TCR_Public/100331.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, March 31, 2010, Vol. 14, No. 89

                            Headlines

ABITIBIBOWATER INC: ACI Proposes to Sell Mackenzie Assets
ABITIBIBOWATER INC: Allows Duke Energy to Set Off Claims
ABITIBIBOWATER INC: Paul Weiss Asks $2.48MM for Oct.-Jan.
ALLIANCE BANK: Completes Debt Restructuring
ALLIED CAPITAL: S&P Keeps BB+ Rating on CreditWatch Positive

AMERICAN HOME MORTGAGE: Settles Claim for Aiding, Abetting Fraud
AMERICAN INT'L: Completes Sale of Pinebridge Investments
AMERICAN INT'L: ILFC Sells $750 Million in 2015 and 2017 Bonds
AMERICAN INT'L: Plueger to Join Another ILFC Ex-CEO's Firm
BIOFUEL ENERGY: Declining Liquidity Cues Going Concern Doubt

CENTAUR LLC: Well Fargo Wants Case Conversion to Chapter 7
CHEYENNE MOUNTAIN: Sells Stargate to Fresh Start for $100,000
CITIGROUP INC: Government's Exit to Deliver Profit for Taxpayers
COMFORCE CORP: Balance Sheet at Dec. 27 Upside-Down by $15.4MM
COMMERCIAL VEHICLE: Issues Over 200,000 Shares of Common Stock

COOPER-STANDARD: Wins Approval of Plan Outline
COVER-ALL BUILDING: Seeks Creditor Protection in Canada
CROTCHED MOUNTAIN: Moody's Affirms 'B2' Rating With Neg. Outlook
CW MEDIA: S&P Shifts Watch to Developing; Affirms 'B-' Rating
DBSD NORTH AMERICA: Judge Rejects Dish, Sprint Challenges to Plan

DELPHI CORP: Penn National Acquires Ohio Plant
DELUXE CORPORATION: Moody's Upgrades Senior Note Ratings to 'Ba1'
DREIER LLP: Perella Weinberg Fights Request for Documents
DUBAI WORLD: New Board Named for Nakheel Unit
DUNE ENERGY: UBS AG Reduces Equity Stake to 44.15%

DUNE ENERGY: Zazove Associates Holds 14.36% of Common Stock
DUNHILL ENTITIES: Files for Chapter 11 in Mobile, Ala.
ELECTRICAL COMPONENTS: Files for Bankruptcy in Delaware
EXTENDED STAY: Amends Plan to Reflect Starwood Deal
EXTENDED STAY: Plan Exclusivity Extension Hearing on April 8

EXTENDED STAY: U.S. Bank Wants Time to Make Election on $4BB Claim
FANNIE MAE: Releases February 2010 Monthly Summary
FERRELLGAS PARTNERS: Commences Cash Tender Offer for 2012 Notes
F&F FOODS: Gordon Brothers Group Funds Successful Turnaround
FLYING J: Federal Trade to Approve Merger with Pilot Travel

FORD MOTOR: Plans Hybrid Lincoln to Bolster Last Luxury Line
GLOBAL CROSSING: S&P Raises Corporate Credit Rating to 'B'
GREEKTOWN HOLDINGS: Gets OK for WG-Michigan as Gaming Consultant
GREEKTOWN HOLDINGS: Conway Mackenzie Bills $647,700 for Dec.-March
GREEKTOWN HOLDINGS: Casino's February Revenues Total $29.8MM

GRUB & ELLIS: Apartment REIT Acquires Bella Ruscello
HARRISBURG, PENNSYLVANIA: To Miss April 1 Loan Payment
HAWAIIAN TELCOM: Selects uReach for Messaging Solutions
HOFFMASTER GROUP: S&P Assigns 'B' Corporate Credit Rating
INNOPHOS HOLDINGS: Moody's Gives Pos. Outlook; Keeps 'Ba3' Rating

INNOVATIVE TECHNOLOGY: Sec. 341(a) Meeting Scheduled for April 28
INT'L LEASE FINANCE: Sells $750 Million in 2015 and 2017 Bonds
INT'L LEASE FINANCE: Plueger to Join Another Ex-CEO's Firm
JHCI ACQUISITION: S&P Affirms 'B-' Long-Term Corp. Credit Rating
LANCASTER REDEVELOPMENT: S&P Downgrades Tax Bond Rating to 'BB'

