and money.

As a leader in the medical supply community, CCS Medical has a
commitment to the mission statement of being the leading provider
of products and services to the home chronic care marketplace.


CEE SPORTSWEAR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: CEE Sportwear, Inc
        5808 S Wilmington Avenue
        Los Angeles, CA 90058

Bankruptcy Case No.: 10-22065

Type of business: The Debtor manufactures sportswear and
                  athletic clothing.

Chapter 11 Petition Date: March 30, 2010

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: George J. Paukert, Esq.
                  737 S Windsor Boulevard Suite 304
                  Los Angeles, CA 90005
                  Tel: (310)826-0180
                  Fax: (323)937-4366

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/cacb10-22065.pdf

The petition was signed by Paul Bogner, president.


CITIGROUP INC: Appoints Skyler to Lead Global Public Affairs
------------------------------------------------------------
Citigroup Inc. said New York City Deputy Mayor Edward Skyler will
join the company as Executive Vice President, Global Public
Affairs.  In this newly created position, Mr. Skyler will lead all
external and internal communications and share leadership of
Government Affairs and Investor Relations.  He will be charged
with ensuring that Citi's global dialogues with the public,
governments and investors are effective and consistent.  Mr.
Skyler will report directly to Citi CEO Vikram Pandit and serve on
the Senior Leadership and Executive Committees.

"Ed Skyler has proven his ability to excel in the most challenging
of environments," Mr. Pandit said. "His good judgment, work ethic
and problem-solving skills will serve Citi well as he directs our
strategy for communicating to a variety of critical
constituencies. I look forward to his counsel and his joining my
leadership team."

"No other bank has the positive impact on people's lives around
the world that Citi does. I am enthusiastic about joining such a
revered New York City and global institution," Mr. Skyler said.

Mr. Skyler, who will join Citi in early May, is currently the New
York City Deputy Mayor for Operations. He has overseen strong
performances by the City's main operational agencies and served as
a top budget, legislative and labor negotiator for Mayor Michael
R. Bloomberg. Mr. Skyler oversaw four consecutive balanced and on-
time City budgets; negotiated legislation to reform lobbying and
"pay-to-play" practices; and reached agreements with labor unions
to reduce pension and health costs. He has overseen a variety of
critical initiatives, such as sustainability planning and the
Mayor's campaign against illegal guns.

Mr. Skyler has been a member of Mayor Bloomberg's administration
since its inception in 2002, serving previously as the Press
Secretary, Communications Director and Deputy Mayor for
Administration.  He had worked in the Corporate Communications
group of Bloomberg LP before joining Mr. Bloomberg's successful
2001 campaign for Mayor as its Press Secretary. Mr. Skyler served
in various posts in the city government previously, including as a
Deputy Press Secretary to Mayor Rudolph W. Giuliani and Public
Information Director at the Department of Parks & Recreation. A
graduate of the University of Pennsylvania, he earned a law degree
from the Fordham University School of Law, which he attended at
night, and is a member of the New York State Bar.

                         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.


CELL THERAPEUTICS: Sued for Misleading Info on New Drug
-------------------------------------------------------
Law firm Barroway Topaz Kessler Meltzer & Check, LLP, has
commenced a class action lawsuit before the United States District
Court for the Western District of Washington on behalf of
purchasers of the securities of Cell Therapeutics, Inc., who
purchased or otherwise acquired Cell Therapeutics' securities
between May 5, 2009 and March 19, 2010, inclusive, including
purchasers of the securities issued pursuant or traceable to the
Company's public offering on or about July 23, 2009.

The Complaint charges Cell Therapeutics and certain of its
officers and directors with violations of the Securities Act of
1933 and Securities Exchange Act of 1934.  During the Class
Period, defendants misled investors concerning the results of a
Phase III clinical study -- PIX-301 -- of a drug the Company was
developing called pixantrone for the treatment of Non-Hodgkin's
Lymphoma, as well as other cancers.

More specifically, the Complaint alleges that the Company failed
to disclose and misrepresented these material adverse facts which
were known to defendants or recklessly disregarded by them: (1)
the Company's Special Protocol Assessment for pixantrone was
invalidated by the fact that the study was terminated before fully
enrolled and a planned interim analysis was not conducted; (2) the
FDA had not approved the early termination of Study PIX-301 or the
statistical analysis defendants intended to apply to the results
of the study; (3) the Company enrolled large numbers of patients
who didn't suffer aggressive NHL as the study protocol required;
and (4) patients taking pixantrone in Study PIX-301 suffered more
deaths, serious adverse events, and grade 3-4 adverse events than
patients taking the comparator drug, including three deaths from
heart failure in the pixantrone group compared to one in the
comparator group.

The suit seeks to recover damages on behalf of class members.

          To contact:

          Darren J. Check, Esq.
          David M. Promisloff, Esq.
          BARROWAY TOPAZ KESSLER MELTZER & CHECK, LLP
          280 King of Prussia Road
          Radnor, PA 19087
          Tel: 1-888-299-7706 (toll free) or
               1-610-667-7706
          E-mail: info@btkmc.com

                     About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics, Inc. (NASDAQ and MTA:
CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company that develops an integrated portfolio of
oncology products aimed at making cancer more treatable.
Subsequent to the closure of its Bresso, Italy operations in
September 2009, CTI's operations are conducted solely in the
United States.

The Company reported $69.59 million in total assets and $87.73
million in total liabilities, resulting in $18.76 million in
stockholders' deficit at Dec. 31, 2009.

                       Going Concern Doubt

San Francisco-based Stonefield Josephson, Inc., has included an
explanatory paragraph in their report on Cell Therapeutics, Inc.'s
December 31, 2009, 2008 and 2007 consolidated financial statements
regarding their substantial doubt as to the Company's ability to
continue as a going concern.  The independent auditors reported
that the Company has sustained loss from operations over the audit
periods, incurred an accumulated deficit, and has substantial
monetary liabilities in excess of monetary assets as of
December 31, 2009.

                      Bankruptcy Warning

In its Form 10-Q report for the period ended September 30, 2009,
filed with the Securities and Exchange Commission, the Company
warned it does not expect it will have sufficient cash to fund
planned operations through the second quarter of 2010, which
raises substantial doubt about its ability to continue as a going
concern.  The Company said if it fails to obtain capital when
required, the Company said it may be required to delay, scale
back, or eliminate some or all of its research and development
programs and may be forced to cease operations, liquidate its
assets and possibly seek bankruptcy protection.


COLLECTIVE BRANDS: Moody's Gives Stable Outlook; Keeps 'B1' Rating
------------------------------------------------------------------
Moody's Investors Service revised Collective Brands' rating
outlook to stable from negative and affirmed the company's B1
Corporate Family and Probability of Default ratings.

The outlook revision to stable reflects Moody's view that
Collective Brands' will be able to sustain its improved
profitability and lower leverage despite the continued weak demand
environment.  Also considered is the company's announcement that
it settled pending litigation claims with adidas America, Inc.

Despite a four percent loss on its top line over the past fiscal
year, Collective Brands' good expense and inventory management
resulted in record free cash flow and absolute debt reduction.
Debt/EBITDA is now at about 5.5 times and Moody's expects it will
decline further as the company's profitability continues to
benefit from operating cost controls and positive sales momentum.
Although the company reported a decline in annual revenue, it was
up slightly -- about 1% -- during the fiscal fourth quarter ended
January 30, 2010.  Collective Brands also settled all pending
litigation with adidas in the fourth quarter of 2009 for an amount
which did not have a material effect on its operations.
Additionally, the settlement reduces the uncertainty resulting
from the adidas litigation.

Collective Brands' B1 Corporate Family Rating continues to reflect
the company's high, albeit improved, leverage and significant
business risk reflecting the company's focus on a fashion
component for a significant part of its sales.  Ratings are
supported by the company's good market share position, solid
portfolio of brand names, and good liquidity.

These ratings were affirmed:

Collective Brands Inc.

* Corporate Family Rating at B1

* Probability of Default Rating at B1

* $200 million senior subordinated notes due 2013 at B3 (LGD 5,
  85%)

Collective Brands Finance Inc.

* $725 million secured term loan B due 2014 at B1 (LGD 3, 43%)

The last rating action on Collective Brands was on May 8, 2008,
when the company's rating outlook was revised to negative from
stable.

Collective Brands operates and/or franchises approximately 4,470
retail stores in 19 countries and territories under the Payless
Shoesource brand.  The company also owns Collective Brands
Performance + Lifestyle Group a marketer of children's footwear as
well as casual and athletic footwear for adults through wholesale
accounts and Stride Rite retail locations.  Collective Brands
generates annual revenue of about $3.3 billion.


CONTINENTAL RESOURCES: Moody's Upgrades Senior Rating to 'B1'
-------------------------------------------------------------
Moody's Investors Service upgraded Continental Resources, Inc.'s
(Continental) senior unsecured rating to B1 from B2 and its
Speculative Grade Liquidity rating to SGL-2 from SGL-3.  Moody's
also affirmed its current Ba3 Corporate Family Rating and assigned
a B1 rating to Continental's proposed $200 million senior
unsecured notes offering.  The outlook is stable.

"Within its niche strategy of exploiting unconventional oil shale
plays through the drillbit, Moody's consider Continental to be a
well-run firm that pursues a cogent regional exploitation
strategy," commented Francis J.  Messina, Moody's Vice-
President/Senior Analyst.  "The financing will be used primarily
to reduce bank borrowing, lengthen maturities, and strengthen
liquidity."

The affirmation of Continental's Ba3 CFR rating is supported by a
high quality asset base, positive production trends, and a long
productive history in most of its focus regions, geologic
diversification and operating risk diversification across multiple
producing regions, and a seasoned management.  The rating is
tempered by Continental's reserve replacement costs and proved
undeveloped bookings, which are quite high and reflective of the
company's strategy of focusing on unconventional oil and natural
gas resources through horizontal drilling and enhanced recovery
techniques.  Continental's reserves were 56% PUD at the end of
2009, up from 33% at year end 2008.

Continental's growth is primarily organic or through the drillbit.
As a result Continental's all sources reserve replacement costs
have in the past closely mirrored the drillbit replacement costs,
both of which are on the higher end of Moody's single B rated E&P
peer group.  However for 2009, the significant PUD booking has
artificially reduced the company's all sources reserves
replacement cost to approximately $11/boe, and understates the
true cost.  Nevertheless, Moody's believes the company's metrics
are strong in spite of the PUD driven number.

Continental has been successful with horizontal drilling and
advanced stimulation and enhanced recovery techniques demonstrated
through its considerable success of over 650 productive horizontal
wells since 1994.  Additionally, Continental operates a high
proportion of its properties, which enables it to have greater
control over the level and timing of its capital spending.

Based on the proposed offering of $200 million of senior unsecured
notes, the company's existing $750 million senior secured bank
borrowing would be reduced to approximately $31 million.  Under
Moody's Loss Given Default methodology, the one notch difference
between the CFR and proposed B1 (LGD 5, 75.9%, previously LGD 5,
83%) senior unsecured rating is due to the size of the secured
borrowings in relation to the size of the total unsecured debt and
the unsecured debts' position in Continental's capital structure.

The SGL-2 rating reflects Continental's strong liquidity over the
next twelve months following the bond offering.  The company
expects to largely fund capital expenditures with operating cash
flows and borrowings from the revolver.  After the proposed
financing Continental will have approximately $719 million of
availability to fund its estimated $850 million 2010 capex
program.

The last rating action on Continental was September 15, 2009, when
Moody's assigned a first time rating of Ba3 CFR and PDR, a B2
senior unsecured notes rating, and a Speculative Grade Liquidity
Rating of SGL-3.

Continental Resources, Inc., is an independent exploration and
production company headquartered in Enid, Oklahoma


CONTINENTAL RESOURCES: S&P Puts 'BB' Rating on $200 Mil. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Continental Resources Inc.'s proposed
$200 million senior unsecured notes due 2020.

S&P assigned an issue-level rating of 'BB' (the same as the
corporate credit rating).  At the same time, S&P assigned a
recovery rating of '3' to this debt, indicating its expectation of
meaningful (50%-70%) recovery in the event of a payment default.

"S&P's analysis incorporates Continental's plans to use the
proceeds from the proposed notes offering to reduce outstanding
borrowings under its revolving credit facility for capital
expenditures growth," said Standard & Poor's credit analyst
Patrick Lee.

Enid, Okla.-based Continental is a publicly traded company that
engages in the exploration and production of crude oil and natural
gas primarily in the Rocky Mountain and Mid-Continent regions of
the U.S.  S&P's corporate credit rating on Continental is 'BB',
and the outlook is stable.

                           Ratings List

                    Continental Resources Inc.

       Corporate Credit Rating                 BB/Stable/--

                         Ratings Assigned

                    Continental Resources Inc.

           $200 Mil. Senior Unsec. Notes Due 2020  BB
              Recovery Rating                      3


CYTOMEDIX INC: Posts $3.4 Million Net Loss in 2009
--------------------------------------------------
Cytomedix, Inc., filed its annual report on Form 10-K, showing a
net loss of $3.4 million on $2.1 million of revenue for 2009,
compared with a net loss of $7.7 million on $2.1 million of
revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$2.6 million in assets, $1.0 million of debts, and $1.5 million of
stockholders' equity.

PricewaterhouseCoopers LLP, in McLean, Va., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
losses from operations and insufficient liquidity.

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

                  http://researcharchives.com/t/s?5d27

Rockville, Md.-based Cytomedix, Inc., is a biotechnology company
that develops, sells, and licenses regenerative biological
therapies, to primarily address the areas of wound care,
inflammation, and angiogenesis.


DAVID KATZ: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: David C Katz
          dba Oak Outlet Plus
        903 North Woods Drive
        Chula Vista, CA 91914

Bankruptcy Case No.: 10-05104

Chapter 11 Petition Date: March 30, 2010

Court: United States Bankruptcy Court
       Central District of California (San Diego)

Debtor's Counsel: Elliott H Stone, Esq.
                  The Stone Law Firm APC
                  4660 La Jolla Village Drive
                  Suite 500
                  San Diego, CA 92122
                  Tel: (858)467-0300
                  Email: ehstone@stonelawca.com

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

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

A list of the Debtor's 20 largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/casb10-05104.pdf


DELOS AIRCRAFT: Fitch Assigns 'BB' Rating on $550 Mil. Loan
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB' to a $550 million secured term
loan issued by Delos Aircraft, Inc., on March 17, 2010.  Delos is
a wholly owned, indirect subsidiary of International Lease Finance
Corp.  This instrument will be placed on Rating Watch Negative
when issued to align its Watch status with that of issuer ILFC.

The debt is secured via a pledge of stock of Delos and related
subsidiaries and is guaranteed by ILFC.  Given the lack of a
perfected first priority claim on aircraft provided to support
repayment of the term loan and the risk of substantive
consolidation of Delos and related subsidiaries in the event of an
ILFC bankruptcy, notching of the senior secured debt above ILFC's
Issuer Default Rating and senior unsecured rating is not
warranted.

Based on the estimated value of the aircraft, the loan-to-value
for this transaction equaled approximately 57% at closing.  The
borrower will be required to maintain a maximum 63% loan-to-value
on an ongoing, quarterly basis or repay the loan or provide
additional aircraft to meet the test.  Structural protection also
includes aircraft and lessee concentration limits and appropriate
restrictions on the borrower and related subsidiaries to create
liens and to sell aircraft.

The rating action taken does not affect the existing IDRs and debt
ratings of issuer ILFC.  On Feb. 18, 2010, Fitch downgraded ILFC's
IDR and senior unsecured debt to 'BB' from 'BBB' and retained both
the IDR and debt ratings on Rating Watch Negative.

Fitch notes that the company's recent actions to issue
$1.3 billion of secured debt and $2 billion of unsecured debt are
consistent with their overall financing plans to generate
liquidity to repay near-term maturing debt obligations.  Fitch
recognizes that these actions demonstrate renewed access to credit
markets and represent positive momentum toward resolving near-term
liquidity requirements and reducing the need for further AIG
support and financing currently being provided by the Federal
Reserve.

The recent issuances indicate early progress toward ILFC being
able to prevent secured financing from increasing to a point where
senior unsecured creditors become notably subordinated.  As of
Dec. 31, 2009, near-term debt maturities are substantial, totaling
$14.3 billion in total over the next two years.  Also, the
$3.9 billion loan provided by the Federal Reserve Bank of New York
to AIG Funding and guaranteed by ILFC matures in 2013.  Thus,
given the still considerable level of maturing debt, ILFC will
need to demonstrate more progress with funding efforts before the
risk of senior unsecured being notched below the IDR can be
eliminated.

Resolution of the Rating Watch Negative status remains contingent
upon ILFC's ability to continue to generate sufficient liquidity
through aircraft sales, extension or amendment of the current bank
facilities, and procurement of third-party debt financing to meet
substantial near-term funding requirements and to minimize the
likelihood for further support from AIG.  In addition, recent
senior management turnover adds further uncertainty to the overall
strategic direction of the company.


DELPHI CORP: Court OKs $109 Mil. in Professionals' Final Fees
-------------------------------------------------------------
In separate orders, Judge Robert D. Drain of the United States
Bankruptcy Court for the Southern District of New York granted
the final fee applications of 18 professionals in the Chapter 11
cases of DPH Holdings Corp., formerly known as Delphi Corp., and
its debtor affiliates for the fee period from October 8, 2005, to
January 25, 2008.

The Allowed Fees for the Final Fee Period total $109,488,071 and
the Allowed Expenses for the same Fee Period total $5,644,277.

The awarded professionals are DLA Piper LLP; Dykema Gossett PLLC;
Ernst & Young LLP; Fried, Frank, Harris, Shriver & Jacobson LLP;
FTI Consulting, Inc.; Gregory P. Joseph Law Offices LLC; Groom
Law Group, Chartered; Houlihan Lokey Howard & Zukin Capital;
Howard & Howard Attorneys, P.C.; Banner & Witcoff, Ltd.; Blake,
Cassels & Graydon; Buck Consultants, LLC; Butzel Long;
Cadwalader, Wickersham & Taft LLP; Cantor Colburn LLP; Covington
& Burling LLP; Deloitte & Touche LLP and Dickinson Wright PLLC.

Judge Drain also acknowledged that Diana G. Adams, the U.S.
Trustee for Region 2's objection to certain final fee
applications is resolved.  The Court also deemed Dickinson
Wright's sixth interim application as the final fee application
of the firm.

The Court noted that the Professionals made voluntary reductions,
aggregating $8,367,505, which include:

  (i) voluntary reductions as stated in each Professional's fee
      application;

(ii) each Professional's voluntary compliance with the Fee
      Procedures Protocol established by the Joint Fee Review
      Committee of the Debtors; and

(iii) each Professional's additional voluntary reduction as
      agreed to with the Joint Fee Review Committee or the U.S.
      Trustee, as applicable.

Judge Drain further directed the Reorganized Debtors to release
from the professional fee escrow established under the Modified
First Amended Joint Plan of Reorganization, all remaining unpaid
amounts owed to the Professionals, net of any voluntary fee and
expense reductions agreed to by the Professionals.  Any remaining
amounts in the professional fee escrows will be returned to the
Reorganized Debtors, the Court held.

A chart of the Approved Fees and Expenses and the corresponding
reductions is available for free at:

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

                        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: Ohio Democrats Urges Fair Treatment for Retirees
-------------------------------------------------------------
The Executive Committee of the Ohio Democratic Party passed a
resolution on March 24, 2010, urging U.S. President Barack Obama,
the secretary of the U.S. Department of the Treasury, the head of
the Treasury Department's Auto Task Force and the U.S. Congress
to treat all retirees of Delphi Corp./General Motors Corporation
fairly and equitably.  The Resolution also asked the President,
et al., to provide for the full earned pensions and other post-
employment benefits in the same manner for all groups regardless
of their representation.

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

   http://bankrupt.com/misc/Delphi_OhioMar24Resolution.pdf

The Delphi Salaried Retirees Association said the Resolution
complements other letters of support it has received, including
those letters from the United Auto Workers and American
Federation of Labor and Congress of Industrial Organizations.

                        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)


DELTATHREE INC: Brightman Almagor Raises Going Concern Doubt
------------------------------------------------------------
On March 29, 2010, deltathree, Inc., filed its annual report on
Form 10-K for the year ended December 31, 2009.

Brightman Almagor Zohar & Co., in, Tel Aviv, Israel, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that of the
Company's recurring losses from operations and deficiency in
stockholders' equity.

The Company reported a net loss of $3.2 million on $19.0 million
of revenue for 2009, compared with a net loss of $11.9 million on
$20.2 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$3.3 million in assets and $4.7 million of debts, for a
stockholders' deficit of $1.4 million.

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

               http://researcharchives.com/t/s?5d26

Based in New York, deltathree, Inc. OTC BB: DDDC.OB)
-- http://www.deltathree.com/-- is a global provider of
integrated Voice over Internet Protocol, or VoIP, telephony
services, products, hosted solutions and infrastructure.


DETROIT COMMUNITY: S&P Raises Rating on Revenue Bonds to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised to 'BB+' from 'BB' its
long-term rating on Detroit Community High School, Michigan's
public school academy revenue bonds.  The upgrade is based on the
school's improved financial operations, which have produced excess
revenue to cover maximum annual debt service in fiscal years 2008
and 2009.  The rating outlook is stable.

The rating is based on Standard & Poor's assessment of these
credit factors:

* Low reserve levels that have necessitated continued cash flow
  borrowing;

* Weak enrollment demand, which management partially attributes to
  families leaving Detroit to pursue employment opportunities
  elsewhere;

* Below-average test scores and difficulty meeting adequate yearly
  progress requirements; and

* Inherent uncertainty of charter renewals given a final bond
  maturity that exceeds the duration of the existing charter.

In S&P's opinion, these credit strengths temper the above rating
factors:

* Limited capital needs with no expansion plans;

* A good relationship with the charter authorizer;

* The general obligation pledge of the school to make debt service
  payments; and

* In-house management of most school administrative and curriculum
  functions, which limits reliance on an outside management
  company.

"The stable outlook reflects S&P's expectation of continued
enrollment levels sufficient for the school to rebuild reserve
levels and improve its cash position," said Standard & Poor's
credit analyst Caroline West.  "The school's minimal capital needs
and adequate debt service coverage provide stability to the
rating.  S&P expects that officials will make the budget
adjustments necessary to combat future potential reductions in
state aid; should the school's financial position deteriorate and
debt service coverage levels be affected, the rating could come
under pressure."

The full faith and credit pledge of the school, as well as a fully
funded debt service reserve fund and a mortgage on the newest
building, secures the outstanding bonds.  With a 2009-2010
enrollment of 989, the school offers a complete K-12 education to
its students.


DREIER LLP: Ex-Broker Gets 46 Months in Prison
----------------------------------------------
Thom Weidlich at Bloomberg News reports that Kosta Kovachev, a
former broker, was sentenced to almost four years in prison for
helping Marc Dreier, the imprisoned New York law firm founder,
defraud hedge funds of about $100 million.

According to the report, Mr. Kovachev, 58, was sentenced to 46
months in federal court in New York.  He pleaded guilty Nov. 2,
admitting he pretended to be Steven Cherniak, chief executive
officer of Solow Realty & Development Co., when Dreier had a
telephone conference with a hedge fund he duped.  Mr. Kovachev
posed as an employee of Solow's finance department at an in-person
meeting with a hedge fund, prosecutors said.

"Even though his role was far less than Mr. Dreier's, it wasn't
minor," U.S. District Judge Naomi Buchwald said in sentencing
Kovachev, according to the Bloomberg report.  "He wasn't simply an
interchangeable cog in the conspiracy."

                          About Dreier LLP

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

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

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

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


DUNE ENERGY: UBS AG Reduces Equity Stake to 36.38%
--------------------------------------------------
UBS AG, directly and on behalf of certain subsidiaries, disclosed
that as of March 30, 2010, it may be deemed to beneficially own
22,281,3101 shares or roughly 36.38% of the common stock of Dune
Energy, Inc.

UBS said the number of Common Shares beneficially owned consists
of 20,733,257 Common Shares underlying 10% Senior Redeemable
Convertible Preferred Stock and 1,548,053 Common Shares.  As March
30, 2010 each share of Preferred Stock converts into 114.29 Common
Shares plus a make-whole premium as of March 30, 2010 amounted to
an additional 129.25 Common Shares for 1 share of Preferred Stock.
The make whole premium is equal to the discounted net present
value of future dividends (until June 2010) divided by the Volume
Weighted Average Price of the common stock for the last 10 trading
days prior to the conversion date discounted 10%.  Therefore, the
make whole premium fluctuates with the changes in the price of the
Common Shares and the amount of future dividends.

UBS also said the Preferred Stock was acquired for investment and
proprietary trading purposes.  UBS intends to review continuously
its position with the Company.  Depending on future evaluations of
the business prospects of the Company and upon other development,
including, but not limited to, general and economic business
conditions and stock market conditions, UBS may retain or dispose
from time to time of all or a portion of their holdings, subject
to any applicable legal and contractual restrictions on their
ability to do so.  UBS has converted a portion of the Preferred
Stock into Common Shares available for sale.

As of March 1, 2010, UBS held 28,104,560 shares or roughly 44.15%
of Dune Energy common stock.  UBS disclosed earlier this year that
as of January 6, 2010, it held 32,690,904 shares or roughly 47.92%
of the Company.

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company's balance sheet as of December 31, 2009, showed
$372.6 million in assets, $372.9 million of debts, and
$184.8 million in redeemable convertible preferred stock, for a
stockholders' deficit of $185.1 million.


EAST COAST SANITATION: Trustee Eyes Chapter 7 Conversion
--------------------------------------------------------
American Bankruptcy Institute, citing documents filed with the
U.S. Bankruptcy Court for the District of New Jersey in the case
of the liquidating East Coast Sanitation Co. LLC (ECS), reports
that chapter 11 trustee Charles Forman plans to convert the
proceedings to a chapter 7 liquidation.

East Coast Sanitation Co., a waste-disposal company based in
Elizabeth, New Jersey.  The Company filed for Chapter 11 on
August 10, 2009 (Bankr. D. N.J. Case No. 09-30888).  Daniel J.
Yablonsky, Esq., at Yablonsky & Associates, LLC, represents the
Debtor.


EIGEN INC: Litigation Costs on Failed Sale Forced Bankruptcy
------------------------------------------------------------
Eigen, Inc., has filed for Chapter 11 bankruptcy protection before
the U.S. Bankruptcy Court for the District of Delaware.

netDockets, citing court filings, reports that the company blamed
the bankruptcy filing on excessive secured debt and costs arising
from litigation related to an attempted sale of the company's
assets pursuant to  Article 9 of the Uniform Commercial Code by
its secured lender, Kazi Management VI, LLC.  The attempted sale
followed a "vigorous marketing effort" according to the company
but was halted when former employees were successful in obtaining
a temporary restraining order from a California state court.

At that point, netDockets continues, the company's lenders and
equity holders both refused to provide Eigen with additional
funding.  Kazi has agreed, however, to provide Eigen with debtor-
in-possession financing.

netDockets also reports that Eigen has retained The CEO Advantage
Group to provide a Chief Restructuring Officer.  netDockets adds
that bankruptcy court documents report that Eigen is working to
"determine the best course of action to maximize value for all
creditor constituencies, which may include a sale of all, or
substantially all, of the Debtor's assets."

Based in Grass Valley, California, Eigen, Inc., is a medical
imaging company.  Polsinelli Shughart PC represents Eigen in the
bankruptcy case.


EIGEN INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Eigen, Inc.
          a.k.a. Eigen, LLC
        13366 Grass Valley Avenue, Suite A
        Grass Valley, CA 63141

Case No.: 10-11061

Chapter 11 Petition Date: March 30, 2010

Type of business: The Debtor develops tools for healthcare
                  professionals.

Court: U.S. Bankruptcy Court
       District of Delaware

Debtor's Counsel: Polsinelli Shughart PC
                  222 Delaware Avenue
                  Suite 1101
                  Wilmington, DE 19801
                  Tel: (302)-252-0920
                  Fax :(302)-252-0921
                  Christopher A. Ward, Esq.
                  E-mail: cward@polsinelli.com

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

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

Eigen Inc.'s List of 20 Largest Unsecured Creditors:

       Entity                 Nature of Claim      Claim Amount
       ------                 ---------------      ------------
General Electric                                   $500,000.00
75 Remittance Drive
C35 Suite 1080
Chicago, IL 60675-1080
Tel: (888) 281-3109

Foley & Lardner               Legal                $162,435.19
1215 K Street, Ste. 1920
Sacramento, CA 95814-3947
Tel: (916) 443-8005
Fax: (916) 443-2240

Palmer Kazanjian              Legal                $96.243.55
Wohl Perkins, LLP
520 Capitol Mall, Ste. 660
Sacramento, CA 95814
Tel: (916) 442-3552
Fax: (916) 442-3606

Network Systems &             Trade                $65,328.00
Technologies (NeST)

Gareeb Law Group              Legal                $53,414.88

Advanced Imaging              Trade                $29,784.99

Conquest Imaging              Trade                $22,286.93

The Mathworks, Inc.           Trade                $15,996.19

GoEngineer, Inc.              Trade                $15,545.87

Hitachi Medical Systems       Trade                $12,556.75
America, Inc.

Exhibit Marketing             Trade                $12,441.65

Complete System Diagnostics,  Trade                $12,000.00
Inc.

Arrow Electronics             Trade                $11,453.78

Whittier Transfer & Storage   Trade                $11,288.76
Co., Inc.

Courtyard by Marriott         Trade                $10,715.75

Ron Melchin                   Legal                $10,409.00

Patricia Litchfield           Rent                 $9,734.00

G & M Compliance, Inc.        Trade                $8,950.00

Kirby Rust                    Wages                $7,424.00

NJK & Associates              Trade                $7,229.39


ELECTRICAL COMPONENTS: Files for Bankruptcy with Prepack Plan
-------------------------------------------------------------
Electrical Components International, Inc., and three affiliates
voluntarily filed for chapter 11 bankruptcy protection before the
U.S. Bankruptcy Court for the District of Delaware on March 30,
2010.

According to Bill Rochelle at Bloomberg News, Electrical
Components expects to complete its Chapter 11 case in six weeks.

netDockets says the companies are entering Chapter 11 protection
with the agreement of a majority of their first and second lien
lenders and equity investors on the terms of a prepackaged plan of
reorganization.  netDockets says the company commenced a
solicitation of votes regarding the proposed prepackaged plan on
March 6 and reported on Wednesday that the plan "has been accepted
in excess of the statutory thresholds specified in sections
1126(c) and 1126(d) of the Bankruptcy Code by all of the impaired
classe[s] of claims against the Debtors."

netDockets relates that, according to the company, the prepackaged
plan provides for a 50% reduction in the amount of the debtors'
outstanding debt, while providing for the payment of all general
unsecured claims in full.  netDockets also notes that ECI would
emerge from chapter 11 with up to $45 million in new cash under
the plan, which would be comprised of an exit financing facility
and new equity investments from BlackRock Kelso Capital
Corporation, Sankaty Credit Opportunities II, L.P., Sankaty Credit
Opportunities III, L.P., Sankaty Credit Opportunities IV, L.P.,
and Sankaty Credit Opportunities (Offshore Master) IV, L.P.  The
remaining equity in the reorganized ECI would be held by ECI's
first lien lenders, with holders of preferred equity interests in
debtor FP-ECI Holdings Company receiving rights to "share in the
equity value of the Reorganized Debtors if specified thresholds
are achieved."  Existing common equity holders would receive
nothing under the plan.

Based in St. Louis, Missouri, Electrical Components International,
Inc. -- http://www.ecintl.com/-- manufactures and sells wire
harnesses and provides assembly services to "white goods"
appliance manufacturers in North America, Europe and Asia.

Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A.,
serve as the Debtors' bankruptcy counsel.  In their bankruptcy
petition, the Debtors disclosed total assets of $363.6 million
against total liabilities of $435.7 million as of January 31,
2010.


ELECTRICAL COMPONENTS: Case Summary & 30 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Electrical Components International, Inc.
          aka Whitehouse Acquisition Co.
              Electrical Components International DE Holdings Co.
              Wirekraft Employment Co.
              Wire Harness Contractors, Inc.
              Wire Harness Automotive, Inc.
              Wire Harness Industries Inc.
              Wirekraft LLC
        1 City Place Drive, Suite 450
        St. Louis, MO 63141

Case No.: 10-11054

Type of Business: The Debtor designs, manufactures and markets
                  wire harnesses and provides assembly services
                  primarily for major white goods appliance
                  manufacturers.

Chapter 11 Petition Date: March 30, 2010

Court: U.S. Bankruptcy Court
       District of Delaware

Debtor's Counsel: Weil, Gotshal & Manges LLP
                  200 Crescent court, Suite 300
                  Dallas, TX 75201
                  http://www.weil.com
                  Tel: (214) 746-7700
                  Fax:(214) 746-7777
                  Stephen Youngman, Esq.

Debtor's
Co-Counsel:       Richards, Layton & Finger, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, Delaware 19801
                  Telephone: (302) 651-7700
                  Facsimile: (302) 651-7701
                  Chun I. Jang, Esq.
                    E-mail: jang@rlf.com
                  Paul N. Health, Esq.
                    E-mail: heath@rlf.com
                  Travis A. McRoberts, Esq.
                    E-mail: mcroberts@rlf.com

Debtor's
Bankruptcy
Counsel:          Weil, Gotshal & Manges LLP

Debtor's
Claims Agent:     Epiq Bankruptcy Solutions

Estimated Assets: $100,000,001 to $500 million

Estimated Debts:  $100,000,001 to $500 million

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
ECM Holding Company                             10-11055
  Estimated Assets: $100 mil. to $500 mil.
  Estimated Debts:  $100-mil. to $500-mil.
FP-ECI Holdings Company                         10-11056
Noma O.P., Inc.                                 10-11057

Electrical Components' List of 30 Largest Unsecured Creditors:

       Entity                 Nature of Claim      Claim Amount
       ------                 ---------------      ------------
Tyco Electronics              Trade debt           $7,989,000
P.O. Box 100985
Atlanta, GA 30384-0985
Tel: (717) 986-7273
Fax: (717) 986-5073
E-mail:
djslabin@tycoelectronics.com

Vulkor Inc.                   Trade debt           $5,228,000
621 Dana Street
Warren, OH 44483
Tel: (330) 527-2124
Fax: (330) 527-2123
E-mail:
dave_campbell@thermolink.com

Coleman Cable, Inc.           Trade debt           $4,049,000
P.O. Box 933091
Atlanta, GA 31193-3091
Tel: (574) 546-5115
Fax: (574) 546-6380
E-mail:
mfrigo@coleman-cable.com

Jabil Circuit (Guangzhou)     Trade debt           $2,117,000
Ltd

Molex Connector Corp.         Trade debt           $1,995,000

Southwire OEM Division        Trade debt           $1,984,000

Power & Signal Group          Trade debt             $868,000

JST Corporation Brokers       Trade debt             $615,000

Sager Electronics             Trade debt             $553,000

Therm-O Disc Inc.             Trade debt             $495,000

GE Industrial Systems         Trade debt             $472,000

Saturn Electronics            Trade debt             $449,000

Textape Inc.                  Trade debt             $444,000

TTI Inc.                      Trade debt             $438,000

Radix Wire Co.                Trade debt             $422,000

Anixter Inc.                  Trade debt             $408,000



Bourbon Plastics              Trade debt             $404,000

1USA S.A. De C.V.             Trade debt             $362,000

Honeywell Sensing &           Trade debt             $360,000
Control

RPI De Mexico S De RI         Trade debt             $331,000

Advanced Teck                 Trade debt             $306,000

Fortis Plastics Inc.          Trade debt             $286,000

Invensys Appliance            Trade debt             $269,000
Controls

ETCO Incorporated             Trade debt             $255,000

Grayline Inc.                 Trade debt             $224,000

Wako Electronics              Trade debt             $222,000

Force Electronics, Inc.       Trade debt             $200,000

Carlton-Bates Company         Trade debt             $162,000

Heyco Products                Trade debt             $147,000

CPX Inc.                      Trade debt             $136,000


EMPIRE RESORTS: Warns of Revenue Slide on NY OTB Bankruptcy
-----------------------------------------------------------
Empire Resorts, Inc., warned in a regulatory filing last week that
the filing by the New York City Off-Track Betting Corporation for
protection under Chapter 9 of the Bankruptcy Code could prevent
Empire Resorts from collecting on the receivables owed to the
Company by the NY OTB and cause a reduction in future revenue to
be received from NY OTB, which could have an adverse effect on the
Company's results of operations.

The NY OTB filed for protection under Chapter 9 on December 3,
2009.  Empire Resorts notes that the Chapter 9 reorganization may
allow the NY OTB to delay and potentially reduce payment of its
existing debts.  As a result of the NY OTB's Chapter 9
reorganization filing, an allowance for doubtful accounts has been
recorded for all such receivables deemed uncollectible by Empire
Resorts as of December 31, 2009.  In addition, NY OTB may seek to
reduce or eliminate certain payments that they are currently
required to pay to Empire Resorts, which, if reduced or
eliminated, would negatively impact Empire Resorts' results of
operations.

                           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.

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- currently owns and operates
Monticello Casino & Raceway, a video gaming machine and harness
racing track and casino located in Monticello, New York, 90 miles
northwest of New York City.

The Company's balance sheet as of December 31, 2009, showed $89.4
million in assets, $73.9 million of debts, and $15.5 million of
stockholders' equity.

Auditor Friedman LLP, in New York, said Empire Resorts' ability to
continue as a going concern depends on the Company's ability to
fulfill its obligations with respect to its $65 million of 5-1/2%
senior convertible notes.  Friedman also noted of the Company's
continuing net losses and negative cash flows from operating
activities.


EROOMSYSTEM TECHNOLOGIES: Posts $137,649 Net Loss in 2009
---------------------------------------------------------
eRoomSystem Technologies, Inc., filed its annual report on
Form 10-K, showing a net loss of $137,649 on $791,681 of revenue
for 2009, compared with net income of $72,231 on $912,755 of
revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$3,091,896 in assets, $121,681 of debts, and $2,970,215 of
stockholders' equity.

The Company is not anticipating increasing revenue.  The Company
suffered a net loss of $137,649 in 2009 and there is no assurance
that the Company will be profitable in 2010.  This raises
substantial doubt about the Company's ability to continue as a
going concern.

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

                  http://researcharchives.com/t/s?5d29

Lakewood, N.J.-based eRoomSystem Technologies, Inc. provides
innovative in-room amenities to the lodging industry.  The Company
has developed and introduced to the lodging industry an
intelligent, in-room computerized platform and communications
network, or the eRoomSystem.  The Company has deployed over 10,000
eRoomServ refreshment centers, and over 6,000 eRoomSafes at over
30 hotel properties.  In addition the Company operates roughly
2,000 KoolTech refreshment centers purchased from Cardinal Pointe
Capital.


ESCADA AG: Begins Filing Omnibus Claims Objection
-------------------------------------------------
In its first omnibus claims objection, EUSA Liquidation, Inc.,
formerly known as Escada (USA) Inc., asks the U.S. Bankruptcy
Court to expunge:

  (1) Claim Nos. 383, 382, 357, 356, 222, 164, 16, 96, 46, 99
      and 299, aggregating $962,776, plus unliquidated amounts
      because they are duplicative of previously filed proofs of
      claim;

  (2) Claim Nos. 74, 342, 350, 40, 13, 328, 359, 61, 1, 45, 207,
      41, 32, 52, 59 and 60, aggregating $15,177,463, plus
      unliquidated amounts because they have been amended and
      superseded by other proofs of claim; and

  (3) Claim Nos. 389, 360, 318, 324, 352 and 348, aggregating
      $7,655, plus unliquidated amounts because they were filed
      after the Claims Bar Date.

                          About Escada AG

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

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

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

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


ESCADA AG: EUSA Files Chapter 11 Liquidation Plan
-------------------------------------------------
EUSA Liquidation, Inc., formerly known as Escada (USA) Inc., and
the Official Committee of Unsecured Creditors, as plan proponents,
submitted to the U.S. Bankruptcy Court for the Southern District
of New York a Joint Chapter 11 Plan of Liquidation and
accompanying Disclosure Statement dated March 26, 2010.

The overall purpose of the Plan is to provide for the wind down
and efficient liquidation of the Debtor in a manner designed to
maximize the recovery to all creditor, Christian D. Marques,
executive vice president, chief financial officer and treasurer
of Escada (USA) Inc., relates.

The Plan contemplates the establishment of a liquidating trust,
to be executed through a Liquidating Trust Agreement by the
Debtor and the Creditors' Committee.  The Liquidating Trust will
be established for the sole purpose of liquidating and
distributing the Trust Assets, in accordance with Section
301.7701-4(d) of the Treasury Regulation under the Internal
Revenue Service, with no objective to continue or engage in the
conduct of a trade or business.

The Trust Assets consist of any and all of the Debtor's and its
estate's right, title and interest in all property, as provided
under Section 541 of the Bankruptcy Code, including cash, rights
of set-off and recoupment, any and all proceeds, rents, products,
offspring, profits arising from or generated by such property
before or after the Effective Date of the Plan, and any other
remaining property of the Debtor and its estate.

All parties will treat the Liquidating Trust as a liquidating
trust for federal income tax purposes with Holders of Class 3
Claims as Liquidating Trust beneficiaries, grantors and owners of
the Liquidating Trust, as set forth under the Liquidating Trust
Agreement.

The Liquidating Trust will terminate no later than the third
anniversary of the Plan Effective Date.  Multiple extensions of
the term of the Liquidating Trust can be obtained so long as
Court approval is requested at least six months prior to the
expiration of each extended Term and provided that the aggregate
of all extensions will not exceed three years.  A liquidating
trustee will further cause the Liquidating Trust to be terminated
within three months after making the Final Distribution.

               Appointment of Liquidating Trustee

The Court order confirming the Plan will provide for the
appointment of Clingman & Hanger Management Associates, LLC, as
Liquidating Trustee, which will be the exclusive trustee of the
Trust Assets with the powers, authority and responsibilities
specified under the Liquidating Trust Agreement.  From and after
the Plan Effective Date, the Liquidating Trustee will (i) act for
the Debtor in the same fiduciary capacity as applicable to a
board of directors and officers, and (ii) be the sole
representative of, and will act for, the Debtor.

Accordingly, from and after the Plan Effective Date, the
Liquidating Trustee will make all Distributions contemplated
under the Plan and will have the exclusive right to settle or
compromise any disputed claim or estate actions, as defined under
the Liquidating Trust Agreement.

          Treatment of Claims and Equity Interests

Pursuant to Sections 1122 and 1123 of the Bankruptcy Code, proofs
of claim or interest asserted in the Debtor's case are classified
into these categories for the purpose of receiving distributions
pursuant to the Plan:

  Class       Description            Status      Voting Rights
  ------      -----------            ------      -------------
Unclassified  Administrative        Unimpaired   Deemed to
              Expense Claims and                 accept Plan
              Priority Tax
              Claims

1            Priority Non-Tax      Unimpaired   Deemed to
              Claims                             accept Plan

2            Miscellaneous         Unimpaired   Deemed to
              Secured Claims                     accept Plan

3            Unsecured Claims       Impaired    Entitled
                                                 to vote

4            Interests              Impaired    Deemed to
                                                 reject Plan

Each holder of an Unclassified Claims and Class 1 Claims will
receive either (i) cash, (ii) other less favorable treatment as
may be agreed upon in writing by the claimholder and the Debtor,
prior to the Plan Effective Date, and (iii) other treatment so
that the Claims will not be Impaired.

Each holder of Class 2 Claims will receive either (i) cash, (ii)
the property securing that Miscellaneous Secured Claim, with any
deficiency to result in an Allowed Unsecured Claim, (iii) other
treatment as may be agreed upon by the claimholder and the Debtor
prior to the Effective Date, or (iv) other treatment that the
Claim will not be Impaired.

Each Holder of Class 3 Claims will receive a Pro Rata Share of
Available Cash pursuant to the Plan and Liquidating Trust
Agreement.  Subsequent Distributions will be made pursuant to the
Liquidating Trust Agreement.  Any Distributions to Beneficial
Holders of the Allowed Note Guarantee Claim will be made solely
to the Indenture Trustee for further distribution by the
Indenture Trustee to or for the benefit of the Beneficial Holders
of the Allowed Note Guarantee Claim pursuant to the terms of the
Indenture.

Interests will be deemed canceled, annulled, extinguished and
voided on the Plan Effective Date, and holders of Interests will
not be entitled to any Distributions under the Plan.

Estimated recoveries for Unclassified Claims and Claims under
Classes 1 and 2 are estimated at 100%.  Recovery for Class 3
Claims is unknown, while Class 4 Claims will have 0% recovery.

Each Holder of an Administrative Expense Claim -- other than a
Professional Fee Claim -- including any claim for substantial
contribution, is required to file a proof of Administrative
Expense Claim by (i) March 31, 2010, for Administrative Expense
Claims arising on or after the Petition Date through and
including January 14, 2010, and (ii) 30 days after the Plan
Effective Date for Administrative Expense Claims arising on or
after January 15, 2010.

             Establishment of Accounts and Reserves

On the Effective Date, the Debtor or the Liquidating Trustee will
establish the General Disbursement Account and Reserves, which
will be interest-bearing accounts administered by the Liquidating
Trustee.

On the Effective Date, all of the Debtor's assets will be
transferred to the General Disbursement Account, from which the
Liquidating Trustee will fund:

  (i) the Administrative Claims Reserve with Cash in an amount
      sufficient to pay the full amount of all disputed
      Administrative Expense Claims, all Disputed Priority Tax
      Claims, all Disputed Priority Non-Tax Claims and all
      estimated unpaid Professional Fee Claims;

(ii) the Priority Claims Reserve in an amount necessary to fund
      payment of all Priority Tax Claims and Priority Non-Tax
      Claims outstanding as of the Effective Date; and

(iii) the Expense Reserve with Cash, totaling $400,000, to pay
      post-Effective Date costs, including costs necessary to
      effectuate the liquidation of the remaining assets of
      the Debtor, administering the Liquidating Trust, and
      funding any necessary or appropriate litigation against
      third parties, in accordance with the Plan.

On and after the Effective Date, any Distributions that would
otherwise be made to the holders of Disputed Unsecured Claims
will be transferred to the Disputed Unsecured Claims Reserve.

The Liquidating Trustee will be entitled to (i) hold and
administer the Disputed Claims Reserve, (ii) object to, settle or
otherwise resolve Disputed Claims, (iii) make Distributions to
Holders of Disputed Claims that subsequently become Allowed
Claims in accordance with the Plan, and (iv) distribute any
remaining assets of the Disputed Claims Reserve, after resolving
all Disputed Claims, to the Liquidating Trust Beneficiaries in
accordance with the Liquidating Trust Agreement and the Plan.

The Administrative Claims Reserve and the Disputed Unsecured
Claims Reserve will be terminated by the Liquidating Trustee when
all Disputed Claims have either become Allowed Claims or
Disallowed, and Distributions required been made in accordance
with the Plan.

                Payment of Professional Fees

Each professional who holds claims for compensation and
reimbursement of expenses pursuant to Sections 327, 328, 330,
331, 503(b) or 1103 of the Bankruptcy Code in connection with an
application made to the Court must (i) file their final fee
applications by no later than 60 days after the Plan Effective
Date or as may be fixed by the Court.  If allowed, the
Professional Fees must be paid in cash.  All Professional fees
and expenses incurred after the Plan Effective Date are not
subject to Court approval and will be paid in accordance with the
Plan.

Quarterly fees owed to the Office of the U.S. Trustee will be
paid when due prior to the Effective Date of the Plan.  The
Liquidating Trustee will continue to file reports to show the
calculation of fees for the Debtor's estate until the Chapter 11
case is closed under Section 350 of the Bankruptcy Code.

                      Executory Contracts

As of the Plan Effective Date, all executory contracts that exist
between the Debtor and any person and that have not previously
been assumed and assigned or rejected by the Debtor will be
deemed rejected pursuant to Section 365 of the Bankruptcy Code.
Proofs of Claim for damages allegedly arising from the Rejection
must be filed with the Court and served on the Liquidating
Trustee no later than 30 days after the Plan Effective Date.

The Debtor's (i) amended and restated employment agreement with
Christian D. Marques effective as of January 15, 2010, and the
(ii) the amended and restated cost-sharing agreement with Escada
US Subco LLC, as purchaser, in relation to Mr. Marques will not
be deemed rejected and will continue to be binding on the Debtor,
the Liquidating Trust and the Purchaser.

                     Officers and Directors

All officers and directors of the Debtor serving immediately
prior to the Effective Date, other than Christian D. Marques,
will be deemed to have been terminated or removed as of the Plan
Effective Date.  From and after the Effective Date, the
Liquidating Trustee will be deemed the sole shareholder and will
be appointed as the sole director and officer of the Debtor,
other than Mr. Marques.  The Liquidating Trustee will serve in
its capacity through the earlier of the date the Debtor is
dissolved in accordance with the Plan or the date that the
Liquidating Trustee resigns, is terminated or otherwise unable to
serve.

                     Cancellation of Notes

On the Effective Date, any notes, bonds, indentures, guarantees
or other instruments or documents evidencing or creating any
indebtedness or obligations of the Debtor will be cancelled and
extinguished as to the Debtor only.  The obligations of the
Debtor under any agreements, documents, indentures or
certificates of designation governing the Note Guarantee Claim
and any other notes, bonds, indentures, guarantees or other
instruments or documents evidencing or creating any indebtedness
or obligations of the Debtor that are Impaired under this Plan
will be discharged.  Interests will be canceled without any
conversion or Distribution.

                    Liquidation Analysis

The Debtor believes that larger Distributions will be available
to claimholders under the Plan than under a liquidation pursuant
to Chapter 7 of the Bankruptcy Code.  Moreover, conversion of the
Debtor's Chapter 11 case to Chapter 7 would replace the
Liquidating Trustee with a Chapter 7 trustee.  As a consequence,
the liquidation and completion of the Debtor's case would be
substantially disrupted because a Chapter 7 trustee would be
unfamiliar with the Debtor's case.

In addition, claimholders would bear the cost of educating the
Chapter 7 trustee, resulting in delays and reduced Distributions.
Furthermore, all fees of, and expenses incurred by, the Chapter 7
trustee and its professionals would have priority over all
Administrative Expense Claims and Unsecured Claims previously
incurred in the Debtor's case under Section 726(b) of the
Bankruptcy Code.

The Debtor has yet to file its Liquidation Analysis.

                  Closing of Chapter 11 Case

When all Disputed Claims Filed against the Debtor have become
Allowed Claims or have been Disallowed by Final Order, and all
remaining assets of the Debtor have been liquidated and converted
into cash, other than those assets abandoned by the Debtor, and
the Cash has been distributed in accordance with the Plan, the
Liquidating Trustee will file a certificate of completion of
Distributions with, and seek authority from, the Court to close
the Debtor's bankruptcy case.

The Court has fixed April 29, 2010, as the time and date for the
determination of persons who are entitled to receive a copy of
the Disclosure Statement and all of the related materials and to
vote whether to accept the Plan.

The Plan Proponents did not disclose a schedule on the hearing to
approve the Disclosure Statement.  The Proponents, however, noted
that upon requisite acceptances with respect to the Plan, they
intend to ask Judge Mary F. Walrath to schedule a hearing to
confirm the Plan "as soon as possible."

A full-text copy of the Liquidation Plan is available at no
charge at http://bankrupt.com/misc/Escada_LiquidationPlan.pdf

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

                        About Escada AG

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

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

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

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


EXTENDED STAY: Line Trust, et al., Want Copy of Examiner Report
---------------------------------------------------------------
Line Trust Corporation Ltd. and Deuce Properties Ltd. ask Judge
James Peck to direct Ralph Mabey, the Court-appointed bankruptcy
examiner in the Chapter 11 case of Extended Stay Inc., to serve
them a copy of the report on his investigation of the Debtors.

The Examiner earlier filed under seal a report of his
investigation into what caused the collapse of the Debtors.

The sealing of the Examiner Report, however, is temporary.  The
document is expected to be published and to be made accessible to
the public when the parties the Examiner interviewed during the
investigation would be convinced to give up their right to
confidentiality.

Stephen Meister, Esq., at Meister Seelig & Fein LLP, in New York
-- sbm@msf-law.com -- says there is no reason why Line Trust and
Deuce Properties should not be allowed to access the Report as
they are not business competitors of the Debtors.

"The majority of material turned over to the [E]xaminer concerns
facts that occurred long ago, so much of the information
contained therein would be outdated," Mr. Meister says in court
papers.

Mr. Meister further says that the report must be examined in
light of the filing of the Debtors' Amended Chapter 11 Plan,
which provides for the release of insiders and others of
"potentially material causes of action without consideration."
He maintains that a review of the Report is necessary before his
clients and other concerned parties can decide on how to cast
their votes on the Plan.

The Court will hold a hearing on April 22, 2010, to consider
approval of the request.  Deadline for filing objections is
April 15.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Gets Approval of HFI-Homestead Village Deal
----------------------------------------------------------
Extended Stay Inc. and its affiliated debtors obtained approval
from ask the U.S. Bankruptcy Court for the Southern District of
New York of an agreement between Debtor Homestead Village LLC and
HFI Acquisitions Company LLC.

The deal, if approved, would release Homestead Village from
claims which stem from a 1999 guaranty it entered into with HFI.
The guaranty was executed in connection with another contract,
which authorized HVI(2) LLC, a unit of Homestead Village, to
lease 17 hotels owned by HFI.

The Debtors seek the approval of the HFI-Homestead deal in light
of HVI's failure to pay lease obligations for the HFI hotels
since August 2009, just a month after the Debtors filed for
bankruptcy protection.

"HVI(2) was not generating sufficient cash flow to service the
payments due under the lease agreement," says the Debtors'
attorney, Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP,
in New York.

Ms. Marcus says the deal would inure to the benefit of Homestead
Village and its creditors, pointing out that pursuant to the
terms of the 1999 guaranty, Homestead Village could be liable for
as much as $280 million in damage claims under the lease
contract.

Ms. Marcus further says that although the deal requires Homestead
Village to relinquish its interest in the $10 million deposit
that secures its obligations under the 1999 guaranty, the Debtors
don't believe Homestead Village would recover the deposit even
without the deal.

"There is no question that HVI(2) does not have the wherewithal
to meet its obligations under the lease agreement or that
Homestead is the guarantor of those obligations," Ms. Marcus
points out in court papers.

"Homestead Village has possession of the guarantor deposit which
was transferred to HFI well outside any applicable preference
period," Ms. Marcus says.  "Even if no release were provided, the
guarantor deposit would not inure to the benefit of Homestead
Village."

The deal has been formalized in a 3-page agreement, a copy of
which is available at:

        http://bankrupt.com/misc/ESI_HFI-Homesteaddeal.pdf

In connection with the HFI-Homestead deal, the Debtors also urge
the Court to authorize Homestead Village to (i) terminate its
trademark license agreement with HFI without incurring additional
obligations, and (ii) execute a new license agreement.

Under the new Trademark License Agreement, Homestead Village will
receive annual payment of fees equal to 1% of the gross operating
revenues of the leased hotels for the use of the service mark.  A
full-text copy of the License Agreement is available without
charge at:

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

The fee represents an improvement over the prepetition
arrangement pursuant to which HFI did not pay Homestead Village
any fee on account of trademarks licensed to HFI, Ms. Marcus
says.  She avers that the new License Agreement represents "an
opportunity for Homestead to reap further economic benefits from
its intellectual property."

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent. Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EYE CARE: S&P Withdraws 'B+' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
corporate credit rating on Eye Care Centers of America Inc. at the
company's request.  This action follows ECCA's parent, HVHC Inc.,
completing a refinancing transaction by entering into a new credit
agreement.  A portion of the proceeds of the initial borrowings
under the credit agreement were used to refinance HVHC and its
subsidiaries outstanding debt, including redeeming ECCA's 10.75%
senior subordinated notes due 2015 and satisfied all obligations
under ECCA's credit agreement, dated March 5, 2005, which included
a $165 million term loan B due March 1, 2012.

Ratings List:

                         Not Rated Action

                 Eye Care Centers of America Inc.

                                         To          From
                                         --          ----
     Corporate credit rating             NR          B+/Stable
     Senior secured debt                 NR          BB
      Recovery rating                    NR          1
    Subordinated debt                    NR          B-
      Recovery rating                    NR          5


FGI HOLDING: S&P Assigns 'B-' Rating on $200 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned FGI Holding Company
Inc.'s proposed offering of $200 million senior holding company
pay-in-kind notes due 2015 its issue-level rating of 'B-' (two
notches lower than the 'B+' corporate credit rating on the
company).  S&P also assigned this debt a recovery rating of '6',
indicating its expectation of modest (0% to 10%) recovery for
noteholders in the event of a payment default.  Interest on the
notes is payable either (1) entirely in cash or (2) 50% in cash
and 50% PIK.  If the credit agreement at the operating company
level does not permit the distribution of cash to pay for the cash
portion of interest, the interest on the notes will be PIK at a
higher rate.  Freedom plans to use proceeds from the transaction
to redeem a significant portion of its existing 10% series A PIK
preferred equity and pay related fees and expenses.  The preferred
equity had a liquidation balance of $238.2 million at Dec. 31,
2009.

Existing ratings on the company, including the 'B+' corporate
credit rating, were affirmed.  The rating outlook is stable.

"The 'B+' corporate credit rating on Madison, N.C.-based Freedom
Group Inc. reflects S&P's concern about the company's
vulnerability to changes in regulation, its aggressive acquisition
strategy, and significant susceptibility of profitability to
fluctuating commodity prices," said Standard & Poor's credit
analyst Hal Diamond.  "Freedom Group's good positions in the
highly competitive hunting and shooting sports product market and
well-known brands, notably Remington, are modest positive
considerations that minimally temper these concerns."

S&P assumes that the company will use approximately $12.5 million
of cash on hand along with proceeds from the notes offering to
redeem a significant portion of the PIK preferred equity and to
pay fees and expenses.  The 10% series A PIK preferred equity had
a liquidation value of $238.2 million at Dec. 31, 2009.  Pro forma
for the proposed transaction, including the company's remaining
$25.7 million of preferred stock, debt to EBITDA (adjusted for
leases and pension obligations) was moderate, at 3.0x for the
fiscal year ended Dec. 31, 2009.  Unadjusted debt to EBITDA was
2.6x.  Pro forma EBITDA coverage of interest and PIK dividends on
preferred stock was 2.3x, while unadjusted coverage of total
interest expense was 3.1x.  S&P expects that EBITDA coverage of
interest will decline in 2010 from lower EBITDA.  S&P believes
2.0x EBITDA coverage of interest is still appropriate for the
rating, but S&P could revise the outlook to negative if this
metric declines further due to lower profitability.

The company generated good discretionary cash flow for the fiscal
year ended Dec. 31, 2009, up more than 3 times the amount
generated in 2008.  Conversion of EBITDA into discretionary cash
flow was roughly 59% in 2009, benefiting from good inventory
control and effective management of customer payment terms.


FINLAY ENTERPRISES: Eyes Liquidation with Creditors' Support
------------------------------------------------------------
Bankruptcy Law360 reports that Finlay Enterprises Inc. has filed a
liquidation plan that would provide full recovery for first- and
second-lien lenders and partial recovery for third-lien lenders
and general unsecured creditors, all of which support the plan.

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

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

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


FONTAINEBLEAU LV: Amends Schedules of Assets & Liabilities
----------------------------------------------------------
Fontainebleau Las Vegas, LLC, delivered to the Court their amended
Schedules of Assets and Liabilities on March 9, 2010, to reflect
amendments to Schedules B2, B3, B5, B16, B28 and B29, Schedule D,
Schedule E, and Schedule F.

According to the Debtor, the Amended:

  * Schedule B2 posted a $191,916,782 total balance compared to
    the previously reported total balance of $191,902,988, due
    to updates in the balances for bank accounts Bank of
    America - 1233055973 and Bank of America - 0049-6833-2450.

  * Schedule B3 posted a $16,998,891 total deposit amount
    compared to the previously reported total deposit amount of
    $15,481,446.

  * Schedule B5 posted a $4,523,906 total net book value
    compared to the previously reported total net book
    value of $11,487,668, due to updates in the net
    book value of the paintings and sculptures.

  * Schedule B16 posted a $48,844,459 accounts receivable from
    Fontainebleau Las Vegas Retail, LLC compared to the
    previously reported accounts receivable of $134,263,464.

  * Schedule B28 posted a total net book value of $3,479,170
    compared to the previously reported total net book value of
    $2,471,829, due to updated net book values of certain of the
    equipments reported under Schedule B28.

  * Schedule B29 posted a total net book value of $142,634,716
    compared to the previously reported total net book value of
    $120,483,993, due to updated net book value of certain
    machineries and fixtures reported under Schedule B29.

  * Schedule D posted a $2,127,786,171 total claim compared to
    the previously reported total claim of $2,124,537,064.

  * Schedule E posted a $159,961 total claim compared to the
    previously reported total claim of $158,828.

  * Schedule F posted a $36,468,648 total claim compared to the
    previously reported total claim of $41,251,834.

Accordingly, the Amended Schedules posted total Assets of
$408,397,925 compared to the previously reported Assets of
$469,794,286, and total Liabilities of $2,164,414,781 compared to
the previously reported Liabilities of $2,165,954,402.

A full-text copy of the March 9 Amended Schedules is available for
free at http://bankrupt.com/misc/FB_FLVLLCAmendedSALs.pdf

              Second Amended Schedules Filed

Fontainebleau Las Vegas, LLC, further delivered to the Court
amended Schedules of Assets and Liabilities on March 26, 2010.

The March 26 Amendment provides for the amendment of Schedule B3
and Schedule F.

The March 26 Amended Schedule B3 posted a $17,361,993 total
deposit amount compared to the $16,998,891 total deposit amount
reported on the March 9 Amended Schedule.  The Debtor says that
the deposit amount for DWI Holdings, Inc., has been updated.

The March 26 Amended Schedule F posted a $37,861,569 total claim
compared to the $36,468,648 total claim reported on the March 9
Amended Schedule.  The Debtor says the total claim amount of DWI
Holdings Inc. has been updated.  Moreover, claim amount of
Turnberry Residential Limited Partnership has been paid in full.

Accordingly, the March 26 Amended Schedules posted total Assets of
$408,761,028 compared to the $408,397,925 total Assets reported on
the March 9 Amended Schedules.  The March 26 Amended Schedules
also posted total Liabilities of $2,165,807,702 compared to the
$2,164,414,781 total Liabilities reported on the March 9 Amended
Schedules.

A full-text copy of the March 26 Amended Schedules is available
for free at http://bankrupt.com/misc/FB_FLCLLCAmendedSALs326.pdf

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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


FONTAINEBLEAU LV: Bilzin Charges $237,000 for June-September
------------------------------------------------------------
Professionals retained in Fontainebleau Las Vegas Holdings LLC's
bankruptcy cases filed interim applications for the allowance of
fees and expenses incurred for the period from June 9, 2009
through January 31, 2010:

A. Debtors

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
Bilzin Sumberg Baena          06/09/2009-   $237,015       $0
Price & Axelrod LLP           09/30/2009

Jeffrey R. Truitt (of XRoads  10/16/2009-    $39,143     ($716)
Solutions Group, LLC)         01/31/2010

GrayRobinson, P.A.            11/01/2009-    $20,293      $386
                               01/31/2010

Strutman, Treister &          10/06/2009-   $150,777   ($4,107)
Glatt, P.C.                   01/31/2010

Buchanan Ingersoll &          06/09/2009-    $47,277       $0
Rooney PC                     09/60/2009

The Court will convene a hearing on the Fee Applications of
Jeffrey R. Truitt, GrayRobinson, P.A., and Strutman, Treister &
Glatt, P.C. on April 1, 2010 at 03:00 p.m.

The retained professionals also filed interim applications for the
allowance of fees and expenses incurred for the period from
October 1, 2009, through February 28, 2010:

A. Debtors

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
Buchanan Ingersoll &          10/01/2009-    $17,132        $0
Rooney PC                     01/31/2010

Kasowitz, Benson, Torres &    10/01/2009-    $86,638        $0
Friedman LLP                  01/31/2010

Bilzin Sumberg Baena          10/01/2009-   $451,115        $0
Price & Axelrod LLP           01/31/2010

Paul J. Battista, Esq. and    11/01/2009-   $106,331    $3,598
Genovese, Joblove &           02/28/2010
Battista, P.A.

B. Official Committee of Unsecured Creditors

Professional                    Period        Fees     Expenses
------------                    ------        ----     --------
Michael J. Viscount, Jr.,     11/01/2009-    $62,923    $1,079
and Fox Rothschild LLP        02/28/2010

The Court will convene a hearing to consider the Fee Applications
on April 1, 2010 at 03:00 p.m.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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


FONTAINEBLEAU LV: Gets Final Nod for Bilzin as Lead Counsel
-----------------------------------------------------------
Fontainebleau Las Vegas Retail Parent, LLC, Fontainebleau Las
Vegas Retail Mezzanine, LLC, and Fontainebleau Las Vegas Retail,
LLC, received final approval from the Bankruptcy Court to employ
Scott L. Baena, Esq., and the law firm of Bilzin Sumberg Baena
Price & Axelrod LLP as their general bankruptcy counsel, nunc pro
tunc to November 25, 2009.

The Retail Debtors also seek immediate entry of an interim order,
and entry of a final order on or after December 14, 2009,
approving their request.

Prior to commencement of the Resort Debtors' Chapter 11 cases,
the Retail Debtors sought the services of Bilzin Sumberg with
respect to, among other things, advice regarding restructuring
matters in general, and preparation for the potential
commencement and prosecution of chapter 11 cases on behalf of the
Retail Debtors.

Subject to further order of the Court, Bilzin Sumberg will
provide the Retail Debtors with various legal services relating
to the prosecution of the Chapter 11 cases.  Specifically, Bilzin
Sumberg will, without limitation:

  (a) advise the Retail Debtors with respect to their powers and
      duties as debtors and debtors-in-possession in the
      continued management and operation of their business and
      property;

  (b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

  (c) advise and consult on the conduct of the Chapter 11 cases,
      including all of the legal and administrative requirements
      of operating in Chapter 11;

  (d) advise and counsel the Retail Debtors in connection with
      any contemplated sales of assets or business combinations,
      including the negotiation of sales, stock purchase, merger
      or joint venture agreements, the formulation and
      implementation of bidding/auction procedures, the
      evaluation of competing offers, the drafting of
      appropriate corporate documents with respect to the
      proposed sales, and the closing of the sales;

  (e) advise and represent the Retail Debtors in connection with
      obtaining postpetition financing and making cash
      collateral arrangements, provide advice and counsel with
      respect to prepetition financing arrangements, and
      negotiate and draft related documents;

  (f) analyze (i) the Retail Debtors' unexpired leases and
      executory contracts and their assumption, rejection, or
      assignment, and (ii) the validity, enforceability,
      and priority of liens against the Retail Debtors' assets,
      and advise the Retail Debtors on related matters;

  (g) advise the Retail Debtors with respect to legal issues
      arising in or relating to the Retail Debtors' business
      operations, including attendance at senior management
      meetings, meetings with the Retail Debtors' investment
      bankers and financial advisors, and meetings of the
      Retail Debtors' board of managers;

  (h) take all necessary actions to protect and preserve the
      Retail Debtors' estates, including prosecuting actions on
      the Retail Debtors' behalf, defending any actions
      commenced against the Retail Debtors or their estates, and
      representing the Retail Debtors' interests in negotiations
      concerning litigation in which the Retail Debtors are or
      may be involved, including the formulation of and
      prosecution of objections to claims asserted against
      the Retail Debtors' estates;

  (i) prepare pleadings in connection with the Chapter 11
      cases on the Retail Debtors' behalf, including all
      motions, applications, responses, objections, orders,
      reports, and papers necessary to the administration of the
      Retail Debtors' estates;

  (j) negotiate and prepare on the Retail Debtors' behalf a
      chapter 11 plan of reorganization or liquidation,
      disclosure statement and all related agreements and
      documents, and take any necessary actions on behalf of the
      Retail Debtors to obtain confirmation of the plan;

  (k) attend meetings with third parties and participate in
      negotiations with respect to a chapter 11 plan of
      reorganization or liquidation;

  (l) appear before the Court, any appellate courts, and other
      form of appropriate jurisdiction to protect and represent
      the interests of the Retail Debtors' estates; and

  (m) perform all other necessary legal services and provide all
      other necessary legal advice to the Retail Debtors in
      connection with the Chapter 11 cases.

The Retail Debtors will pay and reimburse Bilzin Sumberg for fees
and out-of-pocket expenses incurred while rendering the services
in the Retail Debtors' cases.

Bilzin Sumberg's hourly rates are:

  Billing Category              Range
  ----------------              -----
  Partners                   $370 - $700
  Of Counsel                 $375 - $510
  Associates                 $225 - $365
  Paraprofessionals          $190 - $205

Scott L. Baena, Jay M. Sakalo, and Jason Z. Jones, are presently
expected to have significant involvement on behalf of the Retail
Debtors.  In addition, as necessary, other Bilzin Sumberg
professionals and paraprofessionals will provide services to the
Retail Debtors.

Before the Petition Date, Bilzin Sumberg provided legal services
to the Retail Debtors in respect of restructuring advice.  On
November 25, 2009, Bilzin Sumberg received $53,173 for the
preparation of the Retail Debtors' Chapter 11 cases.  The Retail
Debtors do not owe Bilzin Sumberg any amount for legal services
rendered or costs incurred before the Retail Petition Date.

To ensure that Bilzin Sumberg does not hold a prepetition claim
against any of the Debtors so as to facilitate the firm's
representation of the Debtors in the Chapter 11 proceedings,
Bilzin Sumberg has written off $34,505 in prepetition fees.  The
terms of the engagement letter between the Retail Debtors and
Bilzin Sumberg expressly provide for a retainer in the amount of
$42,247 to be applied to fees and expenses of Bilzin Sumberg in
the Chapter 11 cases on account of services to be provided to the
Retail Debtors.

Bilzin Sumberg and the Retail Debtors have agreed that Bilzin
Sumberg may withdraw as counsel to the Retail Debtors if these
events occur:

  (a) if any of the Debtors' Chapter 11 cases are converted to
      cases under Chapter 7,

  (b) if a Chapter 11 trustee is appointed,

  (c) if the venue of the cases is transferred to a district
      outside the State of Florida,

  (d) if an order is entered directing the disgorgement of any
      payments made to Bilzin Sumberg in respect of fees, or

  (e) if a conflict of interest arises among the Resort Debtors
      and the Retail Debtors.