LAUREATE EDUCATION: S&P Gives Stable Outlook; Keeps 'B' Rating
LEAP WIRELESS: Kenneth Griffin's Citadel Holds 5.5% of Shares
LEHMAN BROTHERS: Says Allowable Claims May Total $260 Billion
LINN ENERGY: Permian Basin Deal Won't Affect Moody's 'B1' Rating
LYONDELL CHEMICAL: Amoco to Reject Chocolate Bayou Purchase Pacts

LYONDELL CHEMICAL: Files Third Amended Plan & Disclosure Statement
LYONDELL CHEMICAL: Seeks U.S. Court Nod for $5 Bil. Exit Financing
LYONDELL CHEMICAL: Wants to Enforce Stay Against Int'l Paper
MAJESTIC STAR: Sues to Stop Suit Against Company Officers
MARKWEST ENERGY: Moody's Upgrades Corporate Family Rating to 'Ba3'

MCDERMOTT INTERNATIONAL: Moody's Lifts Corp. Family Rating to Ba1
MEGA BRANDS: Completes Recapitalization Transaction
MERCER INT'L: Kellogg's IAT Reinsurance Holds 29.47% of Shares
MERCER INT'L: Pine River, Nisswa Fund Hold 5.1% of Common Stock
MICHAELS STORES: January 30 Balance Sheet Upside-Down by $2.7-Bil.

MIDWAY GAMES: Judge Reinstates Claims Against Redstone
MOVIE GALLERY: Committee Proposes FTI as Financial Advisors
MOVIE GALLERY: Committee Wants Kelly Drye as Conflicts Counsel
MOVIE GALLERY: Committee Wants to Clarify Access to Conf. Info
MULTI PACKAGING: S&P Affirms Corporate Credit Rating at 'B'

NEW COMMUNICATIONS: Moody's Assigns 'Ba2' Rating on Four Tranches
NORTEL NETWORKS: Deal With PBGC OK'd After Canadian Deal Nixed
NORTH AMERICAN: Moody's Assigns 'B3' Rating on Senior Notes
N.Y.C. OFF-TRACK: Defers Compensation for Executive Staff
OM FINANCIAL: Fitch Downgrades Insurer Strength Rating to 'BB'

PHILADELPHIA NEWSPAPERS: Lenders Seek Bid Appeal
RATHGIBSON INC: Majority of Workers Oppose Union Representation
REDDY ICE: 92.2% of Sr. Notes Tendered for Exchange by Deadline
REDDY ICE: Annual Stockholders' Meeting on April 29
REDDY ICE: CEO Cassagne Sees Almost $1-Mil. Pay Cut for 2009

REGENT COMMUNICATIONS: Plan Confirmation Hearing Set for April 9
RIVER VALE: Federal Court to Decide Future of Club on May 6
RUBICON US REIT: Noteholders File Restructuring Plan
SCO GROUP: Jury Says Novell Owns Unix Copyrights
SEALY CORP: Posts $5.7 Million Net Income for 2010 First Quarter

SEMGROUP LP: Creditors Sue P/E Firms to Recoup $56MM of Dividends
SIX FLAGS: Proposes to Fix Time to Amend Votes on Plan
SIX FLAGS: Settles With Stark Investment-Led Bondholders
SIX FLAGS: Wants to Extend Removal Period Until July 8
SMURFIT-STONE: Canada Unit Gets CCAA Stay Until May 6

SMURFIT-STONE: John Murphy Resigns as Chief Financial Officer
SMURFIT-STONE: Monitor Files 12th Report on Canada Unit
SMURFIT-STONE: Reports $8,000,000 Net Income for 2009
SOUTH BAY EXPRESSWAY: Proposes to Honor Employee Obligations
SOUTH BAY EXPRESSWAY: Proposes to Maintain Customer Programs

SOUTH BAY EXPRESSWAY: Wants to Access Lenders' Cash Collateral
SOUTH BAY EXPRESSWAY: Gets April 21 Schedules Filing Deadline
SOUTH BAY EXPRESSWAY: Taps Epiq bankruptcy as Claims Agent
STATION CASINOS: Files Chapter 11 Plan of Reorganization
STATION CASINOS: Proposes C&W as Special Litigation Counsel

STATION CASINOS: Quinn Emmanuel's $653,953 in Fees Approved
SUNWEST MANAGEMENT: Emeritus/Blackstone JV Named Lead Bidder
TENNECO INC: Moody's Affirms Corporate Family Rating at 'B3'
TLC VISION: $180M Lasik Plaintiff Balk at Plan Treatment of Claims
TOPS HOLDING: Moody's Confirms Corporate Family Rating at 'B3'