In the event of any conflict of interest between the Resort
Debtors and the Retail Debtors, Bilzin Sumberg will represent the
Resort Debtors.

Scott L. Baena, Esq., a partner at Bilzin Sumberg Baena Price &
Axelrod, LLP, assures the Court that: (a) Bilzin Sumberg is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, as required by Section 327(a) of the
Bankruptcy Code; (b) Bilzin Sumberg does not hold or represent
any interest adverse to the Retail Debtors' estates; and (c)
Bilzin Sumberg has no connection to the Retail Debtors, their
affiliates, their creditors, the U.S. Trustee, any person
employed in the office of the U.S. Trustee, or any other party-
in-interest, or their attorneys and accountants.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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


FREDDIE MAC: Extends $150-Mil. Secured Loan to Behringer Harvard
----------------------------------------------------------------
Behringer Harvard said Wednesday it recently closed a $150 million
Freddie Mac secured credit facility for Behringer Harvard
Multifamily REIT I, Inc.  The credit arrangement will help
facilitate the ongoing acquisitions, capital improvement and
general corporate activities of the REIT.

"This credit facility puts Multifamily REIT I in a strong position
to continue pursuing its strategic goals for value creation for
its shareholders," said Mr. Mark Alfieri, Chief Operating Officer
of the REIT.

NorthMarq Capital, LLC served as seller and servicer for Freddie
Mac, which is the lender for the credit facility.  The term of the
facility is seven years.

"This facility will enable Multifamily REIT I to borrow funds as
we execute our business plan and add multifamily communities to
the collateral pool," said Mr. Andrew Bruce, Senior Vice President
of Debt Capital Markets for Behringer Harvard.  "We appreciate
this support from Freddie Mac and look forward to expanding our
strong relationship as we move forward."

The portfolio of Behringer Harvard Multifamily REIT I, Inc.
includes investments in 23 multifamily communities in 11 states
providing a total of 6,296 apartment homes.

                        About Freddie Mac

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

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

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


FORD MOTOR: UAW Trust to Sell Warrants in Public Offering
---------------------------------------------------------
Ford Motor Company said in a regulatory filing that the UAW
Retiree Medical Benefits Trust is offering to sell 362,391,305
warrants, each of which represents the right to purchase one share
of Ford common stock, par value $0.01 per share, at an exercise
price of $9.20 per share.

Ford and the Trust have entered into an underwriting agreement
with respect to the warrants being offered.  The underwriters have
severally agreed to purchase from the Trust certain number of
warrants.  Deutsche Bank Securities Inc. is the representative of
the underwriters.

     Underwriter                           Number of Warrants
     -----------                           ------------------
     Deutsche Bank Securities Inc.             226,494,567
     Goldman, Sachs & Co.                       67,948,370
     Barclays Capital Inc.                      11,324,728
     Merrill Lynch, Pierce,
        Fenner & Smith Incorporated             11,324,728
     Citigroup Global Markets Inc.              11,324,728
     J.P. Morgan Securities Inc.                11,324,728
     Morgan Stanley & Co. Incorporated          11,324,728
     RBS Securities Inc.                        11,324,728
                                           ------------------
          Total                                362,391,305

The underwriters plan to offer the warrants for sale pursuant to
an auction process.

According to Ford, the Trust will realize total proceeds, before
expenses, of $1,775,717,394.50.  Ford will not receive any of the
proceeds from the sale of the warrants being sold by the Trust.
The warrants expire on January 1, 2013.

Warrants sold to the public will be sold at the clearing price
determined through that auction process.  During the auction
period, bids may be placed at any price (in increments of $0.10)
at or above the minimum bid price of $3.50 per warrant.  The
minimum size for any bid is 1,000 warrants.  The offering of the
warrants by the underwriters is subject to receipt and acceptance
and subject to the underwriters' right to reject any order in
whole or in part.  Ford may bid, but is not required to, in the
auction for some or all of the warrants.

Prior to this offering, there has been no public market for the
warrants.  The warrants have been approved for listing on the New
York Stock Exchange under the symbol "F WS."  Ford common stock is
listed on the NYSE under the symbol "F."  On March 30, 2010, the
last reported sale price of our common stock on the NYSE was
$13.28 per share.

A full-text copy of Ford's prospectus is available at no charge at
http://ResearchArchives.com/t/s?5d4c

                         About Ford Motor

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

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

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

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

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


FORD MOTOR: To Release March 2010 Sales Report Today
----------------------------------------------------
Ford Motor Company expects to announce U.S. sales for the month of
March 2010 on April 1, 2010.  Ford presently expects that U.S.
sales of Ford, Lincoln and Mercury brand vehicles in March 2010
will be higher than in March 2009 by a percentage amount that is
consistent with the year-over-year percentage increases in sales
Ford has experienced in the last few months.

"March is not yet complete, and our sales estimate is therefore
preliminary, based on information available to us as of this date
and subject to change," Louis J. Ghilardi, Ford Assistant
Secretary, said in a regulatory filing.

                         About Ford Motor

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

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

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

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

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


FORD MOTOR: To Prepay $3-Bil. of JPMorgan Loan on Tuesday
---------------------------------------------------------
Ford Motor Company Assistant Secretary Louis J. Ghilardi said in a
regulatory filing, that in light of the improved state of the
capital markets and global economic conditions, Ford has notified
JPMorgan Chase Bank, N.A., as administrative agent under its
amended and restated credit agreement, that Ford will prepay
$3 billion of revolving loans on April 6, 2010.  He said the
amounts will remain available for borrowing as the commitments of
the revolving lenders will not be reduced.

Mr. Ghilardi said that due to concerns about instability in the
capital markets and the uncertain state of the global economy, on
February 3, 2009, Ford borrowed all available committed loans
under its senior secured revolving credit facility to ensure
access to these funds.  At December 31, 2009, Ford's revolving
credit facility totaled $8.1 billion, of which $7.9 billion was
utilized (including $418 million to support letters of credit).

                         About Ford Motor

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

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

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

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

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


FREEDOM GROUP: Moody's Assigns 'B3' Rating on $200 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Freedom Group,
Inc.'s $200 million PIK Holdco notes.  At the same time, Moody's
upgraded Freedom Group's $275 million senior secured notes to Ba3
from B2, but affirmed its B1 corporate family rating, B1
probability of default rating and its SGL 2 speculative grade
liquidity rating.  The ratings outlook is stable.

Proceeds from the new notes together with existing cash will be
used to redeem $200 million of preferred stock, all of which is
held by its financial sponsors, Cerberus.  Moody's expects that
all of the Holdco notes will be repaid from proceeds from a
possible future initial public offering.

"Despite the debt funded shareholder return, Moody's affirmed
Freedom's B1 corporate family rating as the initial rating, which
was assigned in July 2009, incorporated the possibility of this
type of transaction occurring," said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service.  The rating also reflects
Moody's expectation of reduced earnings in the near term as demand
for certain firearms is expected to recede from its 2009 level.
However, in spite of this belief and higher debt levels, Freedom
Group is still expected to maintain credit metrics consistent with
a B1 consumer durable company, although it is more weakly
positioned in its rating category.  For example, in 2010 adjusted
financial leverage will likely be around 4x, operating margins are
expected to be in the low teens and retained cash flow to adjusted
debt in the mid teens.

The two notch upgrade in the secured notes to Ba3 reflect the
change in the company's capital structure from an additional
$200 million of junior capital which provides for more cushion of
the senior obligations in the event of default.  Please note that
preferred equity is not considered when determining notching for
instrument ratings.

The B3 rating on the senior Holdco PIK notes reflects a B1
probability-of-default rating and an LGD 5.  The B3 rating also
reflects the Holdco notes junior position in the capital
structure, lack of any operating cany guarantees and no security.
The notes are expected to have a 5.5 year tenure and interest will
be half PIK and half cash pay.

Rating/assessment assigned:

* $200 million Holdco PIK Notes at B3 (LGD 5, 87%);

Rating upgraded/assessment revised:

* $275 million senior secured notes to Ba3 (LGD 3, 41%) from B2
  (LGD 4, 62%);

Ratings affirmed:

* Corporate family rating at B1;
* Probability of default rating at B1; and
* Speculative grade liquidity rating at SGL 2

The last rating action was on October 27, 2009, where Moody's
rated the secured notes B2.

Freedom Group, headquartered in Madison, North Carolina, is a
supplier of firearms, ammunition and related products with leading
market positions across its major product categories.  The company
designs, manufactures and markets a broad product line which
services the hunting, shooting sports, law enforcement and
military end-markets under recognized brands including Remington,
Marlin, Bushmaster, and DPMS/Panther Arms, among others.  For the
year ended December 31, 2009, net sales approximated $850 million.


GENCORP INC: To Reinstate 401(k) Employer Matching Component
------------------------------------------------------------
Kathleen E. Redd, Vice President, Chief Financial Officer and
Secretary at GenCorp Inc., said in a regulatory filing that
effective the first full payroll commencing in July 2010, for non-
bargaining unit employees, the employer matching component
relating to the GenCorp Inc. 401(k) retirement savings plan will
be reinstated.  According to Ms. Redd, the Company has
historically matched in the form of Company stock, employee
contributions dollar-for-dollar up to the first 3% of an
employee's contributions and 50 cents per dollar for the next 3%
of an employee's contributions, subject to all federal tax rules
applicable for 401(k) plans.  The Company will contribute the
reinstated match in cash.  The cost of the 401(k) Plan match for
the remainder of fiscal 2010 related to this reinstatement is
approximately $5 million.

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.

The Company's balance sheet as of February 28, 2010, showed
$1.019 billion in assets, $1.287 billion of debts, and
$5.5 million of redeemable common stock, for a stockholders'
deficit of $273.5 million.

                           *     *     *

On March 26, 2010, Moody's Investors Service upgraded both GenCorp
Inc.'s 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.

On January, 22, 2010, Standard & Poor's Ratings Services raised
its ratings of GenCorp Inc. to B- from CCC+ and removed all
ratings from CreditWatch.


GENCORP INC: Board OKs Annual Base Salaries, Targets for 3 Execs
----------------------------------------------------------------
The Board of Directors of GenCorp Inc., previously approved,
subject to shareholder approval, certain amendments to the GenCorp
2009 Equity and Performance Incentive Plan that would increase the
number of shares authorized and reserved for issuance thereunder
by 1,500,000 shares and increase the maximum individual award
limits set forth therein.  At the Company's Annual Meeting of
Shareholders held on March 24, 2010, the Company's shareholders
approved these amendments to the 2009 Plan.

On March 24, 2010, the Board approved annual base salaries for
certain of its Named Executive Officers and set target percentages
of base salary that the Named Executive Officers could earn if all
of their performance measures were met at the (100%) target
levels:

     Named                                  Annual
     Executive                              Base      Incentive
     Officer                Title           Salary    Target
     ---------              -----           ------    ---------
     Kathleen E. Redd    Vice President,    $336,000      50%
                         CFO and Secretary

     Chris W. Conley     Vice President,    $224,900      50%
                         Environmental,
                         Health and Safety

     Robert E. Shenton   Vice President     $256,700      50%
                         and Chief Operating
                         Officer of Aerojet-
                         General Corporation

Also at the Shareholders Meeting, shareholders:

     -- elected eight directors to the Board to serve until the
        2011 annual meeting of shareholders and until their
        successors have been duly elected and qualified.

     -- approved the amendment to the Company's Amended Articles
        of Incorporation to restrict certain transfers of the
        Company's common stock to preserve the value of certain
        tax assets associated with net operating loss
        carryforwards under Section 382 of the Internal Revenue
        Code.

     -- approved certain amendments to the 2009 Plan to increase
        the number of shares authorized and reserved for issuance
        thereunder by 1,500,000 shares and increase the maximum
        individual award limits set forth therein.

     -- ratified the appointment of PricewaterhouseCoopers LLP as
        the independent registered public accounting firm of the
        Company for the fiscal year ending November 30, 2010.

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.

The Company's balance sheet as of February 28, 2010, showed
$1.019 billion in assets, $1.287 billion of debts, and
$5.5 million of redeemable common stock, for a stockholders'
deficit of $273.5 million.

                           *     *     *

On March 26, 2010, Moody's Investors Service upgraded both GenCorp
Inc.'s 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.

On January, 22, 2010, Standard & Poor's Ratings Services raised
its ratings of GenCorp Inc. to B- from CCC+ and removed all
ratings from CreditWatch.


GENERAL GROWTH: 27 More Affiliates Win Plan Confirmation
--------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York confirmed the Joint Plan of
Reorganization, and approved, on a final basis, the accompanying
Disclosure Statement as to 27 debtors on March 26, 2010.

The Plan Debtors subject to confirmation are:

* Birchwood Mall, LLC
* Cache Valle, LLC
* Colony Square Mall L.L.C.
* Fallen Timbers Shops, LLC
* GGP-Columbiana Trust
* GGP-Foothills L.L.C.
* Mall of the Bluffs, LLC
* Mayfair Mall, LLC
* Mondawmin Business Trust
* North Plains Mall, LLC
* North Town Mall, LLC
* Oakwood Hills Mall, LLC
* OM Borrower, LLC
* Owings Mills Limited Partnership
* Pierre Bossier Mall, LLC
* Pioneer Office Limited Partnership
* Pioneer Place Limited Partnership
* Price-ASG L.L.C.
* Rouse-Portland, LLC
* Sierra Vista Mall, LLC
* Silver Lake Mall, LLC
* Southwest Denver Land L.L.C.
* Southwest Plaza L.L.C.
* Spring Hill Mall L.L.C.
* The Rouse Company at Owings Mills, LLC
* Westwood Mall, LLC
* White Mountain Mall, LLC

Counsel to the Debtors, Anup Sathy, P.C., Esq., at Kirkland &
Ellis LLP, in New York -- anup.sathy@kirkland.com -- said at a
March 26, 2010 hearing that the confirmation of the Plan as to the
27 Debtors brings the total amount of restructured debt to about
$14 billion out of $15 billion, Tiffany Kary of Bloomberg News
discloses.

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

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

Before the final approval of the Disclosure Statement, the Debtors
submitted supplements to the Disclosure Statement on March 23,
2010, solely with respect to the 27 Plan Debtors.  The
supplemental exhibits are:

  (a) a chart of current organizational structure of the GGP
      Group as well as certain joint ventures in which the GGP
      Group holds ownership interests, available for free at:

       http://bankrupt.com/misc/ggp_mar23codedorgstructure.pdf

  (b) a chart showing corporate reorganization process of 25
      properties of the 27 Plan Debtors, available for free at:

        http://bankrupt.com/misc/ggp_25PropRestructuring.pdf

A full-text copy of the Disclosure Statement Sixth Supplement is
available for free at: http://bankrupt.com/misc/ggp_DS6thSupp.pdf

Also, before the confirmation of the Plan, Thomas H. Nolan, Jr.,
president and chief operating officer of GGP, filed with the Court
a declaration on March 25, 2010, in support of the confirmation of
the Plan with respect to the 27 Plan Debtors.

Mr. Nolan disclosed that the 27 Plan Debtors have reached an
agreement with the participants under a 2008 Loan Facility with
certain Secured Debt Holders to restructure $1.51 billion loan
secured by 24 properties.  He noted that the 27 Plan Debtors
agreed to terms that differ in certain respects from the terms of
the previously confirmed Plan for applicable Plan Debtors.  For
one, the interest rate for the Plan of the 27 Plan Debtors are
floating, while the earlier rates were fixed.  In addition, the
interest rate for the Plan as to the 27 Plan Debtors will be 325
basis points over LIBOR -- 100 basis points higher than the non-
default interest rate.  The loan's release price mechanism has
been modified to more easily facilitate the sale of certain
properties, he added.

However, the terms of the Plan as to the 27 Plan Debtors are
similar to the terms of the Plan as to the previously confirmed
Plan Debtors.  The Plan for the 27 Plan Debtors extends the Loan's
maturity date to July 11, 2016, and permits the 27 Plan Debtors to
continue using their existing cash management system.  The 27 Plan
Debtors also agreed, among others:

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

  (2) to increase amortization payments during the term of the
      Loan upon emergence; and

  (3) to set aside new "dark anchor" reserve amounts during the
      terms of the loans.

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

  -- it satisfies the classification requirements of Section
     1122 of the Bankruptcy Code;

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

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

  -- it was proposed in good faith as the result of
     collaborative efforts between the 27 Plan Debtors and
     the Secured Debt Holders; and

  -- the directors and officers of the reorganized 27 Plan
     Debtors comply with Section 1129(a)(5)(A)(ii) of the
     Bankruptcy Code.

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

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

               Updated Financial Projections

James A. Mesterharm, director of AlixPartners, LLP, as
restructuring advisor to the Debtors, filed with the Court a
declaration, as amended on March 25, 2010, appending an updated
version of the Debtors' financial projections.

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

A table showing GGP's 13 Months Cash Forecast is available for
free at http://bankrupt.com/misc/ggp_mar25cashforecast.pdf

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

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

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

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

Mr. Mesterharm further said that at the end of February 2010, the
Debtors had $520.1 million of cash on hand.  From March 2010
through the end of 2010, the Plan Debtors will incur another
$129.7 million of costs associated with their emergence from
bankruptcy and capital obligations under the Plan, including
funding real estate and other escrows and making catch-up
amortization payments on the Plan Debtors' secured property-level
loan and the paydown of certain mezzanine loan obligations, of
which $26.7 million is related to the Plan Debtors whose
confirmation hearing is scheduled for March 26, 2010, he noted.
The Plan Debtors will also incur $80.9 million by paying certain
prepetition amounts, he said.  As set forth in the Updated
Financial Projections, the Debtors will have more than sufficient
cash to cover these costs, he assured the Court.

In addition, on the earlier of the emergence of GGP and GGP
Limited Partnership -- "TopCo" -- from Chapter 11 or December
2010, the Plan Debtors will incur these additional obligations
under the Plan:

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

(b) a "vacant anchor" reserve equal to $2 per square foot
    reserve for total collateral gross leasable area but
    excluding out-parcels, currently estimated at $34 million.

The Plan Debtors expect to fund these costs from their cash flows
and, to the extent necessary, from GGP LP's centralized cash
management system.  By the end of December 2010, if TopCo has not
yet emerged from bankruptcy, GGP LP is projected to have an
available cash balance of $238.7 million after the Plan Debtors
have satisfied all emergence costs and funding requirements under
the Plan, Mr. Mesterharm added.

As part of the Disclosure Statement, the Plan Debtors estimate
that the emergence costs at about $554.79 million.  Of the
$554.79 million, $451.4 million is associated with the mortgage
and mezzanine debt restructuring, including extension fees,
servicer fees and expenses, catch-up amortization payments,
accrued interest, the funding of certain escrows and other
expenses.  A further $103.4 million is associated with
distributions related to prepetition claims against the Plan
Debtors.  The Plan Debtors are expected to fund these
restructuring costs and Plan distributions predominately from
funds generated by the Plan Debtors since the Petition Date, with
additional support from excess liquidity of GGP LP.

The project-level projections completed in August 2009 show that
the Plan Debtors will have cash flow exceeding the amounts
necessary to satisfy their principal and interest payments under
the restructured secured loans and all other cash needs through
2014, Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in
New York -- marcia.goldstein@weil.com -- counsel to the Debtors,
said.   The Plan Debtors' cash flow in 2010 is estimated to be
about $339.4 million less than their cash needs, due primarily to
(a) the $150 million pay-down of the secured debt on the Ala Moana
property as negotiated as part of the restructuring of that
entity's property level secured loan; and (b) the payment in 2010
of certain of the Emergence Costs and distributions relating to
prepetition claims.  GGP also has sufficient cash to fund the
Emergence Costs of the Plan Debtors as well as the estimated
$47.4 million shortfall in 2010, she related.

The Plan Debtors also submitted to the Court on March 23, 2010,
amended exhibits to their Plan.  The amended exhibits are:

  (1) property-specific Exhibit "B" with respect to the 27 Plan
      Debtors, available for free at:

       http://bankrupt.com/misc/ggp_27DebPropExhibitB.pdf

  (2) a list of contracts to be assumed under the Plan,
      available for free at:

       http://bankrupt.com/misc/ggp_mar23contractslist.pdf

  (3) a list of contracts that will expire, available for free
      at http://bankrupt.com/misc/ggp_mar23expiredcontracts.pdf

  (4) a list of officers who will serve the Plan Debtors after
      the effective date of the Plan, available for free at:

          http://bankrupt.com/misc/ggp_27DebOfficers.pdf

  (5) a list of disputed mechanics liens under the Plan,
      available for free at:

          http://bankrupt.com/misc/ggp_mar23dispmechliens.pdf

                    Plan Confirmation Rulings

Judge Gropper confirmed the Plan, as amended, and each of its
provisions under Section 1129 of the Bankruptcy Code.  Judge
Gropper averred that all rulings and orders contained in the
confirmation order dated December 15, 2009 are adopted as the
rulings and orders for this confirmation order dated March 26,
2010, with these exceptions:

  (a) Notwithstanding the December 15, 2009 confirmation order,
      the fees and expenses of the Plan Debtors' Secured Debt
      Holders will be treated as set forth in the Plan Debtors'
      Exhibit "B;"

  (b) Solely with respect to the Plan Debtors, a language in the
      December 15 confirmation order is replaced to state that
      third-party releases under the Plan are supported by
      consideration.  Specifically, the Plan Debtors are
      providing consideration by agreeing to pay in full all
      creditors; however, the Secured Debt Holders will be
      impaired.  The Secured Debt Holders are providing
      consideration by agreeing to a restructuring of their
      claims, by virtue of their agreement to an impaired
      status.  The GGP Group is providing consideration by
      providing continued centralized management services and
      funding distributions and post-emergence cash needs of the
      Plan Debtors, and furnishing certain guarantees.

  (c) Solely with respect to the Plan Debtors, a language of the
      December 15 Confirmation Order will be replaced to state
      that in the event that either the Secured Debtor Holders
      or the Plan Debtors, are prepared to consummate the
      transaction proposed in the Plan Debtors' Exhibit B prior
      to April 30, 2010, the party prepared to consummate that
      transaction will have the right to render the terms and
      conditions contained in the Plan Debtors' Exhibit B null
      and void after April 30, 2010.

  (d) Solely with respect to the Plan Debtors, a provision of
      the December 15 Confirmation Order will be replaced to
      state that in the event that any of the conditions
      specified in the Plan have not occurred or otherwise been
      waived with respect to any of the Plan Debtors:

      (1) this confirmation order will be vacated as to all Plan
          Debtors;

      (2) the Plan Debtors and all holders of Claims and
          Interests against the Plan Debtors will be restored to
          the status quo ante as of the day immediately
          preceding the Confirmation Date as though the
          Confirmation Date never occurred; and

      (3) the Plan Debtors' obligations with respect to those
          Claims and Interests will remain unchanged and nothing
          contained in this confirmation order will be
          constituted or be deemed a waiver or release of any
          Claims or Interests by or against the Plan Debtors or
          any other person or to prejudice in any manner the
          rights of the Plan Debtors or any Person in any
          further proceedings involving the Plan Debtors.

  (e) Notwithstanding the December 15 Confirmation Order, all
      amendments and modifications under the Plan will be
      subject to consent by the Plan Debtors' Secured Debt
      Holders.

In the event that there is an inconsistency between the March 26
Confirmation Order and the terms of the Plan Debtors' Exhibit B,
the terms of the Plan Debtors' Exhibit B will control, Judge
Gropper ruled.

By prior specific agreement with certain surety companies, Judge
Gropper affirmed that the provision with respect to surety bonds
under the Plan will apply to the 27 Plan Debtors.  The provision
states that unless specifically rejected by order of the
Bankruptcy Court, all of the Plan Debtors' surety bonds and any
related agreements, documents or instruments, will continue in
full force and effect.  Nothing contained in the Plan will
constitute or be deemed a waiver of any cause of action that the
Plan Debtors may hold against any entity, including the issuer of
the surety bond, under any of the Plan Debtors' surety bonds.

Moreover, all objections, responses, statements and comments in
opposition to the Plan, including those raised at the confirmation
hearings on December 15, 2009, December 22, 2009, January 20,
2010, February 16, 2010, March 3, 2010, March 18, 2010, and
March 26, 2010, other than those withdrawn with prejudice in their
entirety prior to the confirmation hearing on March 26, 2010 or
otherwise resolved on the December 15 confirmation hearing,
December 22 confirmation hearing, January 20 confirmation hearing,
the February 16 confirmation hearing, the March 3 confirmation
hearing, the March 18 confirmation hearing or March 26
confirmation hearing are overruled, Judge Gropper said.

                      Other Rulings

Judge Gropper acknowledged that before the Petition Date, in the
context of forbearance discussions, the Plan Debtors and certain
affiliated Debtors agreed to reimburse the agent under the 2008
Loan Facility's attorneys' fees, and in furtherance of that
agreement, the Debtor caused GGPLP, LLC caused a retainer for
$250,000 to be paid to the Agent's counsel, Riemer & Braunstein,
LLP; that retainer has been held in escrow by counsel to the
Agent, with a current balance of $250,000 plus accrued interest.

Judge Gropper also held that the Plan confirms that (i) each of
the Secured Debt Holders of the Plan Debtors is a member of the
same class under Sections 1126 and 1129 of the Bankruptcy Code,
(ii) for purposes of voting on the Plan only, for the Secured
Debt Holders, the voting requirements of Section 1126(c)
supersede the voting provision contained in the Loan Documents,
(iii) all Secured Debt Holders as members of a single class will
be bound by the vote of the class if approved based on the voting
requirements of Section 1126(c), and (iv) no Secured Debt Holder
will have any claim against the Agent or any other Secured Debt
Holder arising out of the voting or approval process, and
consummation of the Plan.

A full-text copy of the Confirmation Order dated March 26, 2010,
is available for free at:

        http://bankrupt.com/misc/ggp_Mar26ConfOrder.pdf

                        Voting Results

Travis K. Vandell, senior managing consultant at Kurtzman Carson
Consultants LLC, filed with the Court on March 25, 2010, a
supplemental tabulation of votes for the Joint Plan of
Reorganization with respect to 27 Plan Debtors.

About 327 creditors grouped as Class B holding a total of
$38,075,000,000 voted to accept the Plan.  Class B is the only
voting class under the Plan.

A full-text copy of the Tabulation Report is available for free
at http://bankrupt.com/misc/ggp_27PlanDebtorsVotingResults.pdf

                    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: Inks $2.625-Bil. Investment Pact with Brookfield
----------------------------------------------------------------
Brookfield Asset Management Inc. has signed a definitive agreement
with General Growth Properties, Inc., for a proposed
recapitalization of General Growth.  Brookfield, along with its
consortium partners, has agreed to invest $2.625 billion in equity
to fund General Growth's recapitalization as the cornerstone
investor for its plan of reorganization.

Investment Highlights

The plan will result in new General Growth emerging from
bankruptcy on a standalone basis with one of the largest premier
quality portfolios of retail shopping malls in the U.S. GGP will
own the highest quality assets of General Growth, with strong cash
flows, a restructured balance sheet, and predominantly long-term
non-recourse debt.  On emergence, existing shareholders will own
approximately 34% of GGP, which will:

-- be one of the largest, high quality publicly traded real
    estate entities in the U.S.;

-- have one of the largest equity market capitalizations in the
    REITindustry and indices;

-- be the second-largest retail shopping mall company in the
    U.S.;

-- have a prudently capitalized balance sheet, with no corporate
    debt, with the exception of a $1.5 billion newly structured
    corporate facility; and

-- have newly extended maturities on virtually all of its
    Property financings.

The stand-alone recapitalization plan agreed to with General
Growth provides an exceptional investment opportunity for existing
shareholders as compared to selling the company:

-- Given that General Growth has been in bankruptcy and has not
    had time to focus on operational enhancement, its cash flows
    are lower than comparable portfolios and its shares trade in
    the stock market at a valuation substantially lower than its
    peers.  As a result, the sale of General Growth at this time
    does not maximize value for existing shareholders.

-- In the stand-alone plan, GGP's share price should benefit from
    both multiple expansion in the short term and increased net
    operating income and cash flows over the longer term, as the
    business is refocused on operational improvements.

-- Furthermore, under the stand-alone plan, shareholders will own
    approximately 34% of GGP, but will also have the possibility
    that this percentage will be adjusted upward if $1.9 billion
    of additional capital is raised at higher share prices (with a
    corresponding reduction of the capital provided by Fairholme
    Capital and Pershing Square).

-- Alternatively, in a sale of the company, shareholders would
    receive either cash or securities of a competitor. For
    shareholders who desire cash, there is now a highly liquid
    market on the NYSE for sale of their shares which can readily
    satisfy this requirement.  For shareholders who wish to own
    competitors' securities, these shares are highly liquid and
    existing shareholders may own these by purchasing them in the
    stock market instead of trading their undervalued General
    Growth shares for these shares in a sale of the company.

Bruce Flatt, CEO of Brookfield said, "We believe this is one of
the great real estate value opportunities currently available in
the capital market.  GGP's high quality assets and substantial
scale as the second-largest regional mall owner presents all
shareholders with a compelling long-term investment opportunity."

                           The Plan

The Brookfield funding is the cornerstone investment in the
$8 billion being raised by General Growth that will enable it to
repay all creditors at par plus accrued interest.  In addition to
Brookfield's funding, General Growth has entered into definitive
agreements for equity commitments from Fairholme Capital and
Pershing Square of $2.8 billion and $1.1 billion respectively, and
with Brookfield's assistance, is finalizing the terms of a new
$1.5 billion corporate credit facility.  Following the
recapitalization, Brookfield expects to own approximately 26% of
GGP's equity, and will hold three of nine board seats in the
recapitalized GGP.

This plan, including the Agreement with Brookfield, is subject to
approval of the U.S. Bankruptcy Court following Court approval of
disclosure materials that will be distributed to General Growth
stakeholders.  Certain elements of the transaction will be put
before the Court before the end of April.  Under the terms of the
Agreement:

-- General Growth's unsecured creditors will receive a full
    recovery of par value plus accrued interest.

-- General Growth's existing shareholders will receive:

     -- one share of GGP common stock for each existing share
        held, representing in aggregate approximately 34% of the
        recapitalized company; and

     -- one share of General Growth Opportunities, a new
        company that will be spun out to shareholders and own
        certain assets, such as master-planned communities and
        landmark developments, for each existing share held,
        representing in aggregate approximately 86% of GGO, ]
        following the GGO rights offering described.

-- Brookfield and its consortium partners will invest
    $2.5 billion for 26% of the GGP common stock; and Fairholme
    Capital and Pershing Capital will invest $2.8 billion and
    $1.1 billion respectively, for 28% and 11%, respectively of
    GGP's common stock, subject to reduction to $1.9 billion in
    the event GGP is able to raise replacement equity capital on
    more favourable terms.

-- GGO will raise $250 million through a rights offering, at a
    price of $5.00 per share, with Brookfield backstopping
    $125 million of the offering, resulting in a 7% interest in
    GGO if the backstop is fully drawn.  Fairholme Capital and
    Pershing Square will backstop the other 50% of the rights
    offering.  Brookfield, Fairholme Capital and Pershing Square
    will each receive warrants in return for each of their
    investment commitments.

Brookfield has also agreed to provide the following to GGP after
emergence from bankruptcy:

--  provide office asset management services at no cost to the
    company;
-- provide master-planned community asset management assistance,
    Including installing a Brookfield executive as CEO of GGO, if
    requested by GGP;

-- assist in completing the $1.5 billion corporate credit
    facility for GGP;

-- substantially lock-up its share investment for a minimum
    period of 18 months; and

-- assist GGP generally in corporate finance matters, including
    Providing access to its global banking and capital
    relationships.

                    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: Court Orders Stay on J. Young's Claims
------------------------------------------------------
Judge Gropper of the United States Bankruptcy Court for the
Southern District of New York issued a memorandum of opinion and
order on General Growth Properties Inc.'s request to enforce the
automatic stay on James Young.

Judge Gropper says Mr. Young's direct claim in his class and
derivative complaint filed in the Circuit Court of Cook County,
Illinois is for damages against third parties for their own
individual actions.  Mr. Young asserted in the Complaint only
about actions the individual members of General Growth Properties,
Inc.'s board have taken on behalf of the Debtors, and the remedy
sought in the Complaint would force the Debtors to behave in a way
desired by Mr. Young by ordering them, for one, to "obtain a
transaction," Judge Gropper notes.  Thus, Mr. Young's Direct Claim
seeks to control the Debtors in their administration of their
estates as debtors-in-possession, Judge Gropper opines.

Judge Gropper further holds that a plaintiff cannot use judicial
processes outside of the bankruptcy court to interfere with the
administrative of a bankruptcy case.  In this context, the
Bankruptcy Code entrusts the administration of the Debtors'
Chapter 11 cases to the Debtors, with the participation of the
official committees and any other party-in-interest who wishes to
be heard, and subject to the control of the Bankruptcy Court,
Judge Gropper avers.  An action against the Board, whose members
act as officers of the court, implicates a doctrine under Barton
v. Barbour, 104 U.S. 126 (1881), which provides that a party must
first obtain leave of the bankruptcy court before it initiates an
action in another forum against a bankruptcy trustee or other
officer appointed by the bankruptcy court for acts done in the
officer's official capacity Judge Gropper says.

Similarly, Judge Gropper rules that Mr. Young's derivative claim
must also be stayed or dismissed because its commencement violated
Section 362 of the Bankruptcy Code.  Given the pleadings and the
hearing colloquy, it appears that Mr. Young is unfamiliar with the
bankruptcy process, and the Bankruptcy Court does not feel that
sanctions are appropriate or necessary at this point, Judge
Gropper finds.  However, if there is any further contemptuous
activity on Mr. Young's part, the Debtors may renew their request
for sanctions, Judge Gropper says.

For those reasons, Judge Gropper grants the Motion to Enforce.
The Complaint is barred by the automatic stay and must be stayed
or dismissed, Judge Gropper holds.  Judge Gropper however denies
the Debtors' request for sanctions against Mr. Young and his
counsel.

A full-text copy of the Memorandum of Opinion dated March 24,
2010, is available for free at:

        http://bankrupt.com/misc/ggp_Mar24MemoofOpinion.pdf

                         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: Won't File Annual Report On Time
------------------------------------------------
BankruptcyData.com reports that General Motors filed with the SEC
a FORM 12b-25, Notification of Late Filing.

The document states that the Company is unable to file its Annual
Report for the fiscal year ended December 31, 2009 by March 31,
2010, "as the Company is still finalizing its fresh-start
adjustments required by generally accepted accounting principles
relating to the assets acquired and liabilities assumed from
General Motors Corporation ('Old GM') in connection with Old GM's
sale of assets under Section 363 of the United States Bankruptcy
Code (the '363 Sale') prior to such date." Specifically, extra
time is required "[d]ue to the size of the Company, the global
application of fresh-start reporting and the associated
determination of the fair value of its assets and liabilities."

The filing further explains, "The Company was originally formed by
the United States Department of the Treasury in 2009 and the 2009
Form 10-K will include financial statements for the Company at and
for the period from July 10, 2009 (the date of completion of the
363 Sale) through December 31, 2009, and for no other periods for
the Company. Pursuant to an agreement with the SEC Staff, as
described in a no-action letter issued to Old GM by the SEC Staff
on July 9, 2009, regarding the Company's filing requirements and
those of Old GM, the 2009 Form 10-K will include financial
statements for Old GM (which operated the business of the Company
and is the Company's predecessor entity solely for accounting and
financial reporting purposes) at December 31, 2008, and for the
period from January 1, 2009, through July 9, 2009, and for the
years ended December 31, 2008 and 2007.  Because the Company is a
new reporting entity, our financial statements will not be
comparable to the financial statements of Old GM."