TRIBUNE CO: Gets OK to Assume Agreements With Marsh USA
TRIBUNE CO: JPMorgan Wants Wilmington Trust Sanctioned
TRIBUNE CO: New River Center Case Dismissed
TRIDENT RESOURCES: Bankruptcy Plan Hands Control to Lenders
US CONCRETE: Obtains $18.5 Million Additional Short-Term Funding

USPF HOLDINGS: S&P Affirms 'BB+' Rating on $300 Mil. Senior Loan
WASHINGTON MUTUAL: CRT Capital Says Noteholders to Be Paid in Full
WESTWOOD ONE: Lenders Relax Debt Covenants for 2010 and 2011
WHX CORP: Dec. 31 Balance Sheet Upside Down by $17.797 Million
XERIUM TECHNOLOGIES: Files for Chapter 11 with Prepackaged Plan

XERIUM TECHNOLOGIES: Case Summary & 50 Largest Unsecured Creditors
XERIUM TECHNOLOGIES: Ernst & Young Raises Going Concern Doubt

* Jay Sakalo Earns Spot on Law360's Bankruptcy Lawyers to Watch

* Upcoming Meetings, Conferences and Seminars


                            *********


ABITIBIBOWATER INC: ACI Proposes to Sell Mackenzie Assets
---------------------------------------------------------
Abitibi-Consolidated Inc., Bowater Inc., and certain of their
affiliates as applicants under the Companies' Creditors
Arrangement Act of Canada asked Mr. Justice Gascon to approve an
Asset Purchase Agreement dated March 11, 2010, between Abitibi-
Consolidated Company of Canada and 1508756 Ontario Inc., as
vendors; and 0869550 B.C. Ltd., as purchaser, with respect to
these assets located near Mackenzie, in the Province of British
Columbia:

  * Two sawmills and two planer mills, including all buildings,
    timber concessions, licenses and associated lands, all land
    use agreements and permits and all spare parts;

  * A newsprint paper mill, including the land on which the
    newsprint paper mill is situated, the thermo-mechanical pulp
    plant, the steam/power plant, including turbine and boiler
    and paper machine assets;

  * Current assets and liabilities comprising "net working
    capital," which include all inventory and supplies, raw
    materials, finished goods and work in process;

  * Any remaining mobile and other assets associated with the
    sawmills and planer mills; and

  * Four corporate residential assets

All facilities included in MacKenzie Assets for sale were shut
down in November 2007 due to market conditions.  One sawmill and
planer mill were restarted in October 2009 to process and
monetize the value of some existing on-site inventory and attract
greater interest from potential purchasers.

ACCC launched a formal sale process with respect to the Mackenzie
Assets in May 2009.  Among other bidders, the Purchaser submitted
in December 2009, a non-binding offer for some but not all of the
Mackenzie Assets and requested "exclusivity" going forward.  ACCC
determined that the Purchaser's offer was "the strongest" and was
commercially attractive.  As a result, a letter of intent between
the parties was thereafter executed.

By February 17, 2010, the parties modified the terms of the LOI
to (i) include substantially all of the Mackenzie Assets in the
Sale; and (ii) increase the proposed purchase price in an
undisclosed amount.  The Vendors and the Purchaser finalized the
terms of the transaction through an Asset and Purchase Agreement,
executed on March 11, 2010.

The CCAA Applicants contend that the Sale is beneficial to their
stakeholders for these reasons:

  -- The Sale forms part of the CCAA Applicants' strategy to
     elaborate a restructuring plan through disposing non-
     strategic assets, reducing indebtedness and reducing
     financial costs;

  -- The Mackenzie Assets are not required to continue the
     operations ACCC;

  -- The Sale will provide ACCC with additional liquidity;

  -- ACCC's creditors will not suffer prejudice as a result of
     the Sale; and

  -- The Purchaser will fully assume responsibilities with
     respect to the Purchased Assets, including environmental
     and silviculture liabilities, while indemnifying and
     releasing the Vendors from future liabilities.

The Canadian Court approved the Sale on March 19, 2010, according
to The Associated Press.

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Allows Duke Energy to Set Off Claims
--------------------------------------------------------
Pursuant to an On-Site Generation Services Agreement dated
March 20, 2005, Duke Energy Carolinas, LLC, provided the Debtors
with on-site generation equipment to maintain the supply of
electricity to their facility in Greenville, South Carolina.
Duke Energy also provided the Debtors with the labor,
supervision, equipment, materials and transportation necessary
for the installation of the Equipment at the Site.

In July 2009, the Court authorized the Debtors to reject the
Contract.  In accordance with Section 502(g) of the Bankruptcy
Code, Duke Energy asserts a prepetition claim for $523,711 as a
result of the Debtors' rejection of the Contract.

Prior to the Petition Date, Duke Energy also provided the Debtors
with utility goods and services through 11 accounts in accordance
with Duke Energy's applicable tariffs and state laws, regulations
or ordinances.  In October 2008, Duke Energy received from the
Debtors a prepetition deposit on the Accounts in the principal
amount of $5.2 million.

As of the Petition Date, the Debtors incurred indebtedness for
the Accounts, totaling $4,676,293.  The Deposit accrued interest
at 3.5% per annum from October 2008 to June 2009 -- the date that
Duke Energy recouped the Prepetition Debt against the Deposit
pursuant to Section 366(c)(4) of the Bankruptcy Code.
Specifically, as of June 2009, the interest accrued totaled
$111,166.

Following Duke Energy's recoupment of the Prepetition Debt, there
remained a deposit credit of $523,706.  The Interest and the
Deposit Credit also accrued additional interest at 3.5% per annum
or $7,305 for the period from June to September 2009.

Moreover, the Deposit Credit, the Accrued Interest and the
Additional Interest have resulted in a surplus deposit of
$642,178 -- for which the Debtors seek payment from Duke Energy
as a prepetition obligation.

To resolve their dispute, the Debtors and Duke Energy stipulated
for a modification of the automatic stay under Section 362 of the
Bankruptcy Code to allow Duke Energy to set off its $523,711
claim against the $642,178 it owes to the Debtors.

Hence, Duke Energy will pay the Debtors its total Prepetition
Obligation of $118,467.  Upon the consummation of the setoff, all
claims of Duke Energy in the Debtors' cases will be deemed
satisfied.

The parties ask Judge Carey to approve their Stipulation.

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Paul Weiss Asks $2.48MM for Oct.-Jan.
---------------------------------------------------------
Nine firms ask the U.S. Bankruptcy Court to award them fees and
reimburse their expenses on account of services they rendered in
AbitibiBowater Inc. and its units' Chapter 11 cases for the second
interim quarter period ending January 31, 2010:

Professional              Fee Period        Fees       Expenses
------------              ----------    ----------     --------
Paul, Weiss, Rifkind,     10/01/09 to   $2,479,724      $79,561
Wharton & Garrison LLP    01/31/10

Blackstone Advisory       10/01/09 to    1,500,000       65,411
Services L.P.             01/31/10

Lazard Freres & Co. LLC   11/01/09 to      600,000       23,662
                           01/31/10

Deloitte Tax LLP          11/01/09 to      582,078       13,082
                           01/31/10

Bennett Jones LLP         11/01/09 to      268,894       11,743
                           01/31/10

Troutman Sanders LLP      11/01/09 to      239,784        1,358
                           01/31/10

Young Conaway Stargatt    11/01/09 to      231,390       35,191
& Taylor LLP              01/31/10

Bayard, P.A.              11/01/09 to       76,256        6,564
                           01/31/10

Direct Fee Review LLC     11/01/09 to       33,197          178
                           01/31/10

These firms also sought allowance of their fees and reimbursement
of their expenses for the quarter period ending December 31,
2009:

Professional              Fee Period        Fees       Expenses
------------              ----------      --------     --------
Huron Consulting LLC      09/01/09 to    1,223,154      460,797
                           12/31/09

Ernst & Young LLP         10/01/09 to      248,483       24,611
                           12/31/09

Deloitte Financial        11/09/09 to      128,636        8,727
Advisory Services LLP     12/31/09

Two professionals seek the Court's allowance of their fees and
reimbursement of expenses for the quarter period ending
October 31, 2009:

Professional              Fee Period        Fees       Expenses
------------              ----------      --------     --------
PricewaterhouseCoopers    07/01/09 to  C$1,274,188    C$295,041
LLP (Canada)              10/31/09

Mercer (US) Inc.          04/26/09 to   $1,399,195      $49,443
and Mercer (Canada)       10/31/09

For the period from September 1 to November 30, 2009, Paul,
Hastings, Janofsky & Walker LLP filed its request for $721,942 in
fees and $12,229 in expenses.