                       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)


GRANT FOREST: Georgia-Pacific to Acquire Firm
---------------------------------------------
Georgia-Pacific disclosed that the Canadian court overseeing the
Grant Forest Products Companies' Creditors Arrangement Act case
has approved Georgia-Pacific's acquisition of Grant's oriented
strand board (OSB) facility at Englehart, Ontario, the associated
facility at Earlton, Ontario, and OSB facilities at Allendale and
Clarendon, S.C.  In February, Georgia-Pacific received a letter
from the Canadian Competition Bureau indicating that it had
completed its review of the transaction and has found no
competitive risk, and last week the deal cleared United States
Federal Trade Commission (FTC) antitrust review.

"These assets are a strong strategic fit with our existing
facilities, and we're excited that we are moving further toward
completion of this important acquisition," said Mark Luetters,
president - Georgia-Pacific Wood Products.  "These are world-class
operations that will expand and enhance our market presence and
product offerings to better serve new and existing customers.  We
plan significant investments in the U.S. and Canadian plants to
build on the proud tradition of these facilities and the employees
who operate them."

The transaction is expected to close in the first half of 2010,
following Investment Canada and U.S. bankruptcy court approval.

                      About Georgia-Pacific

Headquartered at Atlanta, Georgia-Pacific is one of the world's
leading manufacturers and marketers of building products, tissue,
packaging, paper, cellulose and related chemicals.  The company
employs more than 40,000 people at more than 300 locations in
North America, South America and Europe.  Georgia-Pacific creates
long-term value by using resources efficiently to provide
innovative products and solutions that meet the needs of customers
and society, while operating in a manner that is environmentally
and socially responsible and economically sound.  The company has
long been among the nation's leading manufacturers and suppliers
of building products to lumber and building materials dealers and
large do-it-yourself warehouse retailers, with brands such as
Plytanium(R) plywood, DryPly(R) water repellent plywood, Ply-
Bead(R) panels and Wood I Beam(TM) and XJ 85(TM) joists offered by
Georgia-Pacific Wood Products LLC.  DensArmor Plus(R) interior
panels, DensGlass(R) Sheathing and ToughRock(R) drywall are
offered by Georgia-Pacific Gypsum LLC.  The familiar consumer
tissue brands of Georgia-Pacific Consumer Products LP include
Quilted Northern(R), Angel Soft(R), Brawny(R), Sparkle(R), Soft 'n
Gentle(R), Mardi Gras(R), So-Dri(R) and Vanity Fair(R).  Dixie
Consumer Products LLC, a Georgia-Pacific company, manufactures the
Dixie(R) brand of tabletop products.


GREGG GIORDANO: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gregg Samuel Giordano
        2403 Dakota Lakes Drive
        Herndon, VA 20171

Bankruptcy Case No.: 10-12456

Chapter 11 Petition Date: March 30, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Christopher L. Rogan, Esq.
                  RoganLawFirm, PLLC
                  30-D Catoctin Circle, S.E.
                  Leesburg, VA 20175
                  Tel: (703) 771-9191
                  Fax: (703) 771-9797
                  E-mail: crogan@roganfirm.com

Estimated Assets: $500,000 to $1,000,000

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

A list of the Company's 12 largest unsecured creditors is
available for free at http://bankrupt.com/misc/vaeb10-12456.pdf

The petition was signed by Mr. Giordano.


GLORIA JEANE HAULING: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Gloria Jeane Hauling & Hwy Rehab, Inc.
        8920 84th St. NE
        Arlington, WA 98223

Bankruptcy Case No.: 10-13507

Chapter 11 Petition Date: March 30, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Larry B Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union St, Suite 500
                  Seattle, WA 98101
                  Tel: 206-223-9595
                  E-mail: lbf@chutzpa.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/wawb10-13507.pdf

The petition was signed by Gloria Jeane Tonsgard, president.


HARBOR ASIA: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Harbor Asia Plaza, LLC
        14522 Goldenwest Street
        Westminster, CA 92683

Bankruptcy Case No.: 10-14012

Type of business: The Debtor is a single asset real estate entity.

Chapter 11 Petition Date: March 30, 2010

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Phu D. Nguyen, Esq.
                  10517 Garden Grove Boulevard
                  Garden Grove, CA 92843
                  Tel: (714)590-1700
                  Fax: (714)580-7868

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

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

A list of the Debtor's two largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/cacb10-14012.pdf


HEARTLAND PUBLICATIONS: Seeks July Extension to Decide on Leases
----------------------------------------------------------------
netDockets reports that Heartland Publications LLC and its
affiliates are asking the U.S. Bankruptcy Court for the District
of Delaware to extend its deadline to assume or reject unexpired
leases of nonresidential real property through and including
July 19, 2010.  The deadline is currently April 20, 2010.

netDockets notes that Heartland Publications filed its proposed
disclosure statement and plan of reorganization in early January
and the court approved the disclosure statement on February 25.
The hearing on confirmation of the plan of reorganization is
scheduled to begin on April 16, 2010.

netDockets also relates that Heartland last week filed notices of
its contracts and leases to be rejected or assumed pursuant to the
plan, which include proposed cure amounts for the contracts to be
assumed.

According to netDockets, despite that being after the scheduled
confirmation hearing and Heartland's acknowledgment that, "in all
likelihood, the Debtors will not in fact require the extension
requested" in its motion, Heartland is seeking a 90-day extension.

                  About Heartland Publications

Headquartered in Clinton, Connecticut, Heartland Publications, LLC
-- http://www.heartlandpublications.com/-- operates 50 paid-
circulation newspapers and numerous free or controlled
distribution products in Georgia, Kentucky, North and South
Carolina, Ohio, Oklahoma, Tennessee, Virginia and West Virginia.
The Company reaches more than 250,000 print subscribers each month
and many others via interactive Web sites.  The Company operates
50 paid-circulation newspapers and numerous free or controlled
distribution products in nine states.

Heartland Publications, LLC -- aka Macon County Times, et al. --
filed for Chapter 11 bankruptcy protection on December 21, 2009
(Bankr. D. Del. Case No. 09-14459).  Kenneth J. Enos, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
assist the Company in its restructuring effort.  Duff & Phelps,
Securities LLC is the Debtor's financial advisor.  Epiq Bankruptcy
Solutions is the Debtor's claims and notice agent.  As of
October 31, 2009, the Debtor has $134.3 million in assets and
$166.2 million in liabilities.


HILL-ROM HOLDINGS: Discloses Restructuring Actions
--------------------------------------------------
Hill-Rom disclosed the changes consistent with its on-going
efforts to improve its cost structure. The changes include the
elimination of approximately 160 positions throughout the company.

"These actions are being taken consistent with our commitment to
improve our operating margins and deliver enhanced value to our
shareholders," said John J. Greisch, president and CEO of Hill-
Rom.  "The organizational changes we are announcing today will
reduce our operating costs, simplify our business structure,
improve processes and increase the accountability of our customer-
facing employees to focus more closely on our customer needs."

At the same time, Greisch confirmed that the company will continue
to pursue its growth strategy, driven by increasing investments in
Research & Development and a focus on investing in revenue-
generating initiatives in markets throughout the world.

The company expects to incur a special charge associated with
these actions during the quarter ending March 31, 2010, of $4 to
$5 million, related primarily to severance benefits.  The full
year savings from these actions are estimated to be approximately
$16 million.  Details of the charge will be discussed on the
company's earnings call for the second quarter on May 5, 2010.

                         About Hill-Rom

Hill-Rom is a leading worldwide manufacturer and provider of
medical technologies and related services for the health care
industry, including patient support systems, safe mobility and
handling solutions, non-invasive therapeutic products for a
variety of acute and chronic medical conditions, medical equipment
rentals and information technology solutions.  Hill-Rom's
comprehensive product and service offerings are used by health
care providers across the health care continuum and around the
world in hospitals, extended care facilities and home care
settings to enhance the safety and quality of patient care.


HOLLEY PERFORMANCE: Wants More Time to Decide on 2 Leases
---------------------------------------------------------
Holley Performance Products Inc. is seeking an extension of the
deadline to assume or reject unexpired leases of nonresidential
real property.

netDockets says Holley Performance is party to only two unexpired
real property leases:

     -- An April 20, 2000 lease between Holley Performance, the
        City of Aberdeen, Mississippi, and the Fourth Supervisor's
        District of Monroe County, Mississippi covering property
        located in  Aberdeen, Mississippi; and

     -- An October 30, 2003 lease between Holley Performance and
        the predecessors in interest to Umberto Savone and Babette
        Beja for property located at 19302 S. Laurel Park Road,
        Rancho Dominguez, California

Holley's deadline to assume or reject its outstanding real
property leases is April 26, 2010.

netDockets says Holley said in court papers that the parties to
the Mississippi lease have consented to an extension through
May 13, 2010, and the parties to the California lease have
consented to an extension through July 1, 2010.  netDockets also
relates that the motion states that Holley is attempting to
renegotiate the terms of the Mississippi lease and intends to seek
rejection of the lease if an agreement is not reached on those
modifications.  The California lease expires on June 14, 2010, but
Holley has the option to extend the lease for up to six additional
months (three two-month extension options).

Holley Performance and its affiliates filed for Chapter 11 on
September 28, 2009 (Bankr. D. Del. Case No. 09-13333).  Pepper
Hamilton LLP represents the Debtors in their restructuring effort.
Ropes & Gray LLP is corporate counsel.  Epiq Bankruptcy Solutions
LLC serves as claims and notice agent.  The Debtors' cases have
been assigned to Judge Peter J. Walsh.  The petition says assets
and debts are between $100 million and $500 million.

Holley Performance returned to the bankruptcy court 19 months
after winning court approval of its last reorganization plan.


HORNE INTERNATIONAL: Stegman & Company Raises Going Concern Doubt
-----------------------------------------------------------------
On March 29, 2010, Horne International, Inc., filed its annual
report on Form 10-K for the year ended December 27, 2009.

Stegman & Company, in Baltimore, Md., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has experienced
continuing net losses for each of the last three years and as of
December 27, 2009, current liabilities exceeded current assets by
$601,000.

The Company reported a net loss of $337,000 on $4.7 million of
revenue for 2009, compared with a net loss of $6.1 million on
$4.9 million of revenue for 2008.

The Company's balance sheet as of December 27, 2009, showed
$3.2 million in assets and $3.6 million of debts, for a
stockholders' deficit of $418,000.

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

                  http://researcharchives.com/t/s?5d4a

Fairfax, Va.-based Horne International, Inc. is a technology and
technical engineering solutions company focused on two primary
target markets -- environment, energy, and their inter-
relationship to critical infrastructure.  The Company's service
areas encompass program engineering, technology, environment,
safety & health, acquisition services, public outreach, and
business process engineering to both commercial customers and to
the United States Government.


HYDROGENICS CORP: Posts $9.4 Million Net Loss in 2009
-----------------------------------------------------
Hydrogenics Corporation filed its annual report on Form 20-F,
showing a net loss of $9.4 million on $18.8 million of revenue for
the year ended December 31, 2009, compared to a net loss of
$14.3 million on $39.3 million of revenue for 2008.

The revenue decrease largely reflects longer order delivery times
and lower order intake in the Company's OnSite Generation business
unit, partially offset by higher revenues in the Power Systems
business unit.  The decrease in net loss primarily reflects a
$10.4 million gain in the fourth quarter of 2009 in connection
with the transaction with the trustees of Algonquin Power Income
Fund.

Cash and cash equivalents, restricted cash and short-term
investments were $11.0 million as of December 31, 2009, compared
to $22.7 million at December 31, 2008.

The Company's balance sheet as of December 31, 2008, showed
$36.8 million in assets, $19.3 million of debts, and $17.5 million
of stockholders' equity.

The Company discloses that there are material uncertainties
related to certain conditions and events that cast significant
doubt upon its ability to continue as a going concern.   These
events and conditions include the Corporation's recurring
operating losses and negative cash flows from operations.  The
Company expects these conditions to continue in the near term.

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

                 http://researcharchives.com/t/s?5cf6

Mississauga, Ontario-based Hydrogenics Corporation (NASDAQ: HYGSD;
TSX: HYG) -- http://www.hydrogenics.com/-- designs, develops and
manufactures hydrogen generation products based on water
electrolysis technology and fuel cell products based on proton
exchange membrane, or PEM, technology.


INTERNATIONAL LEASE: Fitch Gives 'BB' Rating on $500 Mil. Notes
---------------------------------------------------------------
Fitch Ratings expects to rate International Lease Finance Corp.'s
planned issuance of $500 million of unsecured senior notes 'BB'.
The debt will be placed on Rating Watch Negative when issued to
align its Watch status with that of issuer ILFC.

All of ILFC's Ratings remain on Rating Watch Negative.

On Feb. 18, 2010, Fitch downgraded ILFC's Issuer Default Rating
and senior unsecured debt to 'BB' from 'BBB'.  Both the IDR and
debt ratings remained on Rating Watch Negative at that time.

Fitch notes that the proposed $500 million issuance and the
company's recent issuance of $1.3 billion of secured debt and
$2 billion of unsecured debt are consistent with their overall
financing plans to generate liquidity to repay near-term maturing
debt obligations.  Fitch recognizes that these actions demonstrate
renewed access to credit markets and represent positive momentum
toward resolving near-term liquidity requirements and reducing the
need for further AIG support and financing currently being
provided by the Federal Reserve.

The issuance of $2.5 billion of unsecured debt, which includes the
above planned $500 million issuance, reflects early progress
toward ILFC being able to prevent secured financing from
increasing to a point where senior unsecured creditors become
notably subordinated.  As of Dec. 31, 2009, near-term debt
maturities are substantial, totaling $14.3 billion in total over
the next two years.  Also, the $3.9 billion loan provided by the
Federal Reserve Bank of New York to AIG Funding and guaranteed by
ILFC matures in 2013.  Thus, given the still considerable level of
maturing debt, ILFC will need to demonstrate more progress with
funding efforts before the risk of senior unsecured being notched
below the IDR can be eliminated.

Primary rating concerns include AIG's willingness to extend
support beyond ILFC's efforts to restructure and to generate
sufficient liquidity to meet substantial near-term funding
requirements and ILFC's ability to reshape its funding platform to
provide a cost-efficient funding mix to support its business model
without subordinating unsecured creditors.  In addition, recent
senior management turnover adds further uncertainty to the overall
strategic direction of the company.

Furthermore, the negative impact of higher overall funding costs,
and the corresponding effect on underlying profitability and cash
flow represents a secondary concern.

Resolution of the Rating Watch Negative status remains contingent
upon ILFC's ability to continue to generate sufficient liquidity
through aircraft sales, extension or amendment of the current bank
facilities, and procurement of third-party debt financing to meet
substantial near-term funding requirements and to minimize the
likelihood for further support from AIG.


INTERNATIONAL LEASE: Moody's Assigns 'B1' Rating on Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to International
Lease Finance Corporation's new senior unsecured notes due 2015
and 2017, each with an offering amount of $250 million.  The
outlook for ILFC's ratings is negative.

ILFC's new notes are add-ons to its $1 billion Senior Notes due
September 2015 and $1 billion Senior Notes due March 2017, issued
on March 22, 2010.  The terms of the add-on notes are identical to
those of the original notes and are consistent with the firm's
existing unsecured debt issuance, including certain restrictions
on liens, distributions, and asset transfers.  The new notes will
rank pari passu with ILFC's other unsecured debt.

Proceeds of the new offering will be used for general corporate
purposes, potentially including debt repayment.  ILFC has
approximately $27 billion of debt maturing through 2013.  ILFC is
raising funds to repay maturing debt by issuing unsecured and
secured notes and potentially by selling select aircraft.

Moody's said the rating of the notes reflects ILFC's fundamental
credit characteristics, including strengths such as its
competitive positioning in the aircraft leasing industry, modern
aircraft fleet, and history of earnings growth.  The rating also
incorporates ILFC's credit challenges, primarily its weak
liquidity profile.  ILFC's rating includes one notch of uplift
associated with support from its ultimate parent, American
International Group.

In its last ILFC rating action, dated March 17, 2010, Moody's
assigned a senior unsecured rating of B1 to ILFC's $2 billion
senior unsecured notes.

International Lease Finance Corporation, headquartered in Los
Angeles, California, is a major owner-lessor of commercial
aircraft.


J MICHELLE: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: J Michelle of California Inc
        5808 S Wimington Avenue
        Los Angeles, CA 90058

Bankruptcy Case No.: 10-22078

Type of business: The Debtor manufactures women's sportswear and
                  Dresses, specializing in maternity wear & large
                  size clothing.

Chapter 11 Petition Date: March 30, 2010

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: George J. Paukert, Esq.
                  737 S Windsor Boulevard Suite 304
                  Los Angeles, CA 90005
                  Tel: (310)826-0180
                  Fax: (323)937-4366

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

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

A list of the Company's five largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/cacb10-22078.pdf


JETBLUE AIRWAYS: Kim Clark to Step Down as Director
---------------------------------------------------
Dr. Kim Clark, a director of JetBlue Airways Corporation, since
April 2002, notified the Company on March 23, 2010, that he would
be resigning from the Board of Directors and the Corporate
Governance and Nominating Committee immediately following the
conclusion of the Company's 2010 Annual Meeting of Stockholders,
scheduled for May 20, 2010.  The Company thanks Dr. Clark for his
long tenure and exemplary service to the Board and to the Company.

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company reported $6.55 billion in total assets, $1.16 billion
in total current liabilities, $2.92 billion long-term debt and
capital lease obligations, $529 million construction obligation,
$397 million deferred taxes and others resulting to a
$1.53 billion stockholders' equity, as of Dec. 31, 2009.

                            *    *    *

According to the Troubled Company Reporter on Jan. 28, 2010,
Moody's Investors Service raised its ratings of JetBlue Airways,
Corp.; corporate family and probability of default ratings each to
Caa1 from Caa2.  Moody's also raised by one notch, its debt
ratings on the 3.75% Senior Unsecured Convertible Notes due 2035
to Caa3 from Ca, the respective Class G tranches of the Enhanced
Equipment Trust Certificates Series 2004-2 to B1 from B2, and the
Spare Parts EETC to Ba1 from Ba2, the Class B tranche of the Spare
Parts EETC to B2 from B3 and the senior unsecured industrial
revenue bonds to Caa3 from Ca.  Moody's also affirmed the SGL-3
Speculative Grade Liquidity rating and changed the outlook to
positive from stable.

The TCR reported on March 9, 2010, that Fitch Ratings affirmed the
Issuer Default Rating for JetBlue Airways at 'B-' and the senior
unsecured rating, which applies to approximately $470 million of
convertible notes, at 'CC' with a Recovery Rating of 'RR6'.  The
airline's Rating Outlook has been revised to Stable from Negative.


JETBLUE AIRWAYS: Annual Stockholders' Meeting on May 20
-------------------------------------------------------
The Annual Meeting of Stockholders of JetBlue Airways Corporation
will be held at the Company's corporate headquarters located at
118-29 Queens Boulevard, Forest Hills, New York, on May 20, 2010,
beginning at 10:00 a.m. EDT, for these purposes:

     (1) Election to the Company's Board of Directors of seven
         persons duly nominated by the Board of Directors, each to
         hold office until the Annual Meeting of Stockholders in
         2011 and until his successor has been duly elected and
         qualified;

     (2) Ratification of the appointment of the Company's
         independent registered public accounting firm for the
         fiscal year ending December 31, 2010;

     (3) Approval of a proposal to amend the Company's Amended and
         Restated Certificate of Incorporation to increase the
         number of shares of common stock authorized for issuance
         from 500,000,000 shares to 900,000,000 shares; and

     (4) Transaction of other business, if any, as may properly
         come before the annual meeting in accordance with the
         Company's Bylaws or any adjournments thereof.

The Board of Directors has fixed the close of business on
March 25, 2010, as the record date for the determination of
stockholders entitled to notice of and to vote at the annual
meeting and any adjournments thereof.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?5d4d

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company reported $6.55 billion in total assets, $1.16 billion
in total current liabilities, $2.92 billion long-term debt and
capital lease obligations, $529 million construction obligation,
$397 million deferred taxes and others resulting to a
$1.53 billion stockholders' equity, as of Dec. 31, 2009.

                            *    *    *

According to the Troubled Company Reporter on Jan. 28, 2010,
Moody's Investors Service raised its ratings of JetBlue Airways,
Corp.; corporate family and probability of default ratings each to
Caa1 from Caa2.  Moody's also raised by one notch, its debt
ratings on the 3.75% Senior Unsecured Convertible Notes due 2035
to Caa3 from Ca, the respective Class G tranches of the Enhanced
Equipment Trust Certificates Series 2004-2 to B1 from B2, and the
Spare Parts EETC to Ba1 from Ba2, the Class B tranche of the Spare
Parts EETC to B2 from B3 and the senior unsecured industrial
revenue bonds to Caa3 from Ca.  Moody's also affirmed the SGL-3
Speculative Grade Liquidity rating and changed the outlook to
positive from stable.

The TCR reported on March 9, 2010, that Fitch Ratings affirmed the
Issuer Default Rating for JetBlue Airways at 'B-' and the senior
unsecured rating, which applies to approximately $470 million of
convertible notes, at 'CC' with a Recovery Rating of 'RR6'.  The
airline's Rating Outlook has been revised to Stable from Negative.


JOHN D OIL: Maloney + Novotny Raises Going Concern Doubt
--------------------------------------------------------
On March 29, 2010, John D. Oil and Gas Company filed its annual
report on Form 10-K for the year ended December 31, 2009.

Maloney + Novotny LLP, in Cleveland, Ohio, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses and has $10.6 million of debt currently due and
in default.

The Company reported a net loss of $2.7 million on $4.0 million of
revenue for 2009, compared to a net loss of $2.2 million on
$4.9 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$10.2 million in assets and $11.9 million of debts, for a
stockholders' deficit of $1.7 million.

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

               http://researcharchives.com/t/s?5d05

Mentor, Ohio-based John D. Oil and Gas Company is engaged in oil
and natural gas exploration in Northeast Ohio.  At December 31,
2009, the Company had fifty-eight wells in production.


LIVE CURRENT: Recurring Net Losses Cue Going Concern Doubt
----------------------------------------------------------
At March 29, 2010, Live Current Media Inc. filed its annual report
on Form 10-K for the year ended December 31, 2009.

Ernst & Young LLP, in Vancouver, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring net
losses.

The Company reported a net loss of $4.0 million on $7.6 million of
revenue for 2009, compared with a net loss of $10.1 million on
$9.4 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$2.7 million in assets and $2.8 million of debts, for a
stockholders' deficit of $148,448.

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

               http://researcharchives.com/t/s?5d28

Based in Vancouver, Canada, Live Current Media Inc. (OTC BB: LIVC)
-- http://www.livecurrent.com/-- builds, owns and operates some
of the most powerful and engaging content and commerce
destinations on the Internet, such as www.perfume.com.


LLOYD WILLIAMS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Lloyd A Williams
        85-27 Eton Street
        Jamaica Estates, NY 11432

Bankruptcy Case No.: 10-42722

Chapter 11 Petition Date: March 30, 2010

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Clover M Barrett, Esq.
                  Clover M. Barrett, P.C
                  338 Atlantic Avenue, Suite 201
                  Brooklyn, NY 11201
                  Tel: (718) 625-8568
                  Fax:  (718) 625-6646
                  E-mail: cbarrettpc@aol.com

Scheduled Assets: $2,315,000

Scheduled Debts: $2,374,949

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

The petition was signed by Mr. Williams.


LYNN LARSON: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Lynn D. Larson
        1330 Pelican Bay Place
        Lincoln, NE 68528

Bankruptcy Case No.: 10-40940

Chapter 11 Petition Date: March 30, 2010

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Judge: Chief Judge Thomas L. Saladino

Debtor's Counsel: David Grant Hicks, Esq.
                  Pollak & Hicks PC
                  6910 Pacific St., #216
                  Omaha, NE 68106
                  Tel: (402) 345-1717
                  E-mail: dhickslaw@aol.com

Estimated Assets: $100,000 to $500,000

Estimated Debts: $1,000,000 to $5,000,000

A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/neb10-40940.pdf

The petition was signed by the Debtor.


LYONDELL CHEMICAL: Gets OK to Continue Short-Term Bonus Plan
------------------------------------------------------------
Lyondell Chemical Co. and its units obtained the U.S. Bankruptcy
Court's authority to continue their short- term incentive bonus
plan for their employees in the ordinary course of business
pursuant to Section 363 of the Bankruptcy Code.

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, reminds the Court that the Debtors sought and
obtained Court authority to continue their STI Program in the
ordinary course for 2009.  The Debtors believe that continuation
of the STI Program beyond 2009 is within the ordinary course of
business but they are seeking court's approval out of an
abundance of caution.

Specifically, Mr. Mirick says that the parameters and performance
targets for the STI Program to be applied in 2010 have been
considered and approved internally at several levels, including
by Jim Gallogly as Chief Executive Officer and the Remuneration
Committee of the Supervisory Board of LyondellBasell.

Moreover, the STI Program is applicable to the vast majority of
LyondellBasell's employees worldwide, pursuant to which employees
are eligible to receive an annual cash payout based on a
percentage of each employee's salary, as well as the annual
performance of the Debtors and the individual employee, Mr.
Mirick discloses.  Some hourly and non-exempt employees also
participate in locally defined bonus plans similar to the global
STI Program, some of which are contractual obligations for
certain non-Debtor affiliates, he relates.

Payment of the STI Program bonus awards for 2010 will occur in
March 2011, Mr. Mirick says.

Mr. Mirick states that the Debtors and their non-Debtor
affiliates and their employees consider the STI Program to be an
important component of an employee's total compensation.  Thus,
absent continuation of the STI Program, compensation for the
Debtors' employees will be far below market rates, which will
contribute to increased employee dissatisfaction and uncontrolled
departures, he points out.  If the Debtors were to continually
lose critical employees, the Debtors would be forced to spend
significant amounts to recruit and train replacement employees,
and they would not be able to replace critical skill sets in a
timely manner, or possibly at all, he adds.

Continuation of the STI Program preserves and maximizes the value
of the Debtors' estates by aligning the interests of the Debtors'
workforce with the interests of the Debtors' economic
stakeholders, Mr. Mirick tells the Court.  The Debtors' success
in consummating a plan of reorganization and maximizing value for
their creditors depends on the continued efforts of their
employees, he says.  To that end, the Debtors believe that their
ability to continue the STI Program is crucial to maintaining a
cohesive and motivated workforce during the bankruptcy process.

                     About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

LyondellBasell Industries AF S.C.A. and another affiliate were
voluntarily added to Lyondell Chemical's reorganization filing
under Chapter 11 on April 24, 2009, in order to seek protection
against claims by certain financial and U.S. trade creditors.  On
May 8, 2009, LyondellBasell Industries added 13 non-operating
entities to Lyondell Chemical Company's reorganization filing
under Chapter 11 of the U.S. Bankruptcy Code.  All of the entities
are U.S. companies and were added to the original Chapter 11
filing for administrative purposes.

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


LYONDELL CHEMICAL: Oil Insurance Settlement Approved
----------------------------------------------------
Lyondell Chemical Co. and its affiliates obtained approval from
the U.S. Bankruptcy Court of a settlement with Oil Insurance
Limited.

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, says that the Settlement will resolve certain
outstanding issues between the Parties in connection with the
coverage of, and liability under, the Debtors' insurance with Oil
Insurance with respect to the damage to the Debtors' various
facilities caused by Hurricane Rita in September 2005.

Lyondell is a member and insured of Oil Insurance.  Oil Insurance
provided and continues to provide insurance for certain losses
incurred by Lyondell that were part of the Hurricane Rita
aggregation event as set forth in the Oil Policy.  Under the
formula set forth in the Oil Policy, final determination of the
amounts payable due to an aggregation event cannot be made until
all claims with the aggregation event are resolved.

Thus, Oil Insurance and Lyondell wish to partially resolve
Lyondell's Rita claim in advance of the Final Determination of all
amounts payable due to Rita.  Oil Insurance has paid Lyondell an
aggregate of $4,429,542 with respect to the Rita Claim; $2,189,099
was paid prior the Petition Date.  Oil Insurance's best
determination of the ultimate proportionate distribution for
Hurricane Rita at this time is 67.52%.

Thus, the Parties agreed that:

  (1) Lyondell's total covered loss with respect to Hurricane
      Rita is $13,053,713, which is subject to a deductible of
      $5,000,000.  Oil Insurance's full obligation to Lyondell
      with respect to Hurricane Rita would be $8,053,713;

  (2) Oil Insurance will pay to Lyondell $1,008,567, which, when
      added to the Previous Payment will be the product of a
      Scaling Factor of 67.523% and $8,053,713;

  (3) Once the Final Determination is made, the Scaling Factor
      will be adjusted accordingly.  If the adjusted Scaling
      Factor is higher than 67.52%, Oil Insurance agrees to pay
      Lyondell its proportionate share of the additional funds
      based on $8,053,713 of otherwise covered total loss.  If
      the adjusted Scaling Factor is lower than 67.52%, Lyondell
      agrees to pay Oil Insurance the difference between the
      amount paid in accordance with the 67.523% scaling factor
      and the adjusted Scaling Factor after Final Determination
      based on $8,053,713 of covered total loss.  Nothing in the
      Settlement will require Lyondell to pay Oil Insurance an
      amount greater than the total of the Previous Payment plus
      the Current Payment less the Prepetition Payment; and

  (4) the Debtors agreed not to sue, and to release Oil
      Insurance from any and all causes of action, claims, or
      demands of any kind that the Debtors have or may have
      relating to Hurricane Rita.

The Debtors maintain that the Settlement will provide finality
with respect to their insurance reconciliation efforts and free
their resources to pursue more productive tasks.

                     About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

LyondellBasell Industries AF S.C.A. and another affiliate were
voluntarily added to Lyondell Chemical's reorganization filing
under Chapter 11 on April 24, 2009, in order to seek protection
against claims by certain financial and U.S. trade creditors.  On
May 8, 2009, LyondellBasell Industries added 13 non-operating
entities to Lyondell Chemical Company's reorganization filing
under Chapter 11 of the U.S. Bankruptcy Code.  All of the entities
are U.S. companies and were added to the original Chapter 11
filing for administrative purposes.

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


LYONDELL CHEMICAL: Palms Action Settlement Approved
---------------------------------------------------
In September 2007, Aaron and Tisha Palms filed an action in the
164th Judicial District Court of Harris County, Texas, against
Debtors Lyondell Chemical Company and Houston Refining, LP, as co-
defendants, seeking compensation for injuries allegedly sustained
by Mr. Palms at a Houston Refining refinery in February 2007,
while working with his employer, Technical Automation Services.
Technical Automation has agreed to indemnify Houston Refining,
but not Lyondell for costs arising from the Palms Action.

Against this backdrop, the Debtors sought and obtained the
Court's approval of a stipulation it entered into with the
Palmses modifying the automatic stay to permit (i) the parties to
mediate the Palms Action; and (ii) the Palmses to dismiss one of
the Debtors from the Palms Action, and to pursue the Palms Action
90 days after approval of the Stipulation.

The parties further agreed that:

  (1) the automatic stay will remain in full force and effect
      with respect to any effort to enforce or collect any
      liquidated claim from Houston Refining or any other
      Debtor.

  (2) the Palmses will dismiss Lyondell as a co-defendant in the
      Palms Action.

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft
LLP, told the Court that dismissal of Lyondell from the Palms
Action will help the Debtors' estates avoid costs and expenses in
connection with their defense as co-defendant in the Palm Action.
Moreover, he noted that the Court lacks jurisdiction to liquidate
the Palms' personal injury claims.  He also noted that Technical
Automation's agreement to indemnify Houston Refining for defense
costs provides the Debtors' creditors additional protection
against any potential effort by the Palmses to seek recovery from
the Debtors' estates.  Since the Palmses will need to return to
the Bankruptcy Court to recover from the assets of Houston
Refining or any other Debtor, even if a judgment against Houston
Refining is obtained, there will be no risk to the Debtors'
estate assets from allowing the Palms Action to proceed, he
assured the Court.

                     About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

LyondellBasell Industries AF S.C.A. and another affiliate were
voluntarily added to Lyondell Chemical's reorganization filing
under Chapter 11 on April 24, 2009, in order to seek protection
against claims by certain financial and U.S. trade creditors.  On
May 8, 2009, LyondellBasell Industries added 13 non-operating
entities to Lyondell Chemical Company's reorganization filing
under Chapter 11 of the U.S. Bankruptcy Code.  All of the entities
are U.S. companies and were added to the original Chapter 11
filing for administrative purposes.

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


LYONDELL CHEMICAL: Wins Approval of Medco Settlement
----------------------------------------------------
Debtor Basell USA Inc. obtained the Court's authority to enter
into a settlement agreement with Medco Health Solutions Inc.
Basell and Medco were parties to an Integrated Prescription Drug
Program Master Agreement, whereby Medco provided certain services
relating to the prescription drug program Basell offered to its
employees.

Basell terminated the Contract as of December 31, 2008.

Medco asserted that Basell breached the Contract by terminating it
before its term expired, and asserted that damages for the alleged
breach totaled US$265,164.

Basell asserted that Medco breached its obligations to properly
administer and process certain claims related to Basell retirees
prior to the termination of the Contract, and asserted that the
damages for the alleged breach totaled US$200,000.

Under the Contract, Medco was required to pay certain rebates to
Basell.  As a result of the disputes between Basell and Medco,
Medco withheld rebates totaling US$620,863 due to Basell.

Basell and Medco pursued settlement negotiations and eventually
agreed to resolve their dispute on the terms set forth in the
Settlement Agreement.  The salient terms of the Agreement are:

  (1) Medco will pay Basell US$620,863 by check, without
      reduction, setoff or counterclaim, immediately upon
      Court approval of the Settlement Agreement.

  (2) Upon payment to Basell of the Settlement Amount, Basell
      and Medco agree to fully release each other from any and
      all further liability for all claims arising from the
      Contract.

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, asserts that absent the Settlement Agreement,
Basell will have to litigate its disputes with Medco under the
Contract, resulting in significant additional expenses to the
Debtors' estates and additional delay, with no assurance that the
Debtors will succeed at trial.

                     About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

LyondellBasell Industries AF S.C.A. and another affiliate were
voluntarily added to Lyondell Chemical's reorganization filing
under Chapter 11 on April 24, 2009, in order to seek protection
against claims by certain financial and U.S. trade creditors.  On
May 8, 2009, LyondellBasell Industries added 13 non-operating
entities to Lyondell Chemical Company's reorganization filing
under Chapter 11 of the U.S. Bankruptcy Code.  All of the entities
are U.S. companies and were added to the original Chapter 11
filing for administrative purposes.