The Court will convene a hearing to consider approval of the
Quarterly Fee Applications on May 26, 2010.  Objections, if any,
must be filed by April 1.

                     About AbitibiBowater Inc.

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

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

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

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

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


ALLIANCE BANK: Completes Debt Restructuring
-------------------------------------------
Bloomberg News reports that Alliance Bank, the second-largest
Kazakh lender to default last year, said it completed
restructuring 677 billion tenge ($4.6 billion) of debt.  Under a
plan accepted by creditors in December, all of Alliance's
obligations were "restructured and annulled in exchange for money,
new bonds and shares," the lender said in an e-mailed statement to
Bloomberg News.

The bank plans to start borrowing from abroad next year after
markets open for Kazakh lenders, Chief Executive Officer Maksat
Kabashev told reporters in Almaty.  The bank will in the meantime
fund its operations with deposits and payments from its borrowers,
he said.

JSC Alliance Bank won bankruptcy court permission to protect
itself from U.S. lawsuits and distribute around $500 million to
creditors.  The U.S. Court approved the Chapter 15 petition after
no objections were filed.

On September 18, 2009, JSC obtained approval from the Financial
Court in Kazakhstan of its application for restructuring under the
Civil Procedural Code.  The Kazakh Court ordered that the
restructuring must be completed no later than March 15, 2010.

On October 5, 2009, JSC and the steering committee of creditors
signed a term sheet setting out key commercial terms of the
restructuring.  The restructuring has already been approved by
creditors holding 94% in amount of the claims against the Bank
that are being restructured.  Depending on the nature of their
claims, creditors may choose or be eligible for one of several
options to participate in the Restructuring:

     Option 1 -- available to holders of unsubordinated claims,
                 involves the payment of 22.5% the face amount of
                 such claims (payable in the relevant currency).

     Option 2 -- involves the issuance by the Bank of seven-year
                 notes with a principal amount equal to 50% of the
                 amount of a creditor's unsubordinated claims, and
                 "Recovery Notes" in a principal amount
                 representing approximately the remaining 50% of
                 such claims.  Recovery notes will be paid from
                 recoveries on assets in the Bank's corporate and
                 SME (Small and Medium-Sized Enterprise)
                 portfolios, litigation recoveries and certain tax
                 assets.

                      About JSC Alliance Bank

JSC Alliance Bank is the sixth-largest bank in Kazakhstan by net
loans.  JSC Alliance is a bank with substantially all of its
operations in the Republic of Kazakhstan.  As of June 30, 2009,
the Bank's net assets constituted 4.9% of the total assets of the
banking system in Kazakhstan.  It has 3,900 employees.  The Bank's
only assets in the U.S. are certain correspondent accounts with
U.S. Banks.

JSC Alliance Bank filed for Chapter 15 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-10761) to protect itself from U.S. lawsuits and
creditor claims while it reorganizes in Kazakhstan.  The Chapter
15 petition says that assets and debts are in excess of
US$1 billion.  Law firm White & Case LLP, based in New York, is
representing JSC Alliance in the Chapter 15 case.


ALLIED CAPITAL: S&P Keeps BB+ Rating on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services said that it removed its 'BBB'
long-term counterparty credit rating on Ares Capital Corp. from
CreditWatch Negative, where it was placed Oct. 26, 2009.  At the
same time, S&P affirmed the rating based on shareholders' approval
of Ares' acquisition of Allied Capital Corp.  S&P's 'BB+' long-
term counterparty credit rating on Allied remains on CreditWatch
Positive.  S&P expects to raise its rating on Allied's senior
unsecured debt to 'BBB' from 'BB' when the acquisition closes, as
it will be rated under Ares going forward.

"Both firms' announcements that their respective shareholders have
approved Ares's acquisition of Allied, which is expected to close
on or about April 1, 2010, drove the rating actions," said
Standard & Poor's credit analyst Sebnem Caglayan.

Ares will retain its name, and the combined entity will be
headquartered in New York City.  Since the announcement of the
acquisition, Ares raised $278 million in equity and Allied
completed $633 million of asset sales and reduced its debt by
$754.8 million.  Through these actions, management expects to
close on the acquisition with pro-forma debt-to-equity leverage of
approximately 0.65x?0.70x, which S&P views as adequate for the
rating.  Ares also strengthened its funding profile by increasing
the newly combined firm's debt capacity to $1.2 billion and
extending the maturity of its revolver and the Ares Capital CP
funding facility to 2013.

The merger creates a sizable business-development company with
$12 billion committed capital under management.  Although S&P has
wary of weaker-quality assets that remain in the portfolio, S&P
believes the combination adds scale to Ares's existing platform,
which supports origination, enhances future growth potential, and
increases portfolio diversity.

S&P will monitor management's ability to integrate the newly
combined firm and rebalance the portfolio toward Ares's
traditional higher-yielding, cash-generating securities.

The outlook is stable.  S&P could raise the ratings on the
combined entity as the integration of both firms proceeds, if
management is able to stabilize the performance or exit troubled
assets from the Allied portfolio and continue to deliver strong
investment performance.  On the other hand, S&P could lower the
ratings if Ares's acquisition of Allied results in material
deterioration in its financial profile?-specifically if management
cannot stabilize Allied's portfolio or if interest coverage and
leverage metrics deteriorate.


AMERICAN HOME MORTGAGE: Settles Claim for Aiding, Abetting Fraud
----------------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
Mona Dobben settled a claim against American Home Mortgage
Investment Corp., which she accused of aiding and abetting a
broker fraud and ignoring her efforts to straighten the matter
out.

According to Dow Jones, the settlement was for $100,000, the same
as the judgment she won against American Home Mortgage in the U.S.
Bankruptcy Court for the District of Delaware.  Dow Jones says the
settlement was also in the same form as the judgment -- immediate
cash payment rather than an unsecured claim against the long-gone
lender.

Dow Jones recalls Judge Christopher Sontchi ruled for Ms. Dobben
in December.  He found the 70-year-old woman was the victim of a
fraud and faulted American Home for giving her "the run-around"
when she asked for information about the loan.

"It took her months to figure out who owned the loan," Judge
Sontchi said, according to Dow Jones. He counted up what it cost
Dobben to track down the fraudulent mortgage that fouled her
credit reports, and he tripled the figure, according to Dow Jones.

                        About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for Chapter 11
protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home filed a de-consolidated plan of liquidation on
August 15, 2008.  The former home mortgage lender's liquidating
Chapter 11 plan was confirmed in February 2009.


AMERICAN INT'L: Completes Sale of Pinebridge Investments
--------------------------------------------------------
American International Group, Inc., has closed the sale of a
portion of its asset management business to Pacific Century Group,
the Asia-based private investment firm.  AIG will continue to
manage approximately $509 billion of assets as part of its
internal investment operation.

Pacific Century Group paid $277 million in cash at closing, and
AIG expects to receive additional future consideration in the form
of a performance note and a continuing share of carried interest.

The divested portion of the asset management business has been
branded as PineBridge Investments and operates in 31 countries.
PineBridge Investments manages approximately $87.3 billion of
assets for institutional and individual clients across a variety
of asset classes, including private equity, hedge funds of funds,
listed equities and certain fixed income strategies.

                             About AIG

Based in New York, American International Group, Inc., is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional, and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer.  In
addition, AIG companies provide life insurance and retirement
services around the world.  AIG common stock is listed on the New
York Stock Exchange, as well as the stock exchanges in Ireland and
Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  On
September 16, 2008, the Federal Reserve Bank created an
$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG.  The credit facility was eventually
increased to as much as $182.5 billion.

AIG has sold a number of its subsidiaries and other assets to pay
down loans received from the U.S. government, and continues to
seek buyers of its assets.


AMERICAN INT'L: ILFC Sells $750 Million in 2015 and 2017 Bonds
--------------------------------------------------------------
International Lease Finance Corporation has priced, and entered
into an agreement to issue and sell, subject to certain
conditions, an additional $250 million aggregate principal amount
of 8.625% Senior Notes due 2015 and an additional $500 million
aggregate principal amount of 8.750% Senior Notes due 2017 in a
private placement pursuant to Rule 144A and Regulation S under the
Securities Act of 1933, as amended.  ILFC expects to close the
offering on April 6, 2010, subject to the satisfaction of
customary market and other closing conditions.

ILFC initially said it intends to offer, subject to market and
other conditions, $250 million of additional 8.625% Senior Notes
due September 2015 and $250 million of additional 8.750% Senior
Notes due March 2017.

The Notes will be unsecured and will not be guaranteed by ILFC's
parent, American International Group, any of ILFC's subsidiaries
or any third party.