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


MAISON GRANDE: Court Backs Board's Lease Rejection Decision
-----------------------------------------------------------
WestLaw reports that a decision by the board of a bankrupt
condominium association to reject the association's unexpired 99-
year lease for a tiny sliver of land on which a swimming pool and
parking spaces were located, and for which, pursuant to a rent
escalator clause in the lease, the association was currently
required to pay rent of $112,241.95 per month, or $1,346,903.40
per year, was a proper exercise of business judgment, though the
board would have to secure alternate parking to avoid a possible
loss of its certificate of occupancy.  The board had determined
that rejection of this oppressive lease was necessary to permit it
to reorganize, since it could not simply increase its assessments
on unit owners, many of whom were elderly and on a fixed income,
without triggering increased delinquencies.  Rejection would
result in at least some benefit to unit owners, whom the lessor
could not pursue for more than their proportionate shares of rent,
and no evidence was presented of any bad faith by the
association's board, either in causing a petition to be filed to
deal with a shortfall in revenue caused by substantial unit owner
delinquencies and the escalating cost of the lease or in seeking
to reject the lease.  In re Maison Grande Condominium Ass'n, Inc.,
--- B.R. ----, 2010 WL 227997, 22 Fla. L. Weekly Fed. B 257
(Bankr. S.D. Fla.).

Miami Beach, Fla.-based Maison Grande Condominium Association,
Inc., is a complex of 502 luxury condos.  The Company sought
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
09-21589) on June 10, 2009, estimating less than $50,000 in
assets and up to $1,000,000 in liabilities.  A copy of the
Debtor's Chapter 11 petition is available at no charge at:

        http://bankrupt.com/misc/flsb09-21589.pdf


MCDERMOTT INC: S&P Affirms Corporate Credit Rating at 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Houston, Texas-based McDermott Inc. and the Babcock & Wilcox Power
Generation Group Inc., including the 'BB+' corporate credit
ratings.  S&P revised the outlook on these entities to stable from
positive.  The Babcock & Wilcox Co. will include the company's
power generations systems business, as well as the government
operations.  On a stand-alone basis, the proposed combined B&W
businesses will be less diverse once they are separate from J.
Ray McDermott S.A.  The company expects the transaction to close
in the second half of 2010.

At the same time, S&P assigned a 'BBB' issue-level rating to
Babcock & Wilcox Investment Co.'s proposed new $700 million senior
secured revolving credit facility.  S&P also assigned a recovery
rating of '1' to this facility, indicating S&P's expectation of
meaningful (90% to 100%) recovery in a payment default scenario.
The proposed facility will refinance the existing revolving credit
facilities at B&W PGG and BWX Technologies Inc.

"Pro forma for the spin-off, as a stand-alone business, business
diversity at McDermott Inc. will no longer benefit from its
current relationship with the company's marine construction
business at J.  Ray," said Standard & Poor's credit analyst Robyn
Shapiro.  Standard & Poor's could raise the ratings if McDermott
Inc. can improve cash flow generation despite weakening end-market
demand in the company's power business.  "Conversely, S&P could
lower the ratings if the company's credit protection measures or
liquidity declines significantly, for example, due to working
capital swings," she continued.  S&P could lower the ratings if
funds from operations to total debt appear likely to fall below
30%, for example.


MCDERMOTT INTERNATIONAL: S&P Downgrades Ratings to 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Houston,
Texas-based McDermott International Inc. and J. Ray McDermott
S.A., including the corporate credit ratings, to 'BB' from 'BB+'.
S&P also removed all the ratings from CreditWatch with negative
implications, where S&P placed them on Dec. 9, 2009, based on the
company's announcement that it planned to separate its operating
subsidiaries J. Ray and The Babcock & Wilcox Co. (which will
include the company's power generations systems business, as well
as the government operations) into two independent, publicly
traded companies.  The company expects the transaction to close in
the second half of 2010.  The outlook is stable.

At the same time, S&P assigned a 'BB' issue-level rating to J.
Ray's proposed new $900 million senior secured revolving credit
facility.  S&P also assigned a recovery rating of '3' to this
facility, indicating S&P's expectation of meaningful (50% to 70%)
recovery in a payment default scenario.  The proposed facility
will refinance the company's existing revolving credit facility.

The ratings reflect the company's fair business risk profile and
its significant financial risk profile.  After the proposed spin-
off, McDermott International's business will consist of the highly
cyclical and competitive marine construction business at J.  Ray.

The outlook is stable.  "Pro forma for the spin-off, as a stand-
alone business, business diversity at J. Ray will no longer
benefit from its current relationship with the company's other
businesses," said Standard & Poor's credit analyst Robyn Shapiro.
S&P could raise the ratings on J. Ray if McDermott International
can average good cash flow generation over several years.
"Conversely, S&P could lower the ratings if the company's credit
protection measures or liquidity declines significantly due to
cost overruns or working capital swings," she continued , For
example, S&P could lower the ratings if funds from operations to
total debt appears likely to fall below 25%.


MCINTOSH BANCSHARES: Porter Keadle Raises Going Concern Doubt
-------------------------------------------------------------
On March 26, 2010, McIntosh Bancshares, Inc., filed its annual
report on Form 10-K for the year ended December 31, 2009.

Porter Keadle Moore, LLP, in Atlanta, Ga., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that at December 31, 2009, McIntosh
State Bank's capital ratios are below the required levels as
established by regulation.  In addition, the Bank has suffered
recurring operating losses.  To date, notification from the
Georgia Department of Banking and Finance regarding acceptance or
rejection of its capital plan has not been received.  Failure to
meet the capital requirements and interim capital targets included
in the capital plan exposes the Bank to regulatory sanctions that
may include restrictions on operations and growth, mandatory asset
dispositions, and seizure of the institution.  "These matters
raise substantial doubt about the ability of McIntosh Bancshares,
Inc., to continue as a going concern."

The Company reported a net loss of $14.1 million on $10.4 million
of net interest income for 2009, compared to a net loss of
$8.2 million on $12.9 million of net interest income for 2008.

The Company's balance sheet as of December 31, 2009, showed
$409.5 million in assets, $391.6 million of debts, and
$17.9 million of stockholders' equity.  At December 31, 2009, the
Company had net loans of $269.4 million and total deposits of
$371.7 million.

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

               http://researcharchives.com/t/s?5d00

A full-text copy of the consolidated financial statements for 2009
and 2008 is available for free at:

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

Jackson, Ga.-based McIntosh Bancshares, Inc. operates as the bank
holding company for McIntosh State Bank that provides commercial
banking products and services to individuals and corporate
customers in Georgia.


MESA AIR: Files Schedules of Assets and Liabilities
---------------------------------------------------
A. Real Property                                             $0

B. Personal Property
B.1  Cash on hand                                             0
B.2  Bank Accounts
      BBVA Compass Bank                              30,347,804
      Merrill Lynch Trust Company                       773,227
      Bank of America                                   160,749
      Wells Fargo Bank Arizona, N.A.                    125,759
      Merrill Lynch                                     100,147
      Others                                             23,448
B.3  Security Deposit
      Wells Fargo Bank Northwest                      1,372,453
      Fluid CRJ Two Statutory Trust c/o Wells Fargo     109,917
        Bank Northwest
      Others                                             53,919
B.4  Household goods                                          0
B.5  Book, artwork and collectibles                           0
B.6  Wearing apparel                                          0
B.7  Furs and jewelry                                         0
B.8  Firearms and other equipment                             0
B.9  Insurance Policies                                 unknown
B.10 Annuities                                                0
B.11 Interests in an education IRA                            0
B.12 Interests in pension plans                               0
B.13 Stock and Interests                                unknown
B.14 Interests in partnerships & joint venture          unknown
B.15 Government and corporate bonds                           0
B.16 Accounts Receivable                                      0
B.17 Alimony                                                  0
B.18 Other Liquidated Debts Owing Debtor
      Tax Refunds                                     1,926,581
B.19 Equitable or future interests                            0
B.20 Interests in estate death benefit plan                   0
B.21 Other Contingent and Unliquidated Claims
B.22 Patents                                            unknown
B.23 Licenses, franchises & other intangibles                 0
B.24 Customer lists or other compilations                     0
B.25 Vehicles                                             2,298
B.26 Boats, motors and accessories                            0
B.27 Aircraft and accessories                        31,155,381
B.28 Office Equipment
      Computer equipment                                848,161
      Furnishings                                        30,067
B.29 Equipment and Supplies for Business                 10,784
B.30 Inventory                                           65,858
B.31 Animals                                                  0
B.32 Crops                                                    0
B.33 Farming equipment and implements                         0
B.34 Farm supplies, chemicals and feed                        0
B.35 Other Personal Property
      Leasehold improvements                            317,308
      Prepaid rent                                      150,934
      Prepaid - other insurance                         147,966

      TOTAL SCHEDULED ASSETS                        $67,722,767
      =========================================================

C. Property Claimed as Exempt                                $0

D. Creditors Holding Secured Claims
    Fokker Services, Inc.                             3,052,771
    M&T Investment Group                             17,659,755
    Raytheon Airline Credit Corporation              29,007,123
    The Royal Bank of Scotland                      261,814,218
    Wilmington Trust Company                        116,602,292

E. Creditors Holding Unsecured Priority Claims          unknown

F. Creditors Holding Unsecured Non-priority Claims   29,698,856

      TOTAL SCHEDULED LIABILITIES                  $457,835,017
      =========================================================

                Statement of Financial Affairs

Mesa Air Group, Inc., disclosed that it did not earn any income
two years immediately preceding this calendar year.

Michael Lotz, president of Mesa, relates that the Debtor earned
an aggregate of $250,801 from sources other than from employment,
trade, profession, or operation of its business during the two
years immediately preceding the Petition Date:

         Period                          Amount
         ------                          ------
         10/01/09 - 01/04/10           $197,328
         2009                            34,550
         2008                            18,923

The Debtor did not pay any amount aggregating more than $600 to
any creditor within 90 days before the Petition Date.

For debts that are not primary consumer debts, the Debtor made
transfers aggregating $97,352,401, to certain creditors within 90
days immediately preceding the Petition Date.  A list is
available at no charge at:

    http://bankrupt.com/misc/Mesa_MesaSofA_Ex3b_032610.pdf

Mesa is or was a party to 30 suits and administrative proceedings
within one year immediately preceding the Petition Date.  Seven
of these proceedings are closed.  The lawsuits that remain open
involve, among others:

* Airline Pilots Association;
* Association of Flight Attendants;
* Carole Diamond v. Mesa, case no. 1:09-CV01595;
* Delta Air Lines v. Mesa Air Group, case no. 1:09-CV-0772; and
* United Airlines v. Mesa Air Group, case no. 1:09-CV7352.

According to Mr. Lotz, Mesa made payments or transferred property
aggregating $2,487,949, to certain persons or entities for
consultation concerning debt consolidation, relief under
bankruptcy law or preparation of a petition in bankruptcy within
one year immediately preceding the commencement of this case.

Within 10 years immediately preceding the Petition Date, Mesa
transferred 100% of its interest in Shan Yue SRL, Mr. Lotz
relates.

Certain financial accounts and instruments, aggregating
$1,724,325, held in the name of the Debtor or for its benefit
were closed, sold, or otherwise transferred within one year
before the Petition Date.  The institutions include:

* Bank of America;
* Bear Stearns JPMorgan Securities, Inc.; and
* M&I Bank.

Bombardier, Inc., set off $3,095,786, against a debt or deposit
of Mesa within 90 days before the Petition Date, according to Mr.
Lotz.

Certain persons kept or supervised the keeping of Mesa's books
and records within two years immediately preceding the Petition
Date, including:

* Keith C. Kranzow;
* Darren L. Zapfe;
* James P. Dyar;
* Bill L. Hoke; and
* Stanley J. Jarosik.

Deloitte & Touche LLP and Deloitte Tax LLP have audited the books
of account and records, or prepared a financial statement, of
Mesa.

Mesa Airlines, Inc. was in possession of the books of account and
records of Mesa at the time of the commencement of this case.

AAR Corp.; LC Capital Master Fund, Ltd.; Zazove Associates, LLC;
Deutsche Bank; and Goldman Sachs are shareholders of Mesa and
directly or indirectly own, control, or hold at least 5% of the
voting or equity securities of the corporation.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA AIR: Proposes May 21 as General Claims Bar Date
----------------------------------------------------
Mesa Air Group, Inc., and certain of its direct and indirect
debtor affiliates sought and obtained the approval of Judge
Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York to establish deadlines and procedures for
filing proofs of claim.

Each person or entity that asserts a claim, as defined in Section
101(5) of the Bankruptcy Code, against any of the Debtors that
arose before January 5, 2010, must file an original proof of
claim so that the Mesa Claims Processing Center receives it on or
before May 21, 2010, at 5:00 p.m., prevailing Eastern Time.

Each governmental unit that asserts a claim against any of the
Debtors that arose before January 5, 2010, must file a Proof of
Claim so that the Mesa Claims Processing Center receives it on or
before July 6, 2010, at 5:00 p.m., prevailing Eastern Time.

                   Claim Filing Procedures

Any person or entity that holds a claim that arises from the
rejection of an executory contract or unexpired lease must file a
Proof of Claim based on that rejection on or before the later of
(i) the Bar Date or the Government Bar Date, as applicable, or
(ii) the date that is 30 days following the effective date of the
rejection, unless the order authorizing the rejection provides
otherwise.

Proofs of Claim will substantially conform to the form approved
by the Court.

Proofs of Claim must be received on or before the Bar Date or
Government Bar Date, as applicable, by the Debtors' Claims Agent,
Epiq Bankruptcy Solutions, LLC, either by:

  (1) overnight mail or hand delivery to Mesa Air Group Claims
      Processing Center c/o Epiq Bankruptcy Solutions, LLC, at
      757 Third Avenue, 3rd Floor, in New York; or

  (2) first-class mail to Mesa Air Group Claims Processing
      Center c/o Epiq Bankruptcy Solutions, LLC, at Grand
      Central Station, P.O. Box 4601, in New York.

Proofs of Claim sent by facsimile, telecopy, or electronic mail
transmission will not be accepted.

Each Proof of Claim must (i) be signed by the claimant or its
authorized agent, (ii) include supporting documentation or
explanation as to why documentation is not available, (iii) be in
the English language, and (iv) be denominated in United States
currency.  The Proof of Claim must also specify by name and case
number the Debtor against which the claim is filed.  If the
holder asserts a claim against multiple Debtors, a separate Proof
of Claim must be filed against each Debtor.

Any holder of a claim against one or more of the Debtors, who is
required, but fails, to file a Proof of Claim in accordance with
this Order on or before the Bar Date or the Government Bar Date,
as applicable, will be forever barred, estopped, and enjoined
from asserting the claim against the Debtors.  The Debtors and
their property will be forever discharged from any and all
indebtedness or liability with respect to the claim.

Moreover, the holder will not be permitted to vote to accept or
reject any plan of reorganization filed in these Chapter 11
cases, or participate in any distribution in any of the Debtors'
Chapter 11 cases on account of the claim or to receive further
notices regarding the claim or with respect to the Debtors'
Chapter 11 cases.

A full-text copy of the Bar Date Order is available at no charge
at http://bankrupt.com/misc/Mesa_OrdBarDate032610.pdf

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA AIR: Wants Until August 3 to Decide on Leases and Contracts
----------------------------------------------------------------
Mesa Air Group Inc. and its units seek a 90-day extension, to and
including August 3, 2010, of the time within which they must
assume or reject their unexpired leases of nonresidential real
property.

Section 365(d)(4) of the Bankruptcy Code provides that the Court
may extend the lease decision deadline before the expiration of
the 120-day period to decide the assumption or rejection of an
unexpired lease, for 90 days on the motion of the trustee or
lessor for cause.  The Debtors' lease decision deadline will
expire on May 5, 2010.

The Debtors operate a large, multifaceted business with
operations throughout the United States, Canada and Mexico.  As
part of their operations, the Debtors estimate that, as of the
Petition Date, they were party to approximately 120 unexpired
nonresidential real property leases, including lease agreements
for office space, storage space, and points of presence in
airports and other locations.

According to Maria A. Bove, Esq., at Pachulski Stang Ziehl &
Jones LLP, in New York, the Debtors have not yet had an
opportunity to identify or make final determinations regarding
the assumption or rejection of many of the Leases.

The Debtors submit that, in light of the size, complexity and
demands of their Chapter 11 cases, it would not be practical to
require them to make final determinations regarding the
assumption or rejection of the Leases on or before May 5, 2010,
the current deadline pursuant to Section 365(d)(4).

Moreover, it is critical that the Debtors retain financial,
operational and fleet planning flexibility, Ms. Bove asserts.
Additional time to consider the value of certain Leases would
contribute greatly to that flexibility, she tells the Court.

The extension would not unduly prejudice lessors under the
Leases, Ms. Bove assures the Court.  She notes that the requested
extension is only for 90 days, and any additional extensions will
require the consent of the applicable lessor pursuant to Section
365(d)(4)(B)(ii).  Moreover, any lessor under a Lease would
retain the right to petition the Court to set an earlier date by
which the Debtors must make that decision, she says.

                     About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


METRO-GOLDWYN-MAYER: Creditors Extend Payment Deadline to May 14
----------------------------------------------------------------
Dow Jones Newswires' Nat Worden reports Metro-Goldwyn-Mayer Inc.'s
creditors agreed to extend the studio's debt deadline on Wednesday
as it explores strategic options, like a sale of the company.  Dow
Jones says the extension -- the fourth such move in the past few
months -- allows MGM to put off payments on its nearly $4 billion
debt load until May 14, according to Susie Arons, an outside
spokeswoman for company.

Two people familiar with the matter told Dow Jones MGM's
management is expected to present a plan to its major creditors
today, April 1, that would allow the company to remain a
standalone entity.  The plan could involve a restructuring in
bankruptcy, sources said.

MGM is also facing an April 8 deadline for a $250 million credit
facility.

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. dropped out of the bidding.  Liberty Media Corp. and Elliott
Management Corp. are also out.

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 in March 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.

                     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.


METROMEDIA INT'L: Malpractice Suit Against Weiss Time-Barred
------------------------------------------------------------
A federal judge has thrown out Metromedia International Group
Inc.'s case accusing Paul Weiss Rifkind Wharton & Garrison LLP of
improperly drafting a certificate of designation for the
telecommunications company that triggered a shareholder suit that
led to its bankruptcy, finding that the claims were barred or
repetitive, according to Bankruptcy Law360.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company said it had US$100 million to
US$500 million in assets and US$100 million to US$500 million in
debts.  In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.


MILES ROAD: Sec. 341(a) Meeting Scheduled for April 16
------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of creditors
in Miles Road, LLC's Chapter 11 case on April 16, 2010, at
10:30 a.m.  The meeting will be held at Community Trust Bank
Building, Room 529, 100 E Vine Street, 5th Floor, Lexington, KY
40507.

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

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

Miles Road, LLC, filed for Chapter 11 in Lexington, Kentucky
(Bankr. E.D. Ky. Case No. 10-50958), on March 24 after its bank
foreclosed on its property.  The petition says that the Company
has debts of $100 million to $500 million.


MILES ROAD: Taps Gullette & Grayson as Bankruptcy Counsel
---------------------------------------------------------
Miles Road, LLC, has asked for authorization from the U.S.
Bankruptcy Court for the Eastern District of Kentucky to employ
Gullette & Grayson, P.S.C., as bankruptcy counsel.

G&G will, among other things:

     a. prepare applications, motions, legal memoranda,
        objections, responses, answers, orders, reports, and other
        legal papers necessary to the administration of this Case;

     b. advise the Debtor with respect to obtaining financing
        necessary to administer this estate;

     c. pursue confirmation of a plan or plans and approval of the
        corresponding solicitation procedures and disclosure
        statement(s); and

     d. attend meetings and negotiating with representatives of
        creditors, the U.S. Trustee, and other parties in
        interest.

Constance Gullette Grayson, a shareholder of G&G, says that the
firm will be paid based on the hourly rates of its personnel:

        Attorneys               $125-$200
        Paralegals               $30-$50

Mr. Grayson says that G&G is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

Miles Road, LLC, filed for Chapter 11 in Lexington, Kentucky
(Bankr. E.D. Ky. Case No. 10-50958), on March 24 after its bank
foreclosed on its property.  The petition says that the Company
has debts of $100 million to $500 million.


MOVIE GALLERY: Court OKs Closing of 391 MG & HV Locations
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
Richmond Division, has approved the closure of 391 additional
Movie Gallery and Hollywood Video locations across the United
States, homemediamagazine.com reports.

Movie Gallery has 2,400 domestic locations.  The latest wave of
closures, which was approved on March 12, has put the shut
locations at 48% of Movie Gallery's total stores nationwide, the
report said.

                        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: Gets Nod for Forshey as Special Counsel
------------------------------------------------------
Movie Gallery Inc. and its units received authority to
employ Forshey & Prostok, LLP, in Fort Worth, Texas, as special
counsel for the special committee of the Debtors' board of
directors in connection with their Chapter 11 cases.

Kimberly S. Pierro, Esq., at Kutak Rock LLP in Richmond,
Virginia, tells the Court that the Debtors seek to employ Forshey
because of, among other things, the firm's expertise, experience
and knowledge of complex bankruptcy and commercial matters, and
it's ability to respond quickly and efficiently to emergency
hearings and other time-sensitive matters.  Forshey has extensive
experience in complex bankruptcy cases as debtor's counsel, as
creditors' counsel, and as counsel for statutory and ad hoc
committees, Mr. Pierro says.

Prior to the Petition Date, the Special Committee consulted
Forshey to advise it on various issues relating to the financial
circumstances of the Debtors.  Accordingly, Forshey has developed
a working knowledge of the Debtors' prior bankruptcy cases, their
business and operations, and their debt and equity structure.
For this reason, Forshey is well positioned to represent the
Debtors, and particularly the Special Committee, in these
bankruptcy cases, Ms. Pierro points out.

As special counsel to the Debtors' Board of Directors and in
complete coordination with the Debtors' counsel, Sonnenschein
Nath & Rosenthal LLP and Kutak Rock LLP, Forshey will render
these services:

(a) advise the Special Committee in the course of the
     Bankruptcy cases;

(b) assist the Debtors in establishing protocols to be utilized
     by the Debtors' Board of Directors and the Special
     Committee for matters under consideration;

(c) advise the Debtors, the Debtors' Board of Directors and
     the Special Committee as necessary and appropriate with
     respect to their powers and duties as debtors-in-possession
     in the continued management and operation of the Debtors'
     business and properties;

(d) assist the Debtors, the Debtors' Board of Directors and the
     Special Committee as necessary and appropriate in
     fulfilling their fiduciary duties in the bankruptcy
     cases;

(e) where appropriate, prepare pleadings, including motions,
     applications, orders, reports and papers necessary or
     otherwise beneficial to the administration of the Debtors'
     estates;

(f) perform all other necessary, appropriate or otherwise
     beneficial legal services for the Debtors, the Board of
     Directors and the Special Committee in connection with the
     prosecution of the Debtors' Chapter 11 cases.

Ms. Pierro assures the Court that Forshey's services will
complement, and not duplicate, the services to be rendered by
Sonnenschein and Kutak Rock.

For its services, the Debtors propose to pay Forshey based on the
firm's hourly rates plus reimbursement of reasonable necessary
out-of-pocket expenses Forshey incurred in representing the
Debtors in the Bankruptcy cases.

Forshey's hourly rates are:

  Professional                             Hourly Rate
  ------------                             -----------
  Partners                                $225 to $375
  Associates                              $195 to $375
  Paraprofessionals                       $100 to $175
  Jeff P Prostok, Esq.                            $475
  J. Robert Forshey, Esq.                         $475
  Blake Berryman, Esq.                            $375
  Lynda L. Lankford, Esq.                         $350

Prior to the Petition Date, Forshey received a $25,000 retainer
from the Debtors.  Forshey provided to the Debtors prepetition
legal services and has applied charges for fees and expenses for
those prepetition services against the Retainer.  The balance of
the Retainer will be held in Forshey's trust account pending
further order of the Court.  Additionally, the Debtors did not
owe Forshey for legal services rendered prepetition, Mr. Pierro
points out.

Jeff P. Prostok, Esq., a partner of Forshey & Prostok, LLP, in
Fort Worth, Texas, assures the Court that his firm does not hold
or represent an interest adverse to the Debtors or their estates,
and Forshey is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                        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: Receives Approval for BPM as Auditors
----------------------------------------------------
Movie Gallery Inc. and its units obtained the Court's authority to
employ Burr, Pilger & Mayer, Inc., as their independent auditors,
nunc pro tunc to the Petition Date.

Jeremy S. Williams, Esq., at Kutak Rock LLP in Richmond,
Virginia, tells the Court that the Debtors have employed BPM
previously to provide audit services.  In connection with its
previous employment with the Debtors, BPM has garnered
considerable knowledge concerning the Debtors and is already
familiar with the Debtors' business affairs to the extent
necessary for the scope of the proposed anticipated services.

The Debtors intend to obtain quality audit services as it does in
the regular course of its business and must continue to obtain
these services in order to ensure an efficient and successful
conclusion of their Chapter 11 cases, Mr. Williams says.  Because
of BPM's extensive experience in this area as well as its
expansive knowledge of the Debtors' business, the Debtors believe
that BPM is qualified to assist them in this regard, Mr. Williams
maintains.

As independent auditors, BPM is expected to:

(1) Obtain an understanding of the Debtors and its environment,
     including internal control, sufficient to plan the audit
     and to determine the nature, timing, and extent of audit
     procedures to be performed;

(2) Communicate in writing to the Debtors' audit committee and
     management any significant deficiencies or material
     weaknesses relating to internal control identified while
     performing the audit;

(3) Communicate with the Debtors' audit committee about
     certain matters related to BPM's audit which includes,
     among other (a) BPM's audit responsibility under generally
     accepted auditing standards, (b) information relating to
     BPM's independence with respect to the Debtors, (c) the
     Debtors' accounting policies, (d) the quality of the
     Debtors' accounting principles, (e) management's judgments
     and sensitive accounting estimates and any significant
     difficulties encountered during the audit; an

(4) Ensure that the audit committee receives copies of certain
     written communications between BPM and the management,
     including accounting, auditing, internal control, or other
     matters.

BPM's services is expected to be done within the period from
February 2010 to May 2010.  For its services, the Debtors propose
to pay BPM on a monthly basis plus reimbursement of its
reasonable necessary out-of-pocket expenses incurred in
connection with the Debtors' Chapter 11 cases.

BPM's monthly rates are:

  Month                        Rate
  -----                        ----
  February                 $250,000
  March                    $225,000
  April                    $200,000
  May                      $160,000

Michael Benjamin, a shareholder of BPM assures the Court that his
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code and does not hold or represent an
interest adverse to the Debtors' estates.

Further, Mr. Benjamin discloses that during the 90 days
immediately preceding the Petition Date, the Debtors paid to BPM
retainers and fees totaling $380,500.

                        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.


MULTIWORTH PARTNERSHIP: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Multiworth Partnership, Ltd
        1602 W. Expressway 83
        Alamo, Tx 78516
        Tax ID / EIN: 74-2735955

Bankruptcy Case No.: 10-70229

Chapter 11 Petition Date: March 30, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Antonio Villeda, Esq.
                  5414 N 10th St
                  McAllen, TX 78504
                  Tel: 956-631-9100
                  E-mail: avilleda@mybusinesslawyer.net

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

Estimated Debts: $500,000 to $1,000,000

The Debtor's list of 20 largest unsecured creditors did not
contain any entries.

The petition was signed by Taek Kim, president of Triworld Int'l
Investments, Inc., GP.


NEOMEDIA TECHNOLOGIES: Posts $67.4 Million Net Loss in 2009
-----------------------------------------------------------
On March 29, 2010, NeoMedia Technologies, Inc., filed its annual
report on Form 10-K for the year ended December 31, showing a net
loss of $67.4 million on $1.7 million of revenue for 2009,
compared with a net loss of $8.0 million on $1.0 million of
revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$9.4 million in assets, $125.6 million of debts, and $8.6 million
of Series C convertible preferred stock, for a stockholders'
deficit of $124.8 million.

Kingery & Crous, P.A., in Tampa, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses from operations and has ongoing requirements for
additional capital investment.

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

               http://researcharchives.com/t/s?5d03

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.


NEXCEN BRANDS: Warns of Default; Taps Adviser to Review Options
---------------------------------------------------------------
NexCen Brands, Inc., on Monday disclosed in a regulatory filing
that it is exploring alternatives to the Company's current debt
and capital structure.  NexCen Brands said it has retained an
investment bank to assist the Company with identifying and
evaluating strategic alternatives, including recapitalization of
the Company, restructuring of debt or sale of some or
substantially all of the Company's assets.

NexCen is also in discussions with lender BTMU Capital Corporation
regarding potential alternatives.  BTMUCC's consent is required to
proceed with any strategic transaction or debt restructuring.  As
of December 31, 2009, NexCen had $138.2 million of debt
outstanding with BTMUCC under the parties' credit facility.  The
Company said that absent waivers, a strategic transaction or
further restructuring of its debt, it likely will breach certain
covenants of the BTMUCC Credit Facility in 2010 and likely will
fail to meet a principal payment of $34.5 million due in July 2011
on the debt as currently structured.

                        About NexCen Brands

Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) is a
strategic brand management company with a focus on franchising.
It owns a portfolio of franchise brands that includes two retail
franchise concepts: TAF(TM) and Shoebox New York(R) as well as
five quick service restaurant franchise concepts: Great American
Cookies(R), MaggieMoo's(R), Marble Slab Creamery(R),
Pretzelmaker(R) and Pretzel Time(R).  The brands are managed by
NexCen Franchise Management, Inc., a subsidiary of NexCen Brands.


NEXCEN BRANDS: Posts $2.8 Million Net Loss in 2009
--------------------------------------------------
NexCen Brands, Inc., filed its annual report on Form 10-K, showing
a net loss of $2.8 million on $45.1 million of revenue for 2009,
compared with a net loss of $255.8 million on $47.0 of revenue for
2008.

Operating income for the full year ended December 31, 2009,
increased to $6.2 million from an operating loss of $147.2 million
in 2008.  Loss from continuing operations narrowed to $3.3 million
for the full year ended December 31, 2009, from $153.6 million in
2008.

The results for the full year ended December 31, 2009, included
$91,000 of professional fees related to special investigations and
$527,000 of restructuring costs.  The results for the full year
ended December 31, 2008, included $137.9 million of impairment
charges related to intangible assets, $3.9 million of professional
fees related to special investigations, and $1.1 million of
restructuring costs.

                          Balance Sheet

The Company's balance sheet as of December 31, 2009, showed
$102.6 million in assets and $151.6 million of debts, for a
stockholders' deficit of $49.0 million.

KPMG LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that of uncertainties regarding the Company's
liquidity and financial condition.  The Company is highly
leveraged, has no additional borrowing capacity under its credit
facility, and the Company does not expect that it will be able to
meet the final principal payment on its Class B Franchise Note of
$34.5 million due in July 2011.

                      Fourth Quarter Results

Total revenues in the fourth quarter of 2009 decreased 17% to
$10.6 million from $12.6 million in the fourth quarter of 2008.
Operating income in the fourth quarter of 2009 increased to
$1.1 million from an operating loss of $2.4 million in the fourth
quarter of 2008.  Net loss in the fourth quarter of 2009 narrowed
to $543,000, from a net loss of $16.3 million in the fourth
quarter of 2008.

                      Management's Comments

Kenneth J. Hall, Chief Executive Officer of NexCen Brands, stated,
"We are pleased with the milestones we reached in 2009 in our
efforts to improve and stabilize the business.  As we closed out
the year, we recorded our fourth consecutive quarter of operating
income and positive cash flow from operations; we right-sized our
expense structure; we remediated all material weaknesses in
internal controls; and we made investments in our business for
future organic revenue growth.  I believe that we have
demonstrated that our multi-concept, vertically-integrated
franchise model is sound, even in a challenging economic
environment.  We recognize, however, that the Company's current
debt and capital structure does not support the Company's long-
term growth, viability and shareholder value.  Addressing this
issue continues to be our priority for the near future."

                    Liquidity/Outstanding Debt

The Company had cash and cash equivalents of $7.8 million as of
December 31, 2009, compared to cash and cash equivalents of
$8.3 million at September 30, 2009.  The Company also had short-
term restricted cash of $1.4 million and long-term restricted cash
of $980,000 at December 31, 2009.

Cash flow from operations for the full year ended December 31,
2009 improved by $12.5 million to $2.1 million of cash generated
from operations, compared to cash used in operations of
$10.4 million for the full year ended December 31, 2008.

The Company's outstanding debt balance was $138.2 million at
December 31, 2009, compared to $142.3 million at December 31,
2008.  The Company used $5.0 million of the net proceeds from the
TAF licensing transaction to pay down a portion of its debt in
August 2009.

A full-text copy of the Company's annual report is available for
free at http://researcharchives.com/t/s?5cf3

A full-text copy of the press release disclosing the Company's
financial results for the fourth quarter and fiscal year ended
December 31, 2009, is available for free at:

               http://researcharchives.com/t/s?5cf5

Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK)
-- http://www.nexcenbrands.com/-- is a strategic brand management
company that owns and manages a portfolio of seven franchised
brands, operating in a single business segment:  Franchising.
Five of the Company's brands (Great American Cookies(R), Marble
Slab Creamery(R), MaggieMoo's(R), Pretzel Time(R) and
Pretzelmaker(R)) are in the quick service restaurant  industry.
The other two brands (The Athlete's Foot(R) and Shoebox New
York(R)) are in the retail footwear and accessories industry.
NexCen Franchise Management, Inc., a wholly owned subsidiary of
the Company, manages all seven brands.  The Company's franchise
network, across all of its brands, consists of roughly 1,700
retail stores in 38 countries.


ORLEANS HOMEBUILDERS: Homeowner Wants Chapter 11 Trustee
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that a homeowner asked the
Bankruptcy Court to order the appointment of a Chapter 11 trustee
to take over operations of Orleans Homebuilders Inc.  Homeowner
Mona F. Mustafa said she paid $430,000 for her home in 2004 and
has warranty claims.  A hearing on her motion is set for April 6.

Prepetition, Ms. Mustafa sued the Debtors in Illinois state court
on account of alleged defects in a home she purchased from the
Debtors, of which defects she was apparently aware at the time of
purchase.  The Debtors believe Mustafa's claims are without merit
and that her estimation of damages suffered, if any, is highly
speculative and inflated.  Ms. Mustafa's case is presently stayed.

                    About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Delaware Case No. 10-10684).  Cahill Gordon &
Reindell LLP is the Debtor's bankruptcy and restructuring counsel.
Curtis S. Miller, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell, are the Debtor's Delaware and
restructuring counsel.  Blank Rome LLP is the Debtor's special
corporate counsel.  Garden City Group Inc. is the Debtor's claims
and notice agent.  The Company estimated assets and debts at
$100,000,001 to $500,000,000.


PATRICIA SEGURA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Patricia A. Segura
         aka Patty Sure
         aka Patty Segura
        815 Calle Lagasca
        Chula Vista, CA 91910

Bankruptcy Case No.: 10-32141

Chapter 11 Petition Date: March 30, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax:  (972) 503-4034
                  E-mail: courts@joycelindauer.com

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

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

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

The petition was signed by Ms. Segura.


PAUL BOGNER: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Paul Bogner
        10343 Brookshire Avenue
        Downey, CA 90241

Bankruptcy Case No.: 10-22063

Type of business: The Debtor owns a clothing manufacturing and
                  distribution business.

Chapter 11 Petition Date: March 30, 2010

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: George J. Paukert, Esq.
                  737 S Windsor Boulevard Suite 304
                  Los Angeles, CA 90005
                  Tel: (310)826-0180
                  Fax: (323)937-4366

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

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

A list of the Debtor's 12 largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/cacb10-22063.pdf


PERRY CHAMANI: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Perry Chamani
        8056 Euro Star Street
        Las Vegas, NV 8913

Bankruptcy Case No.: 10-15315

Chapter 11 Petition Date: March 30, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: David Mincin, Esq.
                  Law Offices of Richard McKnight, P.C
                  330 S. Third Street
                  Las Vegas, NV 89101
                  Tel: (702) 388-7185
                  E-mail: dmincin@lawlasvegas.com

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

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

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

The petition was signed by Mr. Perry.


PGI INCORPORATED: BKD LLP Raises Going Concern Doubt
----------------------------------------------------
On March 26, 2010, PGI Incorporated filed its annual report on
Form 10-K for the year ended December 31, 2009.

BKD, LLP, in St. Louis, Mo., expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has a significant accumulated
deficit, and is in default on its primary debt, certain sinking
fund and interest payments on its convertible subordinated
debentures and its convertible debentures.

The Company reported a net loss of $4.4 million on $64,000 of
revenue for 2009, compared with a net loss of $4.0 million on
$71,000 of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$1.6 million in assets and $54.7 million of debts, for a
stockholders' deficit of $53.1 million.

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

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

St. Louis, Mo.-based PGI Incorporated was until the mid 1990's in
the business of building and selling homes, developing and selling
home sites and selling undeveloped or partially developed tracts
of land.  Over the last 15 years, the Company's business focus
and emphasis changed substantially as it concentrated its sales
and marketing efforts almost exclusively on the disposition of its
remaining real estate.  This change was prompted by its continuing
financial difficulties due to the principal and interest owed on
its debt.  Presently, the most valuable remaining asset of the
Company is a parcel of 366 acres located in Hernando County,
Florida.  The Company also owns a number of scattered sites in
Charlotte County, Florida, but most of these sites are subject to
easements which markedly reduce their value and/or consist of
wetlands of indeterminate value.  As of December 31, 2009, the
Company also owned seven single family lots, located in Citrus
County, Florida.


PHILLIPS-VAN HEUSEN: Moody's Assigns 'Ba2' Rating on Senior Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Phillips-Van
Heusen's proposed $2.45 billion senior secured credit facilities.
This rating was also placed under review for possible downgrade.
The rating assigned is based on terms and conditions as advised to
Moody's and are subject to receipt and review of final
documentation.  Should PVH's planned acquisition of Tommy Hilfiger
conclude on the terms and financing conditions currently
contemplated, Moody's anticipates that it would confirm the bank
loan rating at Ba2.

All of PVH's ratings remain on review following its March 15, 2010
announcement that it has entered into a definitive agreement to
acquire Tommy Hilfiger B.V. from funds affiliated with Apax
Partners L.P. in a transaction that values Tommy at approximately
EUR2.2 billion plus the assumption of EUR100 million in
liabilities.  The consideration includes EUR1.924 billion in cash
and EUR276 million in PVH common stock.

PVH has stated that it will fund the cash portion of the
acquisition and refinance its existing $300 million existing
senior unsecured notes with a combination of approximately
$385 million of cash on hand, $2.45 billion of senior secured debt
that is the subject of the rating action, $600 million of senior
unsecured notes, and $200 million in PVH perpetual convertible
preferred stock.  In addition the company currently plans to raise
approximately $200 million in common stock through a public
offering prior to closing.

As stated in Moody's press release dated March 15, 2010, assuming
the transaction closes on the financing terms currently
contemplated, Moody's expects PVH's Corporate Family Rating to be
downgraded by one notch to Ba3 from Ba2.  The Ba2 rating assigned
to the $2.45 billion secured credit facility reflects Moody's
expectation that PVH's Corporate Family Rating would be lowered to
Ba3 upon closing of the acquisition.  The rating is one notch
higher than the expected post-acquisition Corporate Family Rating,
reflecting the security interests of these loans in the
significant majority of PVH's consolidated assets following the
acquisition of Tommy.  Should the Tommy acquisition conclude on
the terms and financing conditions currently contemplated, Moody's
anticipates it would confirm the bank loan rating at Ba2.

These ratings were assigned, and placed on review for possible
downgrade:

* $450 million five-year revolving credit facility at Ba2 (LGD 3,
  33%)

* $500 million five-year Term Loan A at Ba2 (LGD 3, 33%)

* $1,500 million six-year Term Loan B at Ba2 (LGD 3, 33%)

These ratings remain under review for possible downgrade:

* Corporate Family Rating at Ba2
* Probability of Default Rating at Ba2
* $100 million senior secured debentures due 2023 at Baa3
* $300 million of senior unsecured notes due 2011/2013 at Ba3

Moody's last rating action on Phillips-Van Heusen was on March 15,
2010, when all ratings were placed on review for possible
downgrade.

Phillips-Van Heusen Corporation, headquartered in New York, NY
designs, sources, markets, licenses and distributes a broad line
of dress shirts, neckwear and sportswear under owned brands
including Van Heusen, Calvin Klein, IZOD and Arrow and its
licensed brands including Tommy Hilfiger, Geoffrey Beene, Kenneth
Cole New York and numerous other licensees.


PIONEER NATURAL: S&P Changes Outlook to Stable; Keeps 'BB+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on oil and
gas exploration and production company Pioneer Natural Resources
Inc. to stable from negative.  At the same time, S&P affirmed its
ratings, including the 'BB+' corporate credit rating on the
company.

"The outlook revision reflects the company's improving financial
leverage and credit metrics and S&P's view that it will sustain
these measures primarily as a result of higher oil prices," said
Standard & Poor's credit analyst Amy Eddy.  The stable outlook
also reflects Pioneer's modest debt reduction in 2009 and its plan
to spend within cash flow in 2010.  Using S&P's pricing
assumptions of $60 per barrel of WTI crude oil and $4.50 per mcf
of NYMEX natural gas, S&P expects Pioneer's debt to EBITDAX to be
around 3x and funds from operations to debt to be greater than 20%
this year, compared with FFO to debt in the high teens and debt to
EBITDAX of about 3.5x in 2009.

Standard & Poor's Ratings Services characterizes the company's
financial risk profile as aggressive, as its financial policies
include considerable shareholder-friendly actions funded in part
by asset sales, volumetric production payments, and the formation
of a master limited partnership.  As of Dec. 31, 2009, the company
had $3.3 billion of adjusted debt, which includes adjustments
related to operating leases, asset retirement obligations,
postretirement benefit obligations, and deferred revenue related
to a volumetric production payment.

Standard & Poor's pricing assumption for New York Mercantile
Exchange (NYMEX) Henry Hub natural gas for 2010 are $4.50 per
mmBtu and $60 per barrel of WTI crude oil.  Based on those price
assumptions and the company's hedge program S&P expects debt to
EBITDA plus exploration expense (EBITDAX) around 3x and FFO to
debt in the mid- to low-20% area.  At current debt levels and
S&P's long-term pricing assumptions of $60 per barrel for West
Texas Intermediate crude oil and $6 per mcf of Henry Hub natural
gas, S&P project debt to EBITDAX to be less than 2x and FFO to
debt in the mid- to high-20% area.

S&P could take a negative rating action if Pioneer's FFO to debt
deteriorates to less than 15% under S&P's 2010 pricing assumptions
or less than 20% under its long-term pricing assumptions due to
lower commodity prices, aggressive spending on internal capital
acquisitions or share repurchases, or operational issues.  S&P
consider a positive rating action possible in the longer term if
the company continues to post satisfactory operating performance
and maintains a less aggressive financial policy.


PTC ALLIANCE: Files for Insolvency in Germany
---------------------------------------------
PTC Alliance's Wiederholt GmbH subsidiary filed for insolvency in
Germany on March 30.

The filing is not expected to impact parent PTC Alliance's U.S.
operations or their ability to continue paying suppliers on normal
terms and serving customers.  There are no parent company
guarantees on Wiederholt's liabilities.  Additionally,
Wiederholt's financing was separate and independent from the
parent company.

PTC Alliance owns all of the equity of Wiederholt.

As previously announced, PTC Alliance and its U.S. subsidiaries
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code on October 1, 2009 in the U.S. Bankruptcy Court,
District of Delaware. The case is 09-13395.

                        About PTC Alliance

PTC Alliance is a leading manufacturer and marketer of welded and
cold drawn mechanical steel tubing and tubular shapes, fabricated
parts, precision components and chrome-plated rod.  The company's
major customers include steel service centers, automotive and
truck manufacturers, construction and agricultural equipment OEMs
and machinery and appliance makers.  With eleven strategically
located factories in North America and a manufacturing complex in
Germany, PTC Alliance is able to minimize lead time, shipping
distance and expense for its customers.


RAPTOR NETWORKS: Posts $12.7 Million Net Loss in 2009
-----------------------------------------------------
Raptor Networks Technology, Inc., filed its annual report on
Form 10-K for the year ended December 31, 2009, showing a net loss
of $12.7 million on $1.6 million of revenue for 2009, compared
with a net loss of $1.0 million on $710,330 of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$1.1 million in assets and $19.1 million of debts, for a
stockholders' deficit of $18.0 million.

Mendoza Berger & Company, LLP, in Irvine, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that of the
Company's accumulated losses from operations totalling roughly
$84.0 million at December 31, 2009.

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

              http://researcharchives.com/t/s?5d4b

Santa Ana, Calif.-based Raptor Networks Technology, Inc. designs,
produces and sells standards-based, proprietary high-speed network
switching and related "virtualized fabric" technologies.  The
Company's "distributed hybrid fabric" networking and integrated
systems' technologies allow users to upgrade both their
traditional networks as well as their server and storage arrays
with the Company's products to allow for more efficient management
of high-bandwidth transport, applications and security.


RHI ENTERTAINMENT: KPMG LLP Raises Going Concern Doubt
------------------------------------------------------
On March 26, 2010, RHI Entertainment, Inc. filed its annual report
on Form 10-K for the year ended December 31, 2009.

KPMG LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred losses from
operations and net operating cash outflows in each of the past
four years, has an accumulated deficit, is in default of covenants
of its debt agreements and is unable to pay some of its
obligations as they come due.

The Company reported a net loss of $251.1 million on $77.8 million
of revenue for 2009, compared to a net loss of $58.4 million on
$226.4 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$587.9 million in assets and $820.5 million of debts, for a
stockholders' deficit of $232.7 million.

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

                  http://researcharchives.com/t/s?5cf9

Based in New York, RHI Entertainment, Inc. develops, produces and
distribute new made-for-television movies, mini-series and other
television programming worldwide.


RICHARD RYDZE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Richard A. Rydze
        788 Osage Road
        Pittsburgh, PA 15243

Bankruptcy Case No.: 10-22212

Chapter 11 Petition Date: March 30, 2010

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Michael Kaminski, Esq.
                  Blumling & Gusky, LLP
                  1200 Koppers Building
                  436 Seventh Avenue
                  Pittsburgh, PA 15219-1425
                  Tel: 412-227-2500
                  Fax: 412-227-2050
                  E-mail: mkaminski@blumlinggusky.com

Estimated Assets: $100,000 to $500,000

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/pawb10-22212.pdf

The petition was signed by Mr. Rydze.


SEEDAMERICA FOUNDATION: Files for Bankruptcy to Liquidate Assets
----------------------------------------------------------------
Michael Sasso at The Tampa Tribune reports that SeedAmercia
Foundation filed for Chapter 11 protection in the U.S. Bankruptcy
Court in Tampa, listing liabilities of between $10 million and
$50 million.  According to the report, a person with knowledge of
the filing said the Company filed for bankruptcy to liquidate its
assets.  SeedAmerica Foundation -- http://www.seedamerica.com/--
operates a charity.


SEITEL INC: S&P Affirms Corporate Credit Rating at 'CCC'
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' corporate
credit rating on Seitel Inc.  S&P revised the outlook to
developing from negative.

"The developing outlook on Seitel is based on its improved
operating levels and better financial measures for the second half
of 2009 compared with the first half of 2009," said Standard &
Poor's credit analyst Amy Eddy.  In the second half of 2009 Seitel
posted cash EBITDA of $24.3 million compared with $8.5 million in
the first half of 2009.  Some of this improvement is due to
seasonal factors.  Typically exploration and production (E&P)
companies aim to utilize their seismic budgets by year-end.  In
S&P's view 2010 results will likely remain weak, especially in
comparison to 2008 results, but may not be as poor as 2009 given
that most E&P companies have raised their capital budgets a modest
amount due to better commodity prices and easier access to
capital.  Still Seitel's operating performance remains uncertain,
given that more than half of its business is related to natural
gas drilling and natural gas prices have posted significant
declines recently.

The improvement in Seitel's liquidity reflects both better
financial performance and its entry in December 2009 into a
$9.9 million credit facility due 2014.  After its most recent
interest payment of $19 million in February 2010, the company had
approximately $19 million in cash plus roughly $15 million
available under credit facilities.

As of Dec. 31, 2009, Houston-based Seitel had $405 million in
total funded debt.

Seitel provides seismic data and processing services to North
American E&P companies ranging from small, independent producers
to major integrated firms.  Therefore, demand is closely
correlated with E&P firms' capital budgets, which are typically
influenced by commodity prices and available capital.  For
example, cash resales -- new contracts for data licenses from the
company's data library, payable in cash -- decreased by almost 60%
in 2009 over 2008.  S&P expects results in 2010 to improve
somewhat, but they will still be very dependent on natural gas
prices, which are currently weak.

S&P could raise the rating if financial performance continues to
improve on terms similar to fourth-quarter 2009 results and the
company is able to maintain adequate liquidity to fund its August
2010 interest payment.  However, S&P also remains highly concerned
about the possibility of a decline in natural gas drilling
activity later this year and into 2011, which could quickly lead
to liquidity problems for the company.  If this occurs, S&P could
consider a negative ratings action.


SIX FLAGS: Member Wants Protection of Pension Plan
--------------------------------------------------
Jim Prager, a member of the Six Flags, Inc. Pension Plan, asks
the Court to consider the adverse impact the reorganization plan
with a large debt burden will have on the retirees.

Mr. Prager further tells the Court that the Six Flags Pension
Plan is not fully funded.

In this regard, Mr. Prager requests the Court to order an
additional $40,000,000 contribution to the company's pension plan
should the Debtors increase their debt by $300,000,000 or more.

                           About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: SFI Noteholders Oppose Merrill Retention
---------------------------------------------------
The Ad Hoc Committee of Six Flags Noteholders asks the Court to
deny Six Flags Inc.'s application to employ Merrill Lynch, Peirce,
Fenner & Smith as financial advisor to the Board of Directors
nunc pro tunc to September 21, 2009.

The SFI Committee asks the Court to deny the Merrill application
because the Debtors have failed to demonstrate the necessity of
employing another financial advisor, as Merrill's employment
would not be in the best interest of the Debtors' estates, since
the services to be provided are duplicative.  The Debtors have
employed Houlihan Lokey Howard & Zukin Capital, Inc., as
financial advisors.  It is precisely Houlihan's role to advise
both the Debtors' management and its Board on the conduct of the
fiduciary or other duties of the Debtors' directors, the SFI
Committee asserts.

Additionally, the Debtors are unable to prove that Merrill Lynch
has been providing services that warrant its retention nunc pro
tunc to September 21, 2009, which would require payment of
$50,000 per month for the prior five months, Justin R. Alberto,
Esq., at Bayard, P.A., in Wilmington, Delaware --
jalberto@bayardlaw.com -- relates.

                           About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SIX FLAGS: Unsecured Creditors Committee Members Down to Six
------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
informs the Court that her Office has removed John J. Gorman as a
member of the Official Committee of Unsecured Creditors.

The remaining committee members are:

  (1) Esopus Creed Value
      Attn: Joseph S. Criscione
      150 JFK Pkwy., Ste. 100
      Short Hills, New Jersey, 07078
      Tel No: (973)847-5904
      Fax No: (973)847-5693

  (2) Richard Schottenfeld,
      800 Third Ave., New York, NY 10022
      Tel No: (212)300-2222
      Fax No: (646)253-0722

  (3) HSBC Bank USA National Association
      Attn: Robert Conrad
      10 East 40th Street
      New York, NY 10016
      Tel No: (212)525-1314
      Fax No: (212)525-1366

  (4) The Bank of New York Mellon
      Attn: Gary Bush
      101 Barclay Street, Floor 8 West
      New York, NY 10286
      Tel No: (212)815-2747
      Fax No: (732)667-8734

  (5) The Coca-Cola Company
      Attn: Joseph Johnson, Esq.
      PO Box 1734, NAT 2008 Mail Stop
      Atlanta, GA 30313
      Tel No: (404)676-4150
      Fax No: (404)598-4150

  (6) Whirley Industries
      Attn: Susan M. Borland
      618 Fourth Ave., PO Box 988
      Warren, PA 16365
      Tel No: (800)825-5575 x 1158
      Fax No: (814)406-7152

                           About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates.  (http://bankrupt.com/newsstand/or 215/945-
7000).


SKYSERVICE AIRLINES: Shuts Operations, Files for Receivership
-------------------------------------------------------------
The National Post in Canada reports that Skyservice Airlines Inc.,
which has been in the highly competitive Canadian travel-tour
business for 25 years, unexpectedly folded Wednesday, unable to
recover from the impending loss of one of its key customers.

According to the report, the Toronto-based charter airline
abruptly filed for receivership in the Ontario Superior Court of
Justice after its majority stakeholder, Gibralt Capital Corp., and
one its key partners, Sunquest Vacations, a division of Thomas
Cook PLC, called in their loans with the carrier.

The National Post relates that the move is expected to result in
the immediate loss of more than 1,000 jobs, primarily at
Skyservice's base in Mississauga, Ontario, but across Canada and
the United States as well.


SMURFIT-STONE CONTAINER: Ch. 11 Plan Prompts Fierce Objections
--------------------------------------------------------------
Bankruptcy Law360 reports that Smurfit-Stone Container Corp. is
facing fierce opposition to the confirmation of its Chapter 11
plan, with numerous stakeholders, including Dow Chemical Co., the
U.S. trustee and noteholders, blasting what they call the plan's
lack of evenness.

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)


SOUTH BAY EXPRESSWAY: Gets April 21 Extension for Schedules
-----------------------------------------------------------
South Bay Expressway, L.P., and California Transportation
Ventures, Inc., won from the Bankruptcy Court an extension until
April 21, 2010, of the deadline within which they may file their
schedules of assets and liabilities, schedules of current income
and expenditures, schedules of executory contracts and unexpired
leases, and statements of financial affairs.

                    About South Bay Expressway

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes South Bay
Expressway Bankruptcy News.  The newsletter tracks the Chapter 11
proceeding undertaken by South Bay Expressway LP and California
Transportation Ventures Inc.  (http://bankrupt.com/newsstand/or
215/945-7000).


SPANSION INC: Court Approves Stipulation With ASML
--------------------------------------------------
ASM Lithography, Inc., and Advanced Micro Devices, Inc., were
parties to that certain Business Agreement effective January 1,
2002, pursuant to which ASM agreed to, among other things, sell
manufacturing equipment to AMD.  Spansion LLC and ASML US, Inc.
are successors-in-interest under the Business Agreement.

The initial term of the Business Agreement was three years, but
the term was later extended through December 31, 2008.  The
Business Agreement expired on December 31, 2008.

Pursuant to the terms of the Business Agreement, on September 5,
2006, Spansion LLC issued purchase order no. 5100241124 to ASML
for the purchase of a TWINSCAN XT: 1400F with all specified
features, accessories, and details, a lithography tool designed
for volume 200-mm and 300-mm wafer production at 65-nm
resolution.

Pursuant to the Purchase Order, the Twinscan was originally
scheduled to be delivered to Spansion LLC on February 20, 2007.
The purchase price for the Twinscan was EUR22,693,375.  ASML and
Spansion subsequently delayed delivery of the Twinscan, but a
delivery date was never finalized and the Twinscan ultimately was
not delivered.

On May 14, 2009, ASML filed Claim No. 186 asserting a general
unsecured prepetition claim for "at least $29,597,055, plus other
accrued and accruing interest, default interest, late charges,
taxes, attorneys' fees and costs, and other amounts due and owing
pursuant to the Business Agreement."

On June 26, 2009, each of the Debtors filed their schedules and
statements of financial affairs.  Spansion LLC scheduled ASML as
holding an allowed general unsecured claim for $603,000 relating
to maintenance and parts provided by ASML to the Debtors.  The
Scheduled Claim is not superseded by the Original Claim or the
Amended Claim.

The Debtors sent ASML a letter, on August 13, 2009, confirming
the expiration of the Business Agreement and, out of an abundance
of caution, filed a motion for an order pursuant to Section 365
of the Bankruptcy Code, authorizing the rejection of executory
contract with ASML US, Inc.  On September 1, 2009, the Court
entered its order granting the Debtors' motion authorizing the
rejection of executory contract with ASML US, Inc., nunc pro tunc
to August 13, 2009.

On September 4, 2009, the Debtors filed their Objection to Claim
No. 186 filed by ASML US, Inc., by which the Debtors object to
the portion of the Original Claim relating to the Twinscan and
request that the Court disallow any claim for damages related to
the Twinscan.

In response, ASML had requested that the Court deny the Claim
Objection and grant it an allowed claim.  The ASML Response
asserts that ASML is entitled to, among other things, payment of
the Twinscan purchase price and all related damages.

On November 2, 2009, ASML amended the Original Claim "to
include rejection damages arising in connection with the ASML
Contract."  The Amended Claim asserts a general unsecured
prepetition claim for "at least $41,530,122 plus other accrued
and accruing interest, default interest, late charges, taxes,
attorneys' fees and costs, and other amounts due and owing
pursuant to the Agreement and damages and remedies available
under law and equity."

                      The License Agreement

In addition, Spansion LLC and ASML Masktools are parties to that
certain Technology License Agreement effective December 19, 2005,
which grants to Spansion LLC and Spansion LLC's Qualified
Affiliates a nonexclusive and nontransferable license to use
certain patented technology and software, including "Scattering
Bar" technology, in the manufacture of Spansion-branded products.
The technology enables the Debtors to use a "scatter bar" as a
subresolution assist feature to aid wherever there is a
disruption in the patterns of constructive interfaces.  The
technology is useful in current 90 nm and 65 nm production flows,
on future 45 nm NOR technology and is also being implemented in
43 nm NAND products.

Because there is no cure amount associated with assumption of the
License Agreement, the terms of the License Agreement continue
until the patents that are the subject of the agreement expire,
and the License Agreement contains no ongoing payment
obligations, there are only benefits to the Debtors associated
with the assumption of the License Agreement.  The Debtors wish
to assume the License Agreement pursuant to Section 365 of the
Bankruptcy Code and believe that doing so will benefit the
Debtors' estates while posing no prejudice whatsoever to
creditors and other parties-in-interest.

               Settlement of The Twinscan Action

The Twinscan Action is still in its early stages and the parties
have not completed discovery or had an opportunity to prepare
expert reports or to brief many of the matters at issue in the
litigation.  Notwithstanding the Debtors' belief in the strength
of their defenses, and without expressing any opinion as to the
relative strength of ASML's claims, the Debtors maintain that
continued litigation of the Twinscan Action will be costly and
time-consuming, and like all litigation, inherently risky.

"Were the Debtors to continue the Twinscan Action, they would be
required to continue to spend significant resources on discovery
and trial preparation, motions for summary judgment, and a
lengthy trial to the detriment of other business needs," says
Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington,
Delaware.  "At the same time, the Twinscan Action would likely
consume a significant amount of time and energy of the Debtors'
management," he adds.

In early December, the Parties entered into good faith
negotiations to try to settle the Twinscan Action and provide for
the assumption of the License Agreement, which required ASML
Masktools' consent pursuant to Section 365(c) of the Bankruptcy
Code.  After much negotiation, the Parties agreed to the terms of
the Stipulation.

Under the Stipulation, the Debtors will grant ASML an allowed
claim for $5,700,000 in settlement of the Amended Claim, and will
allow the Scheduled Claim, which the Debtors do not dispute.  In
exchange, ASML will consent to the assumption of the License
Agreement, dismiss the Twinscan Action with prejudice, and agree
that there will be no additional claims by ASML against any of
the Debtors in the Chapter 11 Cases.  The stipulation also
contains mutual releases against the parties to the Claims and
the parties' affiliates, subsidiaries, shareholders, directors,
officers, employees, agents, attorneys, and their heirs, personal
representatives, successors and assigns, from any and all
liability from any claims, defenses, demands, liabilities and
obligations, damages, actions, causes of action, set-offs,
recoupments, costs and expenses relating to the Purchase Order or
the Twinscan.

The Stipulation will (i) result in a $35 million reduction in the
amount of the Amended Claim, (ii) ensure ASML's consent to assume
the License Agreement, (iii) eliminate the risks inherent in
litigation, (iv) permit the Debtors to focus their resources and
energies on their business operations, and (v) eliminate the need
for the Debtors to continue to spend significant sums to litigate
the Twinscan Action.

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: DIP Facility Extended Until May 10
------------------------------------------------
Spansion Inc. and its units seek authority from the U.S.
Bankruptcy Court for the District of Delaware to enter into
Amendment No. 1 to the Credit Agreement dated as of February 9,
2010, with Barclays Bank PLC, as Administrative Agent, Collateral
and Documentation Agent, Barclays Capital as Joint Lead Arranger
and Joint Book Runner, and Morgan Stanley Senior Funding, Inc., as
Joint Lead Arranger, Joint Book Runner and Syndication Agent.

At the Debtors' monthly omnibus hearing held March 23, 2010,
relates Michael R. Lastowski, Esq., at Duane Morris, LLP, in
Wilmington, Delaware -- mlastowski@duanemorris.com -- the Court
informed parties that a written decision on the issues raised at
the Confirmation Hearing would be issued no earlier than
March 26, 2010.

Assuming the Court decides to confirm the Plan, says
Mr. Lastowski, the Debtors and other parties-in-interest might
need to draft and jointly submit an order that conforms to the
Court's decision.  He adds that "While multiple forms of the
confirmation order have been circulated to interested parties and
filed with the Court, the preparation of a consensual form of
order may require at least a few days."

Proceeds of the Term Loan Facility were funded into an escrow
account on February 9, 2010.  Pursuant to the terms of the Credit
Agreement, these proceeds, which continue to be held in the
Escrow Account pursuant to the Credit Agreement and a related
escrow agreement, must be returned to the lenders unless the Plan
has been consummated and the other conditions to releasing the
funds from escrow have occurred on or before the date that is 60
days after the Closing Date -- that date being April 10, 2010 --
unless this period is extended with the written consent of
lenders holding more than two-thirds of the aggregate outstanding
principal amount of the loans, Mr. Lastowski says.

According to Mr. Lastowski, because the Court has not yet issued
its decision regarding confirmation of the Plan and the
Termination Date is now less than two weeks away, the Debtors
requested through the Administrative Agent that the lenders
extend the April 10 deadline by 30 days to May 10, 2010.

The Debtors are also seeking to amend the terms of each of the
Credit Agreement and the Escrow Agreement to accelerate the first
interest payment date so that it will occur on the date the
Amendment becomes effective and to permit the release of certain
amounts on deposit in the Escrow Account to the Administrative
Agent to be applied to pay to the lenders on the effective date
of the Amendment interest accrued since the Closing Date.

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Tessera Proposes Discovery for Infringement Claims
----------------------------------------------------------------
Tessera, Inc., filed three proofs of claim for damages that arise
from a patent infringement action that it filed against the
Debtors.

By this motion, Tessera seeks to compel discovery necessary to
respond to the Debtors' motion for an order estimating Tessera's
claims for patent infringement damages.

According to Tessera, the Debtors arrived at their deficient
figure in part by withholding discovery regarding more nine years
of damages that arise from the Debtors' liability for
contributory and induced patent infringement, and by withholding
sales data relevant to the Debtors' direct patent infringement,
all in violation of fundamental and mandatory principles of
patent damages law.

Tessera asserts that the Debtors' Estimation Motion sought,
without any evidentiary support, to drastically reduce its claims
for prepetition patent infringement damages.  Tessera contends
that it is entitled to obtain the discovery necessary to respond
to the Debtors' attempt to deprive it of the hundreds of millions
of dollars in damages that arise from the Debtors' decade-long
patent infringement.  Tessera avers that it is also entitled to
an adequate opportunity to analyze that discovery and present its
case for a proper estimation to the Court.

"Setting aside a reserve for Tessera's claims by means of the
estimation process is tantamount to setting a limit on the amount
of Tessera's claims because the plan provides for a pool of stock
that the unsecured creditors must share," Carl D. Neff, Esq., at
Ciardi Ciardi & Astin, in Wilmington, Delaware --
cneff@ciardilaw.com -- says.  "There are likely to be no, or
certainly limited, assets to satisfy Tessera's claims other than
the amount of stock reserved," he avers.

Specifically, Tessera asks the Debtors to:

  (a) state the number of ball grid array packages, by calendar
      month, that have been imported into the United States, or
      made, used, sold or offered for sale in the United States
      on or after October 7, 1999; and

  (b) identify the customer, purchase order, invoice, sales
      agreement, and Debtor sale office, relevant to each ball
      grid array package imported, sold, or offered for sale on
      or after October 7, 1999.

Tessera further asks the Debtors to produce these documents:

  * business records sufficient to verify responses to Tessera's
    Fourth Set of Interrogatories, a full-text copy of which is
    available for free at:

      http://bankrupt.com/misc/Spansion_Tessera4thSet.pdf

  * documents sufficient to show all ball grid array packages
    sales made on or after October 7, 1999

  * documents sufficient to show relevant information for each
    ball grid array sold on or after October 7, 1999

  * all purchase orders, invoices, and sales agreements for each
    ball grid array package imported, sold, or offered for sale

  * all documents which evidence the amount of any Tessera
    Prepetition Claims

  * all documents which evidence the calculation or estimation
    of any Tessera Prepetition Claims

  * documents sufficient to show sales of ball grid array
    packages in the United States by Advanced Micro Devices and
    Fujitsu America

  * U.S. quarter to date billing reports from October 7, 1999 to
    March 1, 2009

Mr. Neff asserts that the Debtors should be ordered to
immediately produce the requested discovery so that it can be
analyzed and addressed prior to any estimation hearing.  In the
alternative, Mr. Neff requests that the Court adopt Dr. Ryan
Sullivan's estimates regarding the full amount of damages that
have accrued during the prepetition period, which report was
filed with the Court under seal.

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPEEDWAY MOTORSPORTS: Moody's Retains 'Ba1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service downgraded Speedway Motorsports, Inc.'s
speculative-grade liquidity rating to SGL-3 from SGL-2.  The
downgrade reflects Moody's expectation that SMI will have
diminished headroom under its financial maintenance covenants due
to tightening of the covenant levels during 2010 and continued
softness in discretionary consumer and sponsor spending on
motorsports events.  SMI's Ba1 Corporate Family rating and stable
rating outlook are not affected.  Loss given default point
estimates were updated to reflect the current debt mix.

Issuer: Speedway Motorsports Inc.

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
     SGL-2

  -- Senior Subordinated Regular Bond/Debenture, Changed to LGD5
     -- 82% from LGD5 -- 83% (no change to Ba2 rating)

The SGL-3 rating indicates adequate liquidity due to low projected
headroom under financial maintenance covenants.  Moody's
anticipates the EBITDA cushion will fall below 10% once the final
step up in the EBIT to interest covenant to 3.0x occurs at the end
of 2010.  Moody's projects SMI will generate a modest amount of
free cash flow notwithstanding an estimated 10% EBITDA decline in
2010 and the company has no required debt maturities until the
$300 million revolver ($70 million drawn as of 12/31/09) expires
in July 2012.  Moody's believes the company can continue to
service its debt and the liquidity rating would likely be upgraded
if the projected covenant cushion improves.

The stable rating outlook reflects Moody's expectation that
leverage will begin to decline over the next 12-18 months as the
company continues to pay down revolver borrowings and cyclical
earnings pressure begins to subside.  Debt-to-EBITDA leverage
(3.3x FY 2009 incorporating Moody's standard adjustments) is
currently weak for the rating, but Moody's anticipate SMI will
maintain leverage at a 3x or lower range over the longer term and
expect debt-to-EBITDA to return to this level once economic
conditions improve.  Moody's anticipates SMI would likely obtain a
covenant amendment, if necessary, given continued free cash flow
generation and the modest exposure of bank lenders relative to the
asset value.  However, Moody's views cash distributions to
shareholders as aggressive and imprudent financial management in
the face of the operating and moderate covenant cushion.  Debt-to-
EBITDA leverage sustained above a 3x range due to cash
distributions to shareholders, debt-financed acquisitions, major
development projects, or a sustained decline in profitability from
a reversal in spectator interest in NASCAR or motor sports,
extended cyclical downturn, or decline in fan attendance at
sporting events due to acts of terrorism or other disruption could
negatively affect the rating.

The last rating action was on July 20, 2009, when Moody's changed
SMI's rating outlook to stable from negative and upgraded the
speculative-grade liquidity rating to SGL-2 from SGL-4 upon a
refinancing of the revolver.

SMI's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside SMI's core industry and
believes SMI's ratings are comparable to those of other issuers
with similar credit risk.

SMI, headquartered in Concord, NC, is the second largest promoter,
marketer and sponsor of motor sports activities in the US
primarily through its ownership of eight major race tracks.
NASCAR sanctioned events account for the majority of SMI's
approximate $551 million annual revenue.


STEWART & STEVENSON: Moody's Cuts Corp. Family Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings for Stewart &
Stevenson, LLC, including the Corporate Family Rating which was
lowered to B3 from B2.  The rating outlook is negative.

The downgrade reflects the contraction in Stewart & Stevenson's
business, uncertainty about the company's ability to strengthen
and sustain its margins, and Moody's expectations that Stewart &
Stevenson is likely to operate from a smaller, more highly levered
profile for the foreseeable future.  As energy prices fell in 2009
and industry activity slowed, demand for Stewart & Stevenson's new
equipment collapsed with revenue declining by over 50% and backlog
falling to $130 million at October 31, 2009, from a peak of
$640 million at November 3, 2007.  This was compounded by weaker
than expected performance in the company's aftermarket business as
oil and gas producers scaled back capital spending and many
drillers stacked rigs.  While Stewart & Stevenson's quoting
activity appears to have strengthened in recent periods and new
orders in the third quarter were up for the first time in five
sequential periods, the magnitude and extent of any recovery
remains uncertain.  Moody's believes the company may need to make
additional operational adjustments to strengthen its weak credit
metrics including adjusted debt/EBITDA of over 8x for the most
recent trailing twelve month period ending October 31, 2009 and
interest coverage of below 1x for the third quarter period.

The B3 rating reflects Stewart & Stevenson's small size, high
leverage on a small base of fixed assets, and weak credit metrics.
The ratings are supported by the company's adequate liquidity
which has benefitted from the unwind of working capital through
the downturn though that is likely to reverse in any meaningful
recovery.  While the company generates over 80% of its revenue
from the oil and gas industry, the ratings also benefit from the
company's reputation, wide product offering, and long-standing
relationships with its original equipment manufacturers.
The negative outlook considers Moody's concerns that the ratings
could experience further pressure in the absence of sustained
improved operational and financial performance.  While the current
ratings incorporate an expectation that Stewart & Stevenson's end
market conditions have at least stabilized, the ratings are likely
to be pressured if financial and operating performance were to
remain at or near recent run-rate levels.

The senior unsecured notes are double notched below the Corporate
Family Rating to reflect the presence of the very large
$250 million secured asset based loan facility ahead of the
$150 million of senior unsecured notes.  While the borrowing base
may be volatile over time, Moody's expect that over time it is
likely to remain at levels sufficient to warrant the double notch
under Moody's Loss Given Default methodology.