The 2015 Notes will have the same terms except issue date and
purchase price and be treated as the same series as the $1 billion
aggregate principal amount of 8.625% Senior Notes due September
2015 issued by ILFC on March 22, 2010.  The 2017 Notes will have
the same terms except issue date and purchase price and be treated
as the same series as the $1 billion aggregate principal amount of
8.750% Senior Notes due March 2017 issued by ILFC on March 22,
2010.

The 2015 Notes will pay interest, semi-annually, on each March 15
and September 15 at a rate of 8.625% per year and will mature on
September 15, 2015.  The 2017 Notes will pay interest, semi-
annually, on each March 15 and September 15 at a rate of 8.750%
per year and will mature on March 15, 2017.  The Notes will accrue
interest from March 22, 2010, the issue date of the previous
notes.

The 2015 Notes will be issued by ILFC at the initial price of
101.000% of the principal amount plus accrued interest from March
22, 2010 and the 2017 Notes will be issued by ILFC at the initial
price of 100.750% of the principal amount plus accrued interest
from March 22, 2010.  The aggregate net proceeds from the sale of
the Notes, after deducting discounts, will be approximately $745
million, and will be used by ILFC for general corporate purposes,
including the repayment of existing indebtedness.

According to The Wall Street Journal, the latest sale will bring
ILFC's total debt raise so far this year to about $4 billion.
ILFC, the Journal notes, had previously been frozen out of the
credit markets since AIG nearly collapsed in the fall of 2008.
The Journal says the new money will help debt-laden ILFC pay off a
chunk of its financial obligations that come due this year, and
will help it become less dependent on AIG.  The Journal, however,
says ILFC still has some ways to go to resolving its liquidity and
funding challenges, and has to raise more new debt and sell off
some of its aircraft assets.

                            About ILFC

International Lease Finance Corporation is the international
market leader in the leasing and remarketing of advanced
technology commercial jet aircraft to airlines around the world.
ILFC owns a portfolio consisting of more than 1,000 jet aircraft.

                           *     *     *

ILFC carries Fitch's 'BB' Issuer Default Rating.  ILFC holds S&P's
(BBB-/Watch Neg/--) Corp. credit rating.  It holds 'B1' corporate
family and senior unsecured ratings at Moody's.

                             About AIG

Based in New York, American International Group, Inc., is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional, and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer.  In
addition, AIG companies provide life insurance and retirement
services around the world.  AIG common stock is listed on the New
York Stock Exchange, as well as the stock exchanges in Ireland and
Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  On
September 16, 2008, the Federal Reserve Bank created an
$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG.  The credit facility was eventually
increased to as much as $182.5 billion.

AIG has sold a number of its subsidiaries and other assets to pay
down loans received from the U.S. government, and continues to
seek buyers of its assets.


AMERICAN INT'L: Plueger to Join Another ILFC Ex-CEO's Firm
----------------------------------------------------------
People familiar with the matter told The Wall Street Journal that
John Plueger, the acting CEO of International Lease Finance Corp.
who left less than two months after assuming the post, has decided
to join Air Lease LLC, a start-up firm formed by ILFC's previous
chief and co-founder Steven Udvar-Hazy.

As reported by the Troubled Company Reporter on March 29, 2010,
American International Group, Inc., and ILFC said Friday that Mr.
Plueger will retire, effective immediately.  Mr. Plueger assumed
the CEO position on February 5, when then-ILFC director and CEO
Udvar-Hazy announced his retirement.  Mr. Plueger, 55, had spent
23 years at ILFC.

A person familiar with the matter informed the Journal that Mr.
Plueger told ILFC associates on Monday "he was going with Hazy."
Mr. Plueger couldn't be reached for comment, the Journal says.
ILFC is currently looking for a permanent CEO and is likely to
consider candidates from smaller aircraft-leasing firms.

According to the Journal, Standard & Poor's said Mr. Plueger's
departure was a "setback for ILFC" but noted the firm "still has a
capable management team."  The Journal says S&P added that Mr.
Udvar-Hazy's new aircraft leasing company may also attract "other
ILFC executives who prefer to work for an independent company."

                            About ILFC

International Lease Finance Corporation is the international
market leader in the leasing and remarketing of advanced
technology commercial jet aircraft to airlines around the world.
ILFC owns a portfolio consisting of more than 1,000 jet aircraft.

                           *     *     *

ILFC carries Fitch's 'BB' Issuer Default Rating.  ILFC holds S&P's
(BBB-/Watch Neg/--) Corp. credit rating.  It holds 'B1' corporate
family and senior unsecured ratings at Moody's.

                             About AIG

Based in New York, American International Group, Inc., is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional, and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer.  In
addition, AIG companies provide life insurance and retirement
services around the world.  AIG common stock is listed on the New
York Stock Exchange, as well as the stock exchanges in Ireland and
Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  On
September 16, 2008, the Federal Reserve Bank created an
$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG.  The credit facility was eventually
increased to as much as $182.5 billion.

AIG has sold a number of its subsidiaries and other assets to pay
down loans received from the U.S. government, and continues to
seek buyers of its assets.


BIOFUEL ENERGY: Declining Liquidity Cues Going Concern Doubt
------------------------------------------------------------
On March 30, 2010, Biofuel Energy Corp. filed its annual report on
Form 10-K for the year ended December 31, 2009.

Grant Thornton LLP, in Denver, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has experienced
declining liquidity and has $16.5 million of outstanding working
capital loans that mature in September 2010.

The Company states, "If current operating conditions do not
improve, the Company is unlikely to have sufficient liquidity to
both repay these loans when they become due and maintain its
operations.  Our failure to repay the outstanding amounts under
our working capital loans would result in an event of default
under our Senior Debt facility and a cross-default under our
subordinated debt agreement, and would allow both the senior
lenders and the subordinated lenders to accelerate repayment of
amounts outstanding."

The Company reported a net loss of $19.7 million on $415.5 million
of revenue for 2009, compared to a net loss of $84.1 million on
$179.9 million of revenue for 2008.  Operating loss was
$4.9 million, which resulted from $404.8 million in cost of goods
sold, including $284.9 million for corn, and $15.6 million in
general and administrative and other operating expenses.  The
Company also reported $14.9 million in interest expense and
$78,000 in interest income in 2009.

For the fourth quarter of 2009, the Company reported net income of
$8.8 million on revenue of $120.4 million, as compared to a net
loss of $12.3 million on $89.0 million of revenue for the same
period of 2008.  Operating income was $11.7 million, which
resulted from $105.8 million in cost of goods sold, including
$73.1 million for corn, and $2.9 million in general and
administrative expenses.  The Company also had $2.9 million of
interest expense in the fourth quarter.

Scott H. Pearce, the Company's President and Chief Executive
Officer, stated: "Overall we had a solid fourth quarter.  Our
entire operations team can be proud of delivering on our first
profitable quarter.  However, the more recent contraction in
margins due to the narrowing of the spread between our cost of
corn and the price of ethanol presents challenges for the first
quarter of 2010."

At December 31, 2009, amounts outstanding under the senior debt
facilities included $195.4 million in term loans and $16.5 million
borrowed under the working capital facility.  At December 31,
2009, the Company has $6.1 million of cash and equivalents.  The
Company says that if it is unable to generate sufficient cash flow
to service its debt, and is unable to refinance its debt, sell
assets, borrow more money or raise additional capital, it may be
required to curtail or cease operations, and could be forced to
file for relief under Chapter 11 of the Bankruptcy Code.

The Company's balance sheet as of December 31, 2009, showed
$346.8 million in assets, $268.9 million of debts, and
$77.9 million of stockholders' equity, which includes $5.7 million
of non controlling interest.

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

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

A full-text copy of the Company's press release disclosing its
financial results for the fourth quarter and year ended
December 31, 2009, is available for free at:

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

Denver, Colo.-based Biofuel Energy Corp. (Nasdaq: BIOF)
-- http://www.bfenergy.com/-- produces and sells ethanol and its
co-products (primarily distillers grain), through its two
115 million gallons per year ethanol production facilities located
in Wood River, Nebraska and Fairmont, Minnesota.


CENTAUR LLC: Well Fargo Wants Case Conversion to Chapter 7
----------------------------------------------------------
Standardbred Canada reports that Wells Fargo asked the U.S.
Bankruptcy Court in Delaware to convert the Chapter 11 case to
Chapter 7 liquidation proceeding.  Wells Fargo, the report says,
wanted the case liquidated in order to pay back at least part of
its investment in the Company's stalled racino project.

Centaur, LLC, aka Centaur Indiana, LLC --
http://www.centaurgaming.net/-- is an Indianapolis, Indiana-based
company involved in the development and operation of entertainment
venues focused on horse racing and gaming.  The Company filed for
Chapter 11 bankruptcy protection on March 6, 2010 (Bankr. D.
Delaware