Ratings affected by the actions include:

* Corporate Family Rating lowered to B3 from B2

* Probability of Default Rating lowered to B3 from B2

* $150 million senior unsecured note due 2014 lowered to Caa2 (LGD
  5; 79%) from B3 (LGD 5; 74%)

* Outlook changed to negative from stable

* Speculative grade liquidity rating remains SGL-3

The last rating action was on September 25, 2006, when the B2
probability of default rating was assigned.

Stewart & Stevenson is a privately owned designer, manufacturer,
and marketer of specialized equipment and provides aftermarket
parts and service to the oil and gas and other industries.  For
the twelve month period ended October 31, 2009, the company had
approximately $788 million of revenues.


SWOOZIE'S INC: To Be Liquidated by Hilco Merchant Resources
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Swoozie's Inc. will
be liquidated by Hilco Merchant Resources LLC.  Under agreements
approved by the bankruptcy court in Atlanta, Hilco will pay a
guaranteed $7.43 million.  After recovering the guarantee plus 5%
from the going-out-of business sales, Hilco and Swoozie's will
split the excess 50-50.

According to the report, Hilco beat the opening bid from
liquidator Hudson Capital Partners LLC, which was making a
$5.34 million guarantee.  Newton, Massachusetts-based Hudson, as
stalking horse bidder, will receive a $75,000 breakup fee for
being outbid.

                        About Swoozie's Inc.

Swoozie's Inc. is a luxury gift and paper retail chain, operating
in 15 states with 43 locations.  It was founded in 2001 in
Atlanta, Georgia, by Kelly Plank Dworkin and the late David
Dworkin.

Swoozie's filed for Chapter 11 bankruptcy on March 2, 2010 (Bankr.
N.D. Ga. Case. No. 10-66316).  Judge C. Ray Mullins presides over
the case.  Dennis Connolly, Esq., and Wendy R. Reiss, at Alston &
Bird, LLP, in Atlanta, Georgia, serves as bankruptcy counsel.  Lee
Diercks at Clear Thinking Group LLC serves as the Debtor's
financial advisor.  In its petition, the Debtor listed estimated
assets of $1,000,001 to $10,000,000, and estimated debts of
$10,000,001 to $50,000,000.


SWOOZIE'S INC: To Close 43 Location in Next Few Weeks
-----------------------------------------------------
Christine Hall at Business Journal of Houston reports that
Swoozie's Inc. is going out of business and closing 43 U.S.
location including two in Houston area in the next six to eight
weeks. Hilco Merchant Resources LLC is handling the wind-down of
the company.

                        About Swoozie's Inc.

Swoozie's Inc. is a luxury gift and paper retail chain, operating
in 15 states with 43 locations.  It was founded in 2001 in
Atlanta, Georgia, by Kelly Plank Dworkin and the late David
Dworkin.

Swoozie's filed for Chapter 11 bankruptcy on March 2, 2010 (Bankr.
N.D. Ga. Case. No. 10-66316).  Judge C. Ray Mullins presides over
the case.  Dennis Connolly, Esq., and Wendy R. Reiss, at Alston &
Bird, LLP, in Atlanta, Georgia, serves as bankruptcy counsel.  Lee
Diercks at Clear Thinking Group LLC serves as the Debtor's
financial advisor.  In its petition, the Debtor listed estimated
assets of $1,000,001 to $10,000,000, and estimated debts of
$10,000,001 to $50,000,000.


TALON INTERNATIONAL: SingerLewak LLP Raises Going Concern Doubt
---------------------------------------------------------------
On March 29, 2010, Talon International, Inc., filed its annual
report on Form 10-K for the year ended December 31, 2009.

SingerLewak LLP, in Los Angeles, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company incurred a net loss of
$2.7 million for 2009, had an accumulated deficit of
$66.3 million and a working capital deficit of $17.1 million at
December 31, 2009.

The Company reported a net loss of $2.7 million on $38.7 million
of revenue for 2009, compared with a net loss of $8.4 million on
$48.2 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$13.8 million in assets and $25.0 million of debts, for a
stockholders' deficit of $11.2 million.

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

               http://researcharchives.com/t/s?5d04

Woodland Hills, Calif.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- supplies apparel
fasteners, trim and interlining products to manufacturers of
fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand.


THE DELI DEN: 365(d)(4) Expiration Entitled Lessor to Property
--------------------------------------------------------------
WestLaw reports that a lessor of nonresidential real property was
entitled to immediate possession after the 120-day period for
assumption or rejection of the lease expired without an effective
assumption of the lease by the Chapter 11 debtor, notwithstanding
the debtor's contention that this deemed rejection of the lease
merely remitted the parties to their state law rights, and that it
was still entitled to the procedural protections of state law.
The clear and unambiguous language of 11 U.S.C. Sec. 365(d)(4),
which required that property be "immediately surrendered" to the
lessor, prevailed over any contrary state law.  In re The Deli
Den, LLC, --- B.R. ----, 2010 WL 841366 (Bankr. S.D. Fla.) (Olson,
J.).

The Deli Den, LLC -- http://www.thedeliden.com/-- operates a
restaurant and bakery in Hollywood, Fla.  The Debtor sought
Chapter 11 protection (Bankr. S.D. Fla. Case No. 09-32072) on
Oct. 13, 2009.  A copy of the Debtor's chapter 11 petition is
available at http://bankrupt.com/misc/flsb09-32072.pdfat no
charge.


TRIBUNE CO: L.A. Times Gets OK to Sell Zetabid Majority Stake
-------------------------------------------------------------
Bankruptcy Judge Kevin Carey authorized Debtor Los Angeles Times
Communications LLC to sell its 66.67% ownership in Zetabid
Holdings LLC and enter into and perform obligations under the LLC
Membership Interest Purchase Agreement.

Before the entry of Judge Carey's order, Robert E. Bellack,
executive vice president of New Ventures for Los Angeles Times
Communications LLC, filed a declaration asking the Court to
approve the Motion.  According to Mr. Bellack, the Purchase
Agreement is the product of good faith and arms'-length
negotiations among the parties.  He also assured the Court that
Catalyst Homes is not affiliated with, nor is it an insider of Los
Angeles Times Communications LLC or any other Debtor.  He Bellack
added that the consideration Zetabid Holdings LLC agreed to tender
to L.A. Times in exchange for the Zetabid interest is fair and
reasonable.   Also before the entry of the Court's order, the
Debtors certified to the Court that no objection was filed as to
the request.

Zetabid is a national consumer brand which enables consumers to
purchase bank- and builder-owned properties at public auctions.

In June 2008, L.A. Times, together with two other companies,
created Zetabid to expand access to the inventory of residential
properties sold at auction and to open the market to domestic and
international buyers.  As of March 2, 2010, L.A. Times held a
66.67% interest in Zetabid, while Catalist Homes held the
remaining 33.33% interest.

Kate J. Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Wilmington, Delaware, relates that since Zetabid's
inception, L.A. Times has incurred an overall loss on its
investment and has incurred costs in Zetabid.   According to Ms.
Stickles, L.A. Times believes it is unlikely that investment and
costs will be recouped in the foreseable future.  L.A. Times has
determined it cannot justify continued investment of financial and
creative resources in Zetabid, in light of its need to invest
elsewhere in its business operations.

In light of these considerations, L.A. Times and Catalist have
negotiated the Purchase Agreement and related documents, which
provide for the sale of L.A. Times' interest in Zetabid.
Specifically, the transaction contemplates that, pursuant to the
Purchase Agreement, Zetabid will purchase the total amount of L.A.
Times' membership interest in Zetabid for an aggregate price of
$10.  The Purchase Agreement also contemplates that L.A. Times and
Zetabid will each grant certain mutual, customary releases.  As
additional consideration, the management committee and the board
of directors of Zetabid have entered into a Joint Written Consent,
dated March 2, 2010, authorizing Zetabid to make a special
distribution to L.A. Times in an amount equal to two-thirds the
value of Zetabid's total assets, which amounts to approximately
$200,000.

Upon consummating the sale of L.A. Times' interest in Zetabid, the
Parties will terminate all current and service agreements between
Zetabid and L.A. Times related to L.A. Times' ownership of
Zetabid.

                        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: Objects to R. Henke's $100 Million Claim
----------------------------------------------------
Tribune Co. and its units ask the Bankruptcy Court to disallow and
expunge in its entirety Robert Henke's Claim No. 3697 asserting
$100,000,000 in damages for alleged defamation.  The Claim is
asserted against Debtor The Baltimore Sun Company.

Mr. Henke filed a complaint, on January 12, 2009, in the Maryland
state court asserting that an October 7, 2007 article published in
the Baltimore Sun newspaper represents a "well-crafted defamatory
fabrication" in that "both the prominent theme of the article and
the compelling evidence for that theme were untrue."  According to
the Debtors, the Complaint does not specify any statement in the
article Mr. Henke believes was untrue.

The Debtors assert that the lawsuit underlying the Henke Claim is
time-barred.  The Debtors note that Maryland law provides that a
one-year statute of limitations for bringing an action for
assault, libel, or slander.

The Debtors further aver that it is apparent from the face of
Mr. Henke's claim that the claim could not survive a motion to
dismiss for failure to state a claim upon which relief can be
granted under Maryland law, which governs the claim since the
relevant article was published in Maryland and the Complaint is
pending in the state's court.

Moreover, the Debtors contend, Mr. Henke's claim must be
disallowed because he fails to set forth any factual assertions
relating to particular damages he might have suffered as a result
of the Sun article.

                        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)


TRIDENT RESOURCES: Plan Proposes $800M Debt Reduction
-----------------------------------------------------
Bankruptcy Law360 reports that Trident Resources Corp. has put
forth a reorganization plan that would see secured creditors
making a full recovery but would cancel all general unsecured
claims in order for the Canadian natural gas company to slash its
consolidated debt from about $1.2 billion to $400 million.

Calgary, Alberta-based Trident Resources Corp. operates a natural
gas exploration and development company.  The Company and its
affiliates filed for Chapter 11 on September 8, 2009 (Bankr. D.
Del. Case Nos. 09-13150 to 09-13154).  Trident Exploration Corp.
and certain of TEC's Canadian subsidiaries filed an application
with the Court of Queen's Bench of Alberta, Judicial District of
Calgary, under the Companies' Creditors Arrangement Act (Canada).

Trident on December 3, 2009, obtained an extension from the
Canadian Court of the "stay period" in its Canadian proceedings
until January 15, 2010, to allow the Debtors to focus on their
restructuring efforts.

In their petition, the Debtors listed $10,000,001 to $50,000,000
in assets and $500,000,001 to $1,000,000,000 in debts.  As of
October 31, 2009, the Debtors had $374,484,559 in total assets
against $612,233,705 in total liabilities.


US CONCRETE: Annual Stockholders' Meeting Slated for May 3
----------------------------------------------------------
The Annual Meeting of Stockholders of U.S. Concrete, Inc. will be
held on May 3, 2010, at 8:00 a.m., local time, at the Hilton
Houston Westchase at 9999 Westheimer Road, in Houston, Texas.  At
the meeting, shareholders will be asked to consider and take
action on:

     -- elect seven directors to serve until the 2011 annual
        meeting of stockholders;

     -- ratify the appointment of PricewaterhouseCoopers LLP as
        the independent registered public accounting firm of U.S.
        Concrete for the year ending December 31, 2010; and

     -- transact any other business that may properly come before
        the annual meeting or any adjournment or postponement of
        the meeting.

The Company's Board of Directors has set the close of business on
March 9, 2010, as the record date for determining stockholders
entitled to receive notice of and to vote at the annual meeting.

As of March 9, 2010, entities holding beneficial ownership of the
Company's common stock include:

                                    Shares beneficially owned
     Name                           Number            Percent
     ----                           ------            -------
     Dimensional Fund Advisors LP   2,714,582          7.25%
     BlackRock, Inc.                2,100,522          5.61%
     Rutabaga Capital Management    2,042,472          5.46%
     William T. Albanese              950,221          2.54%
     Vincent D. Foster                618,306          1.65%
     Michael W. Harlan                578,711          1.55%

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

Houston, Tex.-based U.S. Concrete, Inc. is a major producer of
ready-mixed concrete, precast concrete products and concrete-
related products in select markets in the United States.

According to the Troubled Company Reporter on March 19, 2010,
U.S. Concrete Inc. filed its annual report Form 10-K for the
year ended December 31, 2009, with the Securities and Exchange
Commission.  In the Form 10-K, PricewaterhouseCoopers LLP, in
Houston, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has experienced severe sales volume declines and
diminished liquidity and may be unable to satisfy its obligations
and fund its operations in 2010.

The Company's balance sheet as of Dec. 31, 2009, showed
$389.2 million in assets and $399.4 million of debts, for a
stockholders' deficit of $10.2 million.


VAST COMPANIES: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Vast Companies, LLC
                1946 E. Kentucky Lane
                Tempe, AZ 85284

Bankruptcy Case No.: 10-08793

Involuntary Chapter 11 Petition Date: March 30, 2010

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

Judge: George B. Nielsen Jr

Debtor's Counsel: Pro Se

Petitioners' Counsel: Not Stated

Creditors who signed the Chapter 11 petition:

  Petitioners                 Nature of Claim      Claim Amount
  -----------                 ---------------      ------------
JAMES F. GUTHRIE              Not Available        Not Available
646 E. MALIBU DR.
TEMPE, AZ 85252

MIKE HICKEY                   Not Available        Not Available
800 N. MCQUEEN RD.
CHANDLER, AZ 85225


VOUGHT AIRCRAFT: Ernst & Young Raises Going Concern Doubt
---------------------------------------------------------
On March 26, 2010, Vought Aircraft Industries, Inc., filed its
annual report on Form 10-K for the year ended December 31, 2009.

Ernst & Young LLP, in Dallas, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that under the terms of its senior
credit facility, the Company is required to prepay or refinance
any amounts outstanding on its $270 million Senior Notes by the
last business day of 2010 or must repay the aggregate amount of
loans outstanding at that time.

On March 23, 2010, the Company entered into a merger agreement
with Triumph Group, Inc. pursuant to which the Company will be
acquired by Triumph.

"In the event that the anticipated acquisition is not completed
and such indebtedness remains outstanding, we plan to refinance
our senior credit facility or the Senior Notes prior to the last
business day of 2010.  There are no assurances that we will be
able to refinance on commercially reasonable terms or at all.
This creates an uncertainty about our ability to continue as a
going concern."

The Company reported net income of $328.3 million on
$1.878 billion of revenue for 2009, compared to net income of
$93.7 million on $1.775 billion of revenue for 2008.  Net income
for 2009 included $213.6 million of income from discontinued
operations related to the sale of the 787 business during the
third quarter of 2009.

"Vought ended the year with increased sales and improved operating
income.  Our announced combination with Triumph is an exciting
development for Vought," said Vought President and Chief Executive
Officer Elmer Doty.  "The resulting publicly traded company will
possess the scale and resources to confidently address the
opportunities and challenges of today's aerospace market."

The Company's balance sheet as of December 31, 2009, showed
$1.510 billion in assets and $2.013 billion of debts, for a
stockholders' deficit of $503.5 million.

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

                   http://researcharchives.com/t/s?5cf7

A full-text copy of the press release disclosing the Company's
financial results for the fiscal year ended December 31, 2009, is
available for free at:

                   http://researcharchives.com/t/s?5cf8

Headquartered in Dallas, Vought Aircraft Industries, Inc.
-- http://www.voughtaircraft.com/-- is one of the world's largest
independent suppliers of aerostructures.  The Company designs and
manufactures major airframe structures such as wings, fuselage
subassemblies, empennages, nacelles and other components for prime
manufacturers of aircraft.  On March 23, 2010, the Company entered
into a merger agreement with Triumph Group, Inc. pursuant to which
the Company will be acquired by Triumph for cash and stock
consideration of $1.44 billion, including the retirement of Vought
debt.


WASHINGTON MUTUAL: Shareholders Can Intervene in JPM, FDIC Suits
----------------------------------------------------------------
Bankruptcy Judge Mary Walrath allowed the Official Committee of
Equity Security Holders in Washington Mutual Inc.'s case to
intervene in the adversary proceedings involving (i) WaMu's
request for the turnover of $4 billion in funds held by JPMorgan
Chase Bank, National Association, referred to as the "Turnover
Proceeding," and (ii) JPMorgan's complaint against the Debtors,
the Official Committee of Unsecured Creditors and the Federal
Deposit Insurance Corporation to ensure that it is not divested of
the assets and interests it purchased in good faith from the FDIC,
as receiver for Washington Mutual Bank, referred to as the
"JPMorgan Proceeding."

The Equity Committee said that the outcome of the Adversary
Proceedings will have a significant impact on the ultimate
recoveries available for equity security holders.  The
Intervention is necessary to allow it to exercise its fiduciary
duties to assert and protect the equity security holders'
interests, according to the Equity Committee.

            Black Horse Supports Equity Committee's
              Request for Shareholder's Meeting

Meanwhile, Black Horse Capital Management LLC contends that the
Official Committee of Equity Security Holders' request for summary
judgment in its favor to require Washington Mutual, Inc., to
schedule an annual shareholder's meeting in April 2010 "is in the
best interests of the Debtors' estates as a whole."

Black Horse is the holder of certain preferred "hybrid" equity
securities of the Debtors that are classified in Class 18, or
denominated the REIT Series in the Joint Chapter 11 Plan of
Reorganization.

Ian Connor Bifferato, Esq., at Bifferato LLC, in Wilmington,
Delaware -- cbifferato@bifferato.com -- related that the Plan
contemplates to provide no return on its equity securities, but
(i) provides the maximum amount of postpetition interest
available to unsecured creditors, (ii) requests impermissible
releases for the Debtors' current and former management, and
(iii) preserves all future value for creditors already being paid
in full.

According to Mr. Bifferato, the Debtors' equity security holders
have been "ignored" in the negotiation of an agreement under the
Plan despite the appointment of the Equity Committee.  Hence, he
insisted, the best means for equity holders to communicate their
opposition "is through the calling of a shareholder meeting with
all deliberate speed."

Mr. Bifferato pointed out that numerous shareholders have
expressed to the Court their concerns regarding the negotiations.
Under these circumstances, he averred, Washington law provides
shareholders with the right to call a meeting.

The Equity Committee's request is also supported by more than
$900 million out of $4 billion of Hybrid Preferreds managed by
Black Horse, Pine River Capital Management LP, Scoggin Capital
Management LP, The Visium Funds, VR Global Partners L.P.,
Whitebox Advisors, among others, Mr. Bifferato noted.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: SPCP, Longacre Buy Claims
--------------------------------------------
In separate notices filed with the Court, three parties notified
the Court they sold, transferred and assigned rights to their
proofs of claim to these transferees:

  Transferor              Transferee        Claim No.  Claim Amt.
  ----------              ----------        ---------  ----------
Tata America          SPCP Group, L.L.C.      2496     $2,823,867
International Corp.

En Pointe             Longacre Opportunity   unknown    2,081,698
Technologies          Fund, L.P.

En Pointe             Longacre Opportunity   unknown    1,055,442
Technologies          Fund, L.P.

En Pointe             Longacre Opportunity   unknown      328,927
Technologies          Fund, L.P.

Gilbert D. Grimmett   Corre Opportunities    unknown        3,200
                      Fund, L.P.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP served as legal counsel to WMI with
responsibility for the litigation.  Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the chapter 11 case.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: To Seek Approval of Plan Outline May 19
----------------------------------------------------------
Washington Mutual, Inc., and WMI Investment Corp. delivered to the
U.S. Bankruptcy Court for the District of Delaware on March 26,
2010, a Joint Chapter 11 Plan of Reorganization and Disclosure
Statement outlining the Plan.

"[WaMu] is pleased to have reached this important milestone in
the Chapter 11 process.  The proposed Plan will provide
substantial recoveries for the Company's creditors and reflects
[WaMu's] diligent efforts over the last 18 months to maximize the
value of the bankruptcy estate," the Company said in an official
statement.

The Plan essentially incorporates, and is conditioned upon, a
settlement agreement, to be executed by and among the Debtors;
J.P. Morgan Bank, National Association; the Federal Deposit
Insurance Corporation in its capacity as receiver for Washington
Mutual Bank; the FDIC in its corporate capacity; certain settling
Note Holders; and the Official Committee of Unsecured Creditors.

The Settlement Note Holders consist of (i) Appaloosa Management
L.P. on behalf of Appaloosa Investment L.P. I, Palomino Fund
Ltd., Thoroughbred Fund, L.P., and Thoroughbred Master Ltd. --
the Appaloosa Parties; (ii) Centerbridge Partners, L.P., on
behalf of Centerbridge Credit Advisors, LLC, and Centerbridge
Special Credit Advisors, LLC -- the Centerbridge Parties; (iii)
Owl Creek Asset Management, L.P., on behalf of Owl Creek I, L.P.,
Owl Creek II, L.P., Owl Creek Overseas Fund, Ltd., Owl Creek
Socially Responsible Investment Fund, Ltd., Owl Creek Asia I,
L.P., Owl Creek Asia II, L.P., and Owl Creek Asia Master Fund,
Ltd. -- the Owl Creek Parties, and (iv) Aurelius Capital
Management, LP, on behalf of Aurelius Capital Master, Ltd., ACP
Master, Ltd., and Aurelius Convergence Master, Ltd -- the
Aurelius Parties, who each owns securities issued by, or have
claims against, WaMu.

"The Plan is supported by JPMC and significant creditor groups of
the Company," WaMu added.

WaMu has asked Bankruptcy Judge Mary F. Walrath to schedule a
hearing on May 19, 2010, to consider approval of the Disclosure
Statement.  Following approval of the Disclosure Statement, the
Company will ask the Bankruptcy Court to confirm the Chapter 11
Plan by July 20, 2010.

                 Global Settlement Agreement

WaMu Chief Restructuring Officer William C. Kosturos relates that
the Global Settlement Agreement sets forth the compromise and
settlement among the settlement parties of, among other things:

  -- the litigation styled Washington Mutual, Inc. and WMI
     Investment Corp. v. FDIC, in the U.S. District Court for
     the District of Columbia, or the WaMu Action;

  -- the adversary proceeding in the Debtors' Chapter 11 cases
     styled JPMorgan Chase Bank, N.A. v. Washington Mutual,
     Inc., et al., or the JPMC Action;

  -- the adversary proceeding in the Debtors' Chapter 11 cases
     styled Washington Mutual, Inc., et al. v. JPMorgan Chase
     Bank, N.A., or the Turnover Action;

  -- the Rule 2004 Inquiry, or the discovery authorized by the
     Bankruptcy Court and conducted by the Debtors, pursuant to
     Rule 2004 of the Federal Rules of Bankruptcy Procedure, in
     order to facilitate the Debtors' inquiry into the existence
     of potential additional claims and causes of action they
     may have against JPMorgan;

  -- the proof of claim filed by the Debtors and each of WaMu's
     direct and indirect non-banking subsidiaries on
     December 30, 2008, against the FDIC Receiver in connection
     with WMB's receivership, asserting claims on behalf of the
     Debtors' estates, and as asserted in the WaMu Action;

  -- the proofs of Claim filed by JPMorgan against the Debtors
     and their estates;

  -- the FDIC Receiver's Claim No. 2140 filed against the
     Debtors in an unliquidated amount; and

  -- the asserted transfer of the Trust Preferred Securities and
     the consequent issuance of the REIT Series, which refers to
     (i) Series I Perpetual Non-Cumulative Fixed-to-Floating
     Preferred Stock, (ii) Series J Perpetual Non-Cumulative
     Fixed Rate Preferred Stock, (iii) Series L Perpetual Non-
     Cumulative Fixed-to-Floating Rate Preferred Stock, (iv)
     Series M Perpetual Non-Cumulative Fixed-to-Floating Rate
     Preferred Stock, and (v) Series N Perpetual Non-Cumulative
     Fixed-to-Floating Rate Preferred Stock.

The Global Settlement Agreement specifically provides that on the
effective date of the Agreement, JPMorgan will turn over to the
Debtors' estates more than $4 billion in funds on deposit with
JPMorgan in WaMu's disputed accounts with WMB and WMBfsb.  The
JPMorgan Entities, the FDIC Receiver, and FDIC Corporate will
waive all of their claims with respect to the Disputed Accounts.
The FDIC Receiver and FDIC Corporate will also waive and release
any rights to seize or set off the Disputed Accounts.

In addition, JPMorgan will transfer to and release any security
interest in or lien on an administrative account, having a
balance, as of the Petition Date, of approximately $52.6 million,
to WaMu.

Under the Global Settlement Agreement, the parties have agreed to
share expected net tax refunds, in the approximate amount of $5.4
to $5.8 billion, in these allocations:

  * About 30% of the first portion of the Tax Refunds that are
    received will be allocated to the Debtors, and the remaining
    70% of the Refunds to JPMorgan.  The Debtors estimate the
    First Portion of the Tax Refunds at $2.7 to $3.0 billion, of
    which approximately $810 to $900 million would be allocated
    to the Debtors' estates.

  * The second portion, which refers to any additional net Tax
    Refunds, will be allocated at 40.4% to WaMu and 59.6% to the
    FDIC Receiver.  The Debtors estimate that the Second Portion
    of the Tax Refunds will be approximately $2.7 to
    $2.8 billion, approximately $1.09 to $1.13 billion of which
    would be allocated to the Debtors' estates.

Tax Refunds received will be held in escrow pending the final
determination of all Tax Refunds and tax liabilities relating to
the Tax Group for all applicable tax periods.  However, 50% of
any portion of a Tax Refund that represents interest and 50% of
any earnings on Tax Refunds held in escrow will be released from
escrow on a current basis.

Pursuant to Sections 363 and 365 of the Bankruptcy Code, the
Debtors, other than WMB, the FDIC Receiver and the WMB
Receivership will sell, transfer, and assign to the JPMorgan
Entities, free and clear of all liens, claims, interests and
encumbrances, their right title and interest, in:

  (i) the Trust Preferred Securities;

(ii) the Washington Mutual, Inc. Flexible Benefits Plan and any
      checks made out to, or received by WaMu, or otherwise for
      the benefit of the Medical Plan, which includes uncashed
      checks in an amount equal to the pharmacy rebates received
      by the WaMu Entities from and after the Petition Date
      currently estimated to be approximately $775,000;

(iii) certain JPMorgan rabbi trusts and "BOLI/COLI policies" and
      their proceeds as defined under the Plan;

(iv) the WaMu Pension Plan and the Retirement Income Plan for
      the Salaried Employees of Lakeview Savings Bank and all of
      WaMu's interest in the assets contained in any trust or
      otherwise associated with the Pension Plans;

  (v) the proceeds of the litigation entitled Anchor Savings
      Bank, FSB v. United States, No. 95-39C, currently pending
      in the U.S. Court of Federal Claims, and on appeal in the
      U.S. Court of Appeals for the Federal Circuit, as Anchor
      Savings Bank, FSB v. United States.

(vi) the Visa Shares and the VISA Strategic Agreement as
      defined under the Global Settlement Agreement;

(vii) certain intellectual property;

(viii) WMI Investment's indirect membership interest in a
      portfolio holding company, JPMC Wind Investment Portfolio
      LLC, which owns an equity interest in certain wind
      investment projects; and

(ix) certain bonds issued by certain insurance or bonding
      companies on behalf of WMB and FSB, pursuant to a general
      agreement of indemnity dated as of June 14, 1999, executed
      and delivered by WaMu.

The Global Settlement Parties further agree that JPMorgan will
pay WaMu $50 million for WaMu's 3.147 million Class B shares of
Visa USA Inc.  WaMu will retain all dividends received prior to
the effective date of the Agreement.  JPMorgan will assume
liabilities of the WaMu Entities relating to the "interchange"
litigation, which refers to an action styled In re Payment Card
Interchange Fee and Merchant-Discount Anti-trust Litigation,
currently pending in the U.S. District Court for the Eastern
District of New York and Attridge v. Visa U.S.A. Inc. et al.,
currently pending in California Superior Court.  Under the
Interchange Litigation, plaintiffs under consolidated class
actions allege that Visa and its member bank, including WMB,
colluded to artificially inflate fees charged to merchants
accepting the Visa card.

JPMorgan will also pay all obligations of WMB, WMB's subsidiaries
or JPMorgan under certain intercompany notes identified in the
Global Settlement Agreement, and will forgive certain obligations
of the WaMu Entities, which will be deemed to be fully discharged
and cancelled.  JPMorgan will cause its affiliates to continue
providing loan servicing with respect to certain mortgage loans
owned by the Debtors or their affiliates.

JPMorgan will assume the liabilities and obligations of the WaMu
Entities for remediation or clean-up costs and expenses arising
from the litigation styled California Dept. of Toxic Substances
Control, et al. v. American Honda Motor Co., Inc., et al.,
currently pending in the U.S. District Court for the Central
District of California.  The Debtors have agreed to object to any
proofs of claim filed against their Chapter 11 estates relating
to the Litigation.

JPMorgan will assume liabilities in connection with the assets it
receives pursuant to the Global Agreement.  On or after Plan
Effective Date, JPMorgan will pay or fund the payment of certain
claims that have been allowed, which relate to those Liabilities.

JPMorgan further agrees to pay any proofs of claim filed against
the Debtors by vendors with respect to services, software
licenses, or goods provided to WMB and its subsidiaries.
JPMorgan will pay to WaMu $50 million for the satisfaction of
claims against WaMu by vendors with respect to the Vendor
Services provided for the benefit of WMB prior to the Petition
Date.

JPMorgan will also (i) pay to the holders of the REIT Series
$50 million, or (ii) distribute to the holders of the REIT Series
shares of its common stock having a value of $50 million.

JPMorgan's Claims will be allowed and will be entitled to receive
the same treatment afforded Allowed General Unsecured Claims
under the Plan.  In partial consideration for the releases and
other benefits provided to JPMorgan, JPMorgan will waive any
distribution it otherwise would be entitled to receive on account
of its claims.

The FDIC Receiver will receive distributions for its Claim No.
2140 in accordance with the Global Agreement.

A full-text copy of the Proposed Global Settlement Agreement is
available at no charge at:

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

                      Liquidation Trust

The Plan also provides that a liquidating trust will be
established for the sole purpose of liquidating and distributing
the Trust's assets, in accordance with section 301.7701-4(d) of
U.S. Treasury Regulations issued by the Internal Revenue Service,
with no objective to continue or engage in the conduct of a trade
or business.

The Liquidating Trust will consist of the Liquidating Trust
Assets, which refer to all assets of the Debtors except:

  (i) cash to be distributed by the Reorganized Debtors as
      Disbursing Agent to holders of Allowed Administrative
      Expense Claims, Allowed Priority Tax Claims, Allowed
      Priority Non-Tax Claims, Allowed Convenience Claims, WMI
      Vendor Claims, Allowed Trustee Claims, and the fees and
      expenses owed to professionals;

(ii) cash necessary to reimburse the Reorganized Debtors for
      fees and expenses incurred in connection with initial
      distributions made by the Reorganized Debtors as
      Disbursing Agent;

(iii) "Creditor cash" on the Plan Effective Date, which the
      Reorganized Debtors will distribute in accordance with the
      Plan to (i) satisfy claims, (ii) fund the Liquidating
      Trust under the Plan, (iii) make pro rata distributions to
      holders of Disputed Claims that have been allowed, (iv)
      make pro rata distributions to holders of Administrative
      Expense Claims that have not yet been filed or Allowed as
      of the Effective Date, and (v) fund the ongoing operations
      of the Liquidating Trust;

(iv) the equity interests in WMI Investment, which assets will
      be contributed to the Liquidating Trust; and

  (v) cash received on account of the Rights Offering.

On the Plan Effective Date, the Debtors will transfer all of the
Liquidating Trust Assets to the Liquidating Trust.  The Trust
will assume all of WaMu's rights and obligations pursuant to the
Global Settlement Agreement.  WaMu will have no further liability
or obligations to the extent that the Transfer will not impose
any additional obligations or liabilities on JPMorgan.

A Liquidating Trustee, which will be designated by the Debtors
and the Creditors' Committee, will be tasked:

  (a) to hold, manage, and convert to Cash, and distribute the
      Liquidating Trust Assets;

  (b) to hold the Liquidating Trust Assets for the benefit of
      the Liquidating Trust Beneficiaries, whether their Claims
      are Allowed on or after the Effective Date;

  (c) to investigate, prosecute, settle or abandon rights,
      causes of action, or litigation of the Trust;

  (d) to monitor and enforce the implementation of the Plan;

  (e) to file all tax and regulatory documents required with
      respect to the Trust;

  (f) to object to claims, and manage, control, prosecute,
      and settle on behalf of the Liquidating Trust;

  (g) to take all actions necessary and create any document
      necessary to implement the Plan;

  (h) to hold, manage, and distribute Cash or non-Cash Trust
      Assets obtained through the exercise of its power and
      authority;

  (i) to act as a signatory to the Debtors for all purposes; and

  (j) to take all necessary actions and file all appropriate
      requests to obtain an order closing the Chapter 11 Cases.

Under no circumstance may the Liquidating Trustee serve on the
Board of Directors of any Affiliate of the Liquidating Trust.

The Liquidating Trustee is required to distribute to the holders
of Allowed Claims on account of their Liquidating Trust
Interests, on a quarterly basis, all unrestricted Cash on hand.
However, the Liquidating Trustee will not be required to make a
distribution pursuant to the Plan unless and until the aggregate,
net amount of unrestricted Cash available for distribution is at
least $25,000,000 or a lesser amount as the Liquidating Trustee
determines would make distribution impracticable, in accordance
with applicable law.

The costs and expenses of the Liquidating Trust, including the
fees and expenses of the Liquidating Trustee and its retained
professionals, will be paid out of the Liquidating Trust Assets.

        Cancellation of Existing Securities & Agreements

On the latest to occur of (i) the Plan Effective Date, (ii) the
Court's entry of a final order resolving all Claims in the
Debtors' Chapter 11 cases, and (iii) the final distribution made
to holders of Allowed Claims in accordance with the Plan, any
document, agreement, or instrument evidencing any Claim or Equity
Interest will be deemed automatically cancelled and terminated
without further act or action under any applicable agreement,
law, regulation, order, or rule and the obligations of the
Debtors.  Equity Interests will be discharged.

The Debtors' indentures and guarantee agreements with the Senior
Notes Indenture Trustee, Senior Subordinated Notes Indenture
trustee, CCB-1 trustee, CCB-2 trustees, and PIERS trustee,
however, will continue for the purposes of (i) distributions
pursuant to the Plan, (ii) maintaining and assert any right or
lien for reasonable fees, costs, expenses and indemnities, (iii)
effectuating the subordination provisions of the Agreement
documents, (iv) enabling the noteholders to receive
distributions, and (v) enabling the Trustees to make applications
in accordance with the Plan.

                        Rights Offering

Pursuant to the Plan, holders of Allowed PIERS Claims, as defined
under the Plan, will receive subscription rights entitling them
to purchase Pro Rata Share of Additional Common Stock, if they
possess the right to purchase at least the minimum amount
prescribed by the Backstop Commitment Agreement, which will
executed by and between the Debtors and the Backstop Purchasers
-- in form and substance reasonably satisfactory to the
Creditors' Committee -- in connection with the Rights Offering.

The rights offering is being backstopped by affiliates of
Appaloosa, Centerbridge Partners, Owl Creek Asset Management and
Aurelius Capital.

Each eligible holder of Subscription Rights will have the right,
but not the obligation, to participate in the Rights Offering as
provided in the Plan, and will be entitled to acquire all or none
of its Pro Rata Share of Additional Common Stock.

Pursuant to the Rights Offering, a minimum aggregate number of
shares of Additional Common Stock having a value of $50,000,000
will be available for purchase; provided, that the number of
shares may be increased in accordance with the Backstop
Commitment Agreement, with the increased amount to be fixed and
disclosed by the Debtors no later than three days prior to the
scheduled hearing to approve the Disclosure Statement.

On the Effective Date, or as soon as reasonably practicable
thereafter, the Rights Offering Agent will facilitate the
distribution of the Additional Common Stock purchased pursuant to
the Rights Offering.

                      Alternatives to Plan

The Debtors believe that the Plan, which embodies the Global
Settlement Agreement, enables creditors to realize the most value
under the circumstances and is in the best interests of their
estates and creditors.  Having carefully considered the merits of
each of their claims against JPMorgan, the FDIC Receiver, and
FDIC Corporate, and the defenses and counterclaims of those
parties, the Debtors have determined that entering into the
Agreement is the best way to secure considerable value for their
estates as opposed to proceeding with expensive, protracted
litigation with no certainty of any additional gain.

The Debtors will deliver to the Court their Chapter 7 liquidation
analysis and assumptions "at a later date."  The Debtors will
also file as soon as practicable their Plan Supplements
consisting of (i) the Liquidating Trust Agreement, (ii) the
Reorganized Debtors By-laws, (iii) the Reorganized Debtors'
Certificates of Incorporation, and (iv) a list of executory
contracts and unexpired leases to be rejected pursuant to the
Plan which, in each case, will be "in form and substance
satisfactory to the Settlement Note Holders and the Creditors'
Committee."

A full-text copy WaMu's Disclosure Statement is available for
free at http://bankrupt.com/misc/WaMu_Ch11ReorgPlan.pdf

A full-text copy of the WaMu's Chapter 11 Plan is available for
free at http://bankrupt.com/misc/WaMu_DisclosureStatement.pdf

              Global Settlement Hits Roadblock

As of March 26, 2010, "the FDIC has not agreed to all of the
provisions contained in the draft settlement agreement.  However,
discussions are ongoing among the parties and they are hopeful
that such agreement will be obtained in the near future," WaMu
clarified in its official statement.

"The [P]lan, [D]isclosure [S]tatement, and Settlement Agreement
that were filed on [March 26] do not reflect the continuing
discussions among the parties," the FDIC said in an e-mailed
statement to Reuters on March 29, 2010.

The FDIC backed away from its support for the $1.4 billion Tax
Refunds benefiting JPMorgan following a meeting with WaMu
bondholders who oppose the deal, people familiar with the talks
told the Wall Street Journal.

The FDIC is working with all parties involved to reach agreement
with respect to all terms of the Global Settlement Agreement, an
FDIC spokesperson told Reuters.

"We continue to be engaged in constructive discussions with the
relevant parties," a JPMorgan spokesman told the Journal on
March 28.

In a separate statement, the Washington Mutual Senior Bondholders
expressed their collective support for the FDIC in opposing the
Global Settlement Agreement, saying the Agreement is
"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, Esq., at Boies, Schiller & Flexner LLP, in Washington,
D.C., -- wisaacson@bsfllp.com -- said on behalf of the
Bondholders, in an official press statement.

"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," Mr. Isaacson added.

The Bondholders related that they, along with the FDIC, opposed a
proposed settlement dated March 12, 2010, in WaMu's Chapter 11
proceedings.  The Settlement, among other issues, seeks to
resolve claims to the FDIC by JPMorgan to two tax refunds that
arose after the asset sale and that the senior bondholders
maintain should be paid to WMB Receivership.  Senior bondholders
have objected to the proposed settlement in part because the
proposed settlement would unfavorably resolve a claim by JPMorgan
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 made this
claim despite the fact that the same legislation bars TARP
recipients like JPMorgan from receiving those tax refunds.

The Bondholders have also objected to JPMorgan 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 for
$1.88 billion.

Senior bondholders have contended to the FDIC that the Global
Settlement described in the Bankruptcy Court would have
improperly permitted JPMorgan 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.

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.

In separate filings entered on the Court dockets on March 30,
more than 90 WaMu equity stakeholders expressed disappointment
over the Global Settlement, which they insist was created
"without the input" of the Official Committee of Equity Security
Holders.

Given that the Equity Committee sought the scheduling of a
shareholder meeting to elect a WaMu's new board of directors, the
Settlement "is a desperate attempt to end the lawsuits quickly at
the expense of the equity shareholders," the Shareholders argued.

The Shareholders insist that WaMu is the rightful owner of its
$4 billion deposit and the combined $5.6 billion tax refund.
"This is especially true, given that [WaMu] was the entity that
originally deposited the $4 billion in the account and is due the
$5.6 billion in taxes.  It is incomprehensible that JPMorgan or
the FDIC should be given any of these funds," they noted.

Additionally, the settlement of tens of billions of dollars in
lawsuits for $0.00 is unacceptable given the amount of
information that has come out recently in Court documents and the
news regarding potential wrong doings by JPMorgan and
governmental agencies, according to the Shareholders.

The Objecting Shareholders expressed their "fondest wish for open
and transparent Court hearings so that justice can be served to
the American people."

                  Treatment of Claims Under Plan

The Joint Chapter 11 Plan of Reorganization proposed by
Washington Mutual, Inc. and WMI Investment Corp. provides for
the designation of various claims and interests asserted against
the Debtors.

The classifications and treatments of claims are hinged on the
Global Settlement Agreement, among the Debtors; J.P. Morgan Bank,
National Association; the Federal Deposit Insurance Corporation,
in its capacity as receiver for Washington Mutual Bank; the FDIC,
in its corporate capacity; Settling Note Holders; and the
Official Committee of Unsecured Creditors.

  Class   Designation            Claims Treatment
  -----   -----------            ----------------
   N/A    Administrative         Payment in full, in cash in the
          Expense Claims         ordinary course of business.
                                 Absent a billing from the
                                 claimant, within 90 days after
                                 the Plan Effective Date, an
                                 Admin. Expense Claim will not
                                 be entitled to distribution

   N/A    Professional           Payment in full, in cash on or
          Compensation and       as soon as practicable after
          Reimbursement          the Plan Effective Date, and
          Claims                 the Court's final allowance of
                                 the Claim.  Each professional
                                 must file its application on
                                 or prior to the Administrative
                                 Claims Bar Date

   N/A    Priority Tax Claims    Payment is either (i) in full,
                                 in cash on or as soon as
                                 practicable after the Plan
                                 Effective Date and the Court's
                                 final allowance of the Claim,
                                 or (ii) in full in cash through
                                 equal installments following
                                 the Plan Effective Date and
                                 continuing over a period not to
                                 exceed five years from the
                                 Petition Date

    1     Priority Non-Tax       Payment in full, in cash.
          Claims

    2     Senior Notes Claims    Pro Rata Share of (i) Creditor
                                 Cash, and (ii) Liquidating
                                 Trust Interests, as defined
                                 under the Plan, in an aggregate
                                 amount equal to (a) the Allowed
                                 Senior Notes Claim, and (b) in
                                 the event that all Allowed
                                 Claims are paid in full, the
                                 holder's Postpetition Interest
                                 Claim

    3     Senior Subordinated    Pro Rata Share of (i)
          Notes Claims           Reorganized Debtors Common
                                 Stock, (ii) Creditor Cash and
                                 (iii) Liquidating Trust
                                 Interests, in an aggregate
                                 amount equal to (a) the Allowed
                                 Senior Subordinated Notes
                                 Claim, and (b) in the event
                                 that all Allowed Claims are
                                 paid in full, the holder's
                                 Postpetition Interest Claim

                                 Holders of Allowed Senior
                                 Subordinated Notes Claims will
                                 have the right to elect to
                                 receive either additional
                                 Creditor Cash or additional
                                 Reorganized Common Stock, in
                                 lieu of which the holder
                                 otherwise is entitled to
                                 receive pursuant to the Plan.

    4     WaMu Medical           J.P. Morgan Chase Bank,
          Plan Claims            National Association will pay
                                 or fund payment of Class 4
                                 Claims.

    5     JPMC Rabbi Trust/      JPMorgan will pay or fund
          Policy Claims          payment of Class 5 Claims.

    6     Other Benefit          JPMorgan will pay or fund
          Plan Claims            payment of Class 6 Claims.

    7     Qualified Plan         JPMorgan will pay or fund
          Claims                 payment of Class 7 Claims.

    8     WMB Vendor Claims      JPMorgan to pay or otherwise
                                 satisfy payment of Class 8
                                 Claims.

    9     Visa Claims,           JPMorgan will pay or fund
          or claims against      payment of Class 9 Claims.
          the Debtors in
          connection with
          claims asserted by
          VISA U.S.A. Inc.

   10     Bond Claims,           JPMorgan will pay or fund
          or claims filed        payment of Class 10 Claims.
          by Safeco Insurance
          Company and other
          insurance or bonding
          companies that
          issued bonds
          pursuant to a
          General Agreement
          of Indemnity, dated
          June 14, 1999

   11     WaMu Vendor Claims     Entitled to receive payment in
                                 cash from the Vendor Escrow, as
                                 defined under the Plan

   12     General Unsecured      Will receive Pro Rata Share of
          Claims                 (i) Creditor Cash and (ii)
                                 Liquidating Trust Interests, in
                                 an aggregate amount equal to
                                 (a) the Allowed General
                                 Unsecured Claim, and (b) in the
                                 event that all Allowed Claims
                                 are paid in full, the holder's
                                 Postpetition Interest Claim.

                                 Pursuant to the terms of the
                                 Global Settlement Agreement and
                                 as partial consideration for
                                 the releases set forth under
                                 the Plan, JPMorgan will be
                                 deemed to have waived its right
                                 to receive any distribution on
                                 account of the JPMorgan Claims,
                                 as defined under the Plan.

   13     Convenience Claims     Payment in full, in cash.

   14     CCB-1 Guarantees       Will receive Pro Rata Share of
          Claims                 (i) Creditor Cash and (ii)
                                 Liquidating Trust Interests, in
                                 an aggregate amount equal to
                                 (a) the Allowed CCB-1
                                 Guarantees Claim, and (b) in
                                 the event that all Allowed
                                 Claims are paid in full, the
                                 holder's Postpetition Interest
                                 Claim.

                                 Contractual subordination
                                 rights, if any, of holders of
                                 "Guarantor Senior Debt" or any
                                 similar term under the CCB-1
                                 Guarantee Agreements will be
                                 preserved and enforced.

   15     CCB-2 Guarantees       Will receive Pro Rata Share of
          Claims                 (i) Creditor Cash, and (ii)
                                 Liquidating Trust Interests, in
                                 an aggregate amount equal to
                                 (a) the Allowed CCB-2
                                 Guarantees Claim, and (b) in
                                 the event all Allowed Claims
                                 are paid in full, the holder's
                                 Postpetition Interest Claim.

                                 Contractual subordination
                                 rights, if any, of holders of
                                 "Guarantor Senior Debt" or any
                                 similar term under the CCB-1
                                 Guarantee Agreements will be
                                 preserved and enforced.

   16     PIERS or "Preferred    Will receive Pro Rata Share of
          Equity Interest or     (i) Creditor Cash, and (ii)
          REIT series" Claims    Liquidating Trust Interests, in
                                 an aggregate amount equal to
                                 (a) the Allowed CCB-1
                                 Guarantees Claim, and (b) in
                                 the event all Allowed PEIRS
                                 Claims are paid in full, the
                                 holder's Postpetition Interest
                                 Claim.

                                 Contractual subordination
                                 rights, if any, of entities who
                                 hold PIERS Preferred Securities
                                 and of holders of "Senior
                                 Indebtedness" or any similar
                                 term under the Junior
                                 Subordinated Notes Indenture
                                 and the PIERS Guarantee
                                 Agreement, as defined under the
                                 Plan, will be preserved and
                                 enforced.

   17     Subordinated Claims    In the event all Allowed Claims
                                 and Postpetition Interest
                                 Claims in respect of Allowed
                                 Claims are paid in full, the
                                 Liquidating Trust Interests
                                 will be redistributed, and
                                 holders of Allowed Subordinated
                                 Claims will be entitled to
                                 receive their Pro Rata Share of
                                 Liquidating Trust Interests, in
                                 an aggregate amount equal to
                                 the Allowed Subordinated Claim
                                 and Postpetition Interest
                                 Claim.

   18     REIT Series            In the event all Allowed Claims
                                 and Postpetition Interest
                                 Claims in respect of Allowed
                                 Claims are paid in full, the
                                 Liquidating Trust Interests
                                 will be redistributed, and
                                 holders of REIT Series will be
                                 entitled to receive their Pro
                                 Rata Share of Liquidating Trust
                                 Interests, to be shared pari
                                 passu with holders of Preferred
                                 Equity Interests.

                                 Pursuant to the Global
                                 Settlement Agreement, JPMorgan
                                 will pay or transfer for
                                 distribution to each holder of
                                 a REIT Series a Pro Rata Share
                                 of (i) $50 million in cash, or
                                 (ii) at the election of
                                 JPMorgan, shares of common
                                 stock of JPMorgan having a
                                 value as of the Effective Date
                                 in the amount of $50 million.

   19     Preferred              In the event all Allowed Claims
          Equity Interests       and Postpetition Interest
                                 Claims in respect of Allowed
                                 Claims are paid in full, the
                                 Liquidating Trust Interests
                                 will be redistributed, and
                                 holders of Preferred Equity
                                 Interests will be entitled to
                                 receive their Pro Rata Share of
                                 Liquidating Trust Interests, to
                                 be shared with parri passu with
                                 holders of REIT Series.

   20     Dime Warrants          No distribution.

   21     Common Equity          No distribution.
          Interests

Only holders of allowed claims or equity interests in classes of
claims or equity interests that are "impaired" and that are not
deemed to have rejected a proposed plan are entitled to vote to
accept or reject the Plan.

Specifically, Claims in Classes 1, 4, 5, 6, 7, 8, 9, 10, 11 and
13 are unimpaired.  Holders of Claims under those Classes are
conclusively presumed to have accepted the Plan.

Claims in Classes 2, 3, 12, 15, 16, 17, 18 and 19 are impaired.
To the extent that the Claims under those Classes are allowed,
claimholders will receive distributions under the Plan and are
entitled to vote to accept or reject the Plan.

Holders of Claims or Interests in Class 20 and Class 21 are not
entitled to receive any distributions pursuant to the Plan and
are deemed to have rejected the Plan.

                      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).


WEIGHT WATCHERS: S&P Affirms 'BB' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on New York, N.Y.-based Weight Watchers International
Inc., including its 'BB' corporate credit rating.  The outlook is
stable.

At the same time, S&P assigned its 'BB+' issue rating to WWI's
proposed $840 million term loan C due June 2015, which represents
the maximum amount (as of March 30, 2010) of its existing term
loan A and term loan A add-on facilities that could be extended
under the company's proposed loan modification offer, assuming
100% lender consent.

S&P also assigned its 'BB+' issue ratings to the company's
proposed $485 million term loan D due June 2016 (the maximum
amount of its existing term loan B facility that could be extended
as of March 30, 2010), and proposed $500 million revolving credit
facility due June 2014 (the maximum amount of its existing
revolving credit facility that could be extended).  S&P assigned a
recovery rating of '2' to these proposed facilities, indicating
its expectation for substantial recovery (70% to 90%) in the event
of a payment default.

S&P also affirmed its 'BB+' issue ratings on the company's
existing senior secured credit facilities.  The recovery ratings
remain '2', indicating its expectation for substantial recovery
(70% to 90%) in the event of a payment default.

"The affirmation follows WWI's loan modification offers to its
lenders that would extend the maturity date on the consenting
tranches of its term loans and revolving credit facility.  "S&P
believes that the proposal would increase the company's financial
flexibility over the intermediate term by improving its debt
maturity profile while reducing term loan amortization
requirements," said Standard & Poor's credit analyst Mark
Salierno.  Specifically, the company is proposing to extend the
maturity date on its revolving credit facility by three years to
June 2014.  In addition, WWI is seeking to extend the maturity of
its existing Term Loan A due June 2011 and Term Loan A add-on and
create a new Term Loan C tranche to mature in June 2015 with less
aggressive amortization requirements (5% per annum).  WWI is also
looking to extend the maturity of its current Term Loan B facility
(maturing in January 2014) and create a new Term Loan D tranche
maturing in June 2016 with amortization requirements of 1% per
year.  As part of the proposed loan modification, consenting
lenders would receive amendment fees and increased pricing, which
would result in higher interest expense.  In June 2009, the
company amended its credit facilities to pursue the proposed
extensions.  WWI had about $1.45 billion of reported debt
outstanding as of Jan. 2, 2010.

The ratings on WWI continue to reflect the company's narrow
business focus, its participation in the highly competitive
weight-loss industry, leveraged financial profile, and aggressive
financial policy.  The company's leading market position, its
well-recognized brand name, geographic diversity, predictable cash
flows, and favorable demographic trends somewhat mitigate these
factors.

Sensitivity to extremely challenging economic conditions and lower
consumer discretionary spending, leading to lower attendance at
member meetings, is a rating factor.  The company is susceptible
to economic cycles due to its narrow business focus and
discretionary nature of its services.

WWI's stable operations generate meaningful cash flow, which has
allowed it to make significant share repurchases over the past few
years.  However, after repurchasing about $116 million of its
shares in 2008, WWI refrained from buying back shares in 2009.
The company has about $100 million remaining authorization under
its existing repurchase program, although S&P expects that share
buybacks will remain on hold over the near term as the company
continues to apply cash flow to debt reduction.

Although S&P expects current market conditions will continue to
hinder attendance in 2010, Standard & Poor's expects that WWI will
continue to generate good cash and apply its free cash flow to
fund near-term debt amortization requirements.  S&P also expects
that the company will remain prudent in managing share repurchases
over the near to intermediate term.  S&P estimates that adjusted
debt leverage would remain in the 3.5x area under a scenario in
which sales decline by low-single digits on a percentage basis and
EBITDA margins contract up to 100 basis points, which S&P estimate
would contribute to a 5% decline in EBITDA from current levels.
S&P could lower the rating if weaker financial performance causes
leverage to weaken meaningfully beyond the 4x area (which S&P
estimates could occur if EBITDA declined more than 10%), or if the
company is unable to complete its loan modification transaction
and address its currently aggressive debt service requirements.
Alternatively, S&P could raise the rating if WWI further reduces
debt levels and strengthens key credit metrics (including leverage
below 3x, which S&P estimates could occur if EBITDA rises in
excess of 20%), while sustaining EBITDA margins above 30% in a
difficult global economic environment.


WEST SHORE RESORT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: West Shore Resort Properties III, LLC
        6155 Plumas Street
        Commons Building
        Reno, NV 89519

Bankruptcy Case No.: 10-51101

Chapter 11 Petition Date: March 30, 2010

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Sallie B. Armstrong, Esq.
                  427 W Plumb LN
                  Reno, NV 89509
                  Tel: (775) 329-5900
                  E-mail: sarmstrong@downeybrand.com

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

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

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

The petition was signed by Nathan L. Topol, managing member.


WL HOMES: Homeowners Files Claims for $1.2-Mil. Unpaid by BofA
--------------------------------------------------------------
Paula Moore at Business Journal of Denver reports that a group of
homeowners in Erie's Vista Ridge filed a claim in the U.S.
Bankruptcy Court in Colorado alleging Bank of America failed to
release $1.2 million in funds for the benefit of the homeowners.

The claim filing is in connection with John Laing Homes bankruptcy
case.

The funds were expected to be used to repair damages caused by
expansive soils, Ms. Moore says.  The Company's insurer Zurich
America Insurance Co. agreed to pay for the repair costs through a
Bank of America trust account, she notes.

Berg Hill Greenleaf & Ruscitti LLP represents the homeowners.

                           About WL Homes

Irvine, California-based WL Homes LLC -- dba John Laing Homes,
John Laing Homes Luxury, Laing Urban, Laing Luxury Homes, and John
Laing Urban -- is one of metro Denver's largest homebuilders.  It
builds under the John Laing brand primarily in Colorado,
California, Arizona, and Texas.

John Laing began as a builder in the United Kingdom and came to
the U.S. market in 1984.  The company was sold to Dubai-based
Emaar Properties in 2006 for $1.05 billion.  Emaar invested
$613 million in the company, but eventually stopped funding.  John
Laing had a work force of 1,100 in 2006, but cut employees to
about 90 by the first week of February 2009.  John Laing has 105
real estate developments across the country.  It also builds
luxury and custom homes.

WL Homes and five of its affiliates filed for Chapter 11
protection on February 19, 2009 (Bankr. D. Del. Lead Case No. 09-
10571).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Debtors' in their
restructuring efforts.  Ashby & Geddes represents the Official
Committee of Unsecured Creditors.  In its bankruptcy petition, WL
Homes listed assets of more than $1 billion, and debts between
$500 million and $1 billion.

As reported in the TCR on June 10, 2009, the Bankruptcy Court
converted WL Homes LLC and its debtor affiliates' Chapter 11 cases
to cases under Chapter 7 liquidation, at the request of the
official committee of unsecured creditors.


WORLDSPACE INC: Satellites to Be Sent Crashing to Earth
-------------------------------------------------------
WorldSpace Inc. obtained approval from the U.S. Bankruptcy Court
of its emergency motion to bring two satellites crashing back to
earth.  WorldSpace will hire Intelsat SA and spend $84,000 for the
process.  WorldSpace will be selling the satellites if a buyer
appears.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP,
relates that the Debtors have spent approximately six months
negotiating a strategic transaction with their DIP lender, Liberty
Satellite Radio, Inc.  The Debtors previously anticipated filing
with the Court a request for permission to sell the satellites to
Liberty in February.

However, WorldSpace said following (a) the substantial conclusion
of WorldSpace's negotiations Liberty of an asset purchase
agreement on February 5, 2010, (b) an agreement in principle
between Liberty and the committee of unsecured creditors to the
form of the Liberty APA and related documents on February 19,
2010, and (c) Liberty's funding on February 18, 2010 of $2 million
of critical operating expenses of the Debtors as a bridge to
execute the Liberty APA and consummate a strategic transaction
pursuant thereto, on March 12, 2010, Liberty abruptly, and without
explanation, terminated its negotiations with the Debtors.

"More troubling, Liberty has not provided the Debtors with any
guidance on protecting or disposing of Liberty's collateral,
despite the Debtors' repeated requests.  Nor has Liberty informed
the Debtors' whether Liberty would provide funding to help ensure
that the Debtors' Satellites can be de-orbited in a manner that
avoids damage to other satellites in space," Ms. Jones informed
the Court.

According to WorldSpace, notwithstanding covenants in their debtor
in possession financing agreement that prohibit implementation of
a de-orbiting plan, Liberty's termination of negotiations and the
Debtors' dire cash position has left Debtors with no choice but to
prepare to remove immediately the Satellites from orbit to prevent
damage to both the Satellites and equipment in orbit owned and
operated by others.

The Debtors may sell the assets if they find a buyer for assets
prior to the hearing on the emergency motion.  They may also
abandon their assets to Liberty or some other party.

                       About WorldSpace Inc.

WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/--
provides satellite-based radio and data broadcasting services to
paying subscribers in 10 countries throughout Europe, India, the
Middle East, and Africa.  1worldspace(TM) satellites cover two-
thirds of the earth and enable the Company to offer a wide range
of services for enterprises and governments globally, including
distance learning, alert delivery, data delivery, and disaster
readiness and response systems.  1worldspace(TM) is a pioneer of
satellite-based digital radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.  Kurtzman Carson
Consultants serves as claims and notice agent.  Neil Raymond
Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at
Elliot Greenleaf, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for bankruptcy, they listed
total assets of $307,382,000 and total debts of $2,122,904,000.


XERIUM TECHNOLOGIES: Bankruptcy Cues Event of Default Under Loans
-----------------------------------------------------------------
Xerium Technologies, Inc., said in a regulatory filing with the
Securities and Exchange Commission that its chapter 11 bankruptcy
filing (i) constituted an event of default under its Amended and
Restated Credit Agreement, dated May 30, 2008, and caused the
automatic and immediate acceleration of all amounts due under such
obligations, and (ii) constituted the termination of the
forbearance periods under its Swap Forbearance Agreements
resulting in the amounts payable under the Swap Forbearance
Agreements becoming immediately due and payable.

The ability of the creditors to seek remedies to enforce their
rights under such agreements is automatically stayed as a result
of the filing of the Chapter 11 cases, and the creditors' rights
of enforcement are subject to the applicable provisions of the
Bankruptcy Code.  The automatic stay invoked by the Chapter 11
Filing effectively precludes any action against the Company
resulting from such acceleration.

The Company is a borrower and guarantor under the 2008 Credit
Agreement among the Company and certain of its subsidiaries, as
borrowers or guarantors, and the financial institutions named
therein, as lenders, and Citicorp North America, Inc., as
administrative agent and collateral agent.  As of March 25, 2010,
an aggregate amount of roughly $597.8 million is outstanding under
the 2008 Credit Agreement.  From and after the date of the Chapter
11 Filing, no additional amounts may be drawn under the facility.

In addition, the Company and certain of its subsidiaries were
counterparties to certain swap transactions which were terminated
early pursuant to a Forbearance Agreement, dated January 4, 2010
-- as amended January 29, 2010, and as further amended
February 26, 2010 -- by and among the Company and certain of its
subsidiaries, and Merrill Lynch Capital Services, Inc., as swap
counterparty, and pursuant to a Forbearance Agreement, dated
December 31, 2009 -- as amended January 29, 2010, and as further
amended February 26, 2010 -- by and among the Company and certain
of its subsidiaries, and Deutsche Bank AG, as swap counterparty.
The Company and its affiliates, as of March 25, 2010, owe an
aggregate amount of roughly $19.6 million under the Swap
Forbearance Agreements.

The Chapter 11 Filing was made with a "pre-arranged" restructuring
plan with the support of the Company's lenders.  The lenders
agreed in principle to support the terms of the proposed joint
prepackaged plan of reorganization that embodies the
restructuring, which Plan was filed with the Bankruptcy Court.
The Plan, among other things, provides that roughly $620 million
of existing debt would be exchanged for roughly $10 million in
cash, $410 million in new term loans maturing in 2015, and roughly
82.6% of the common stock of the Company.  Existing shareholders
would retain a meaningful minority equity ownership of the Company
of roughly 17.4% of the common stock and receive warrants to
purchase up to an additional 10% of the common stock.  In
addition, the Company's proposed DIP financing, comprising a
revolving loan of up to $20 million and a term loan of
$60 million, would convert to a post-Chapter 11 first-lien
financing facility.  The implementation of the Plan is dependent
upon a number of factors, including final documentation, the
approval of a disclosure statement and confirmation of the Plan in
accordance with the provisions of the Bankruptcy Code.

                   About Xerium Technologies

Based in Raleigh, North Carolina, Xerium Technologies, Inc. (NYSE:
XRM), manufactures and supplies two types of consumable products
used primarily in the production of paper: clothing and roll
covers.  The Company, which operates around the world under a
variety of brand names, utilizes a broad portfolio of patented and
proprietary technologies to provide customers with tailored
solutions and products integral to production, all designed to
optimize performance and reduce operational costs.  With 32
manufacturing facilities in 13 countries around the world, Xerium
has approximately 3,300 employees.

Xerium Technologies and certain subsidiaries filed for Chapter 11
on March 30, 2010 (Bankr. D. Del. Lead Case No. 10-11031).  Judge
Kevin J. Carey presides over the cases.  John J. Rapisardi, Esq.;
George A. Davis, Esq.; and Sharon J. Richardson, Esq., at
Cadwalader, Wickersham & Taft LLP; and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Brian Fox, Michelle Campbell, and Michael Hartley at AlixPartners,
LLC, serve as the Debtors' restructuring advisors.  Stephen Ledoux
and Daniel Gilligan at Rothschild Inc. serve as the Debtors'
investment bankers.  Garden City Group Inc. is the Debtors' claims
agent.  Xerium Technologies disclosed total assets of $693,511,000
and total debts of $813,168,000 in its petition.


XERIUM TECHNOLOGIES: S&P Downgrades Corp. Family Rating to 'Ca'
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Xerium Technologies, Inc., to Ca from Caa3 and the probability
of default rating to D from Caa3.  The company's other existing
debt ratings were also downgraded.

The downgrade follows the March 30, 2010 announcement that Xerium
implemented a "pre-packaged" plan of reorganization with court
assistance under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Delaware.  The filing
for Chapter 11 petitions constitutes an event of default.

Subsequent to the actions, all ratings of Xerium will be
withdrawn.

Downgrades:

Issuer: Xerium Technologies, Inc.

  -- Corporate Family Rating, downgraded to Ca from Caa3;

  -- Probability of Default Rating, Downgraded to D from Caa3;

  -- Senior Secured Term Loan, downgraded to Ca (LGD3, 45%) from
     Caa3

  -- Senior Secured Revolving Credit Facility, downgraded to Ca
     (LGD3, 45%) from Caa3

Moody's last rating action was on August 5, 2009, when Xerium's
corporate family rating was lowered to Caa3 from Caa1.

Xerium Technologies, Inc., headquartered in Youngsville, NC, is a
manufacturer and supplier of consumable products used primarily in
the production of paper.


XERIUM TECHNOLOGIES: S&P Cuts Corporate Credit Rating to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit and senior secured debt ratings on Youngsville,
N.C.-based Xerium Technologies Inc. to 'D' from 'CC'.  At the same
time, S&P revised the recovery rating to '2' from '3', indicating
S&P's expectation that lenders would receive substantial (70% to
90%) recovery in the event of a payment default.

"The rating action reflects the company's announcement that it has
filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy
Code," said Standard & Poor's credit analyst Sarah Wyeth.  "The
global recession and industry challenges contributed to the
company's weak operating performance in 2009, which strained its
financial condition and reduced liquidity," she continued.  The
company was operating under a forbearance agreement from its
lenders after breaching a covenant in the third quarter of 2009.

The revised recovery rating reflects S&P's assessment of higher
valuation upon emergence from bankruptcy.  Lenders have agreed on
a plan that would eliminate $620 million of the company's debt in
exchange for $410 million in term loans maturing in 2015,
$10 million in cash, and more than 80% of the company's common
stock.


* California Hotel Foreclosures Climb in First Quarter
------------------------------------------------------
Nadja Brandt at Bloomberg News reports that hotel foreclosures in
California climbed 27% in the first quarter from a year earlier as
unemployment cut business travel.

According to the report, foreclosures, including the 469-room Los
Angeles Marriott Downtown, rose to 79 properties from 62 in the
first three months of 2009.  Defaults increased 6.5% to 327,
Irvine, California-based Atlas Hospitality Group said in a
statement. The company specializes in selling hotels.

Bloomberg relates that the U.S. lodging business is struggling
with declining room rates and falling occupancy in the wake of the
deepest recession since the 1930s. In California, 12.5 percent
unemployment reduced business travel budgets and cash flow to
hoteliers.


* Greenberg Adds Restructuring Partner in London
------------------------------------------------
Bankruptcy Law360 reports that Greenberg Traurig Maher LLP, the
London arm of international firm Greenberg Traurig LLP, has
brought on Kirkland & Ellis LLP partner Jason Salman for its
restructuring practice.


* Ray Schrock Earns Spot on Law360's Bankruptcy Lawyers to Watch
----------------------------------------------------------------
At only 39 years of age, Kirkland & Ellis LLP partner Ray Schrock
has already worked on a number of extraordinary bankruptcies,
including Charter Communications Inc., the fourth-largest cable
operator in the U.S., earning him a spot on Law360's list of 10
bankruptcy lawyers under 40 to watch.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re VNG Services, L.L.C.
   Bankr. Ariz. Case No. 10-07874
      Chapter 11 Petition Filed March 22, 2010
         See http://bankrupt.com/misc/azb10-07874.pdf

In Re Grant Grandchildrens Trust
         aka Murray Grant Trustee
   Bankr. E.D. Calif. Case No. 10-12926
      Chapter 11 Petition Filed March 22, 2010
         Filed As Pro Se

In Re Timberdog LLC
   Bankr. N.D. Calif. Case No. 10-43114
      Chapter 11 Petition Filed March 22, 2010
         See http://bankrupt.com/misc/canb10-43114.pdf

In Re By the Word of Faith Chuch, Inc.
   Bankr. M.D. Fla. Case No. 10-06341
      Chapter 11 Petition Filed March 22, 2010
         See http://bankrupt.com/misc/flmb10-06341p.pdf
         See http://bankrupt.com/misc/flmb10-06341c.pdf

In Re Richard Villarino
      Jennifer Ann Villarino
   Bankr. M.D. Fla. Case No. 10-06374
      Chapter 11 Petition Filed March 22, 2010
         See http://bankrupt.com/misc/flmb10-06374.pdf

In Re Medical Real Estate Associates, LLC
   Bankr. S.D. Fla. Case No. 10-17210
      Chapter 11 Petition Filed March 22, 2010
         See http://bankrupt.com/misc/flsb10-17210.pdf

In Re Thomas J. Kane, III
   Bankr. S.D. Fla. Case No. 10-17211
      Chapter 11 Petition Filed March 22, 2010
         See http://bankrupt.com/misc/flsb10-17211.pdf

In Re Na-Mor, Inc.
   Bankr. Mass. Case No. 10-41302
      Chapter 11 Petition Filed March 22, 2010
         See http://bankrupt.com/misc/mab10-41302.pdf

In Re Black Bull Golf Club, Inc.
   Bankr. Mont. Case No. 10-60537
      Chapter 11 Petition Filed March 22, 2010
         See http://bankrupt.com/misc/mtb10-60537.pdf

In Re Kristaq Naci
   Bankr. Nev. Case No. 10-14668
      Chapter 11 Petition Filed March 22, 2010
         See http://bankrupt.com/misc/nvb10-14668.pdf

In Re Marylee D. Paleracio
   Bankr. Nev. Case No. 10-14608
      Chapter 11 Petition Filed March 22, 2010
         See http://bankrupt.com/misc/nvb10-14608.pdf

In Re Walker Landscape, Inc.
   Bankr. Nev. Case No. 10-14670
      Chapter 11 Petition Filed March 22, 2010
         See http://bankrupt.com/misc/nvb10-14670.pdf

In Re Matthew Joseph Pitera
   Bankr. N.J. Case No. 10-18337
      Chapter 11 Petition Filed March 22, 2010
         See http://bankrupt.com/misc/njb10-18337.pdf

In Re James Jackal, Inc.
        dba Jess's Restaurant
   Bankr. W.D. Pa. Case No. 10-10491
      Chapter 11 Petition Filed March 22, 2010
         See http://bankrupt.com/misc/pawb10-10491.pdf

In Re Zinnie's East, Inc.
   Bankr. W.D. Tenn. Case No. 10-23180
      Chapter 11 Petition Filed March 22, 2010
         See http://bankrupt.com/misc/tnwb10-23180.pdf

In Re Brazos Emergency Physicians Association, P.A.
   Bankr. W.D. Texas Case No. 10-10737
      Chapter 11 Petition Filed March 22, 2010
         See http://bankrupt.com/misc/txwb10-10737.pdf

In Re The Pwower Company, Inc.
   Bankr. Utah Case No. 10-23423
      Chapter 11 Petition Filed March 22, 2010
         Filed As Pro Se



                           *********

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.

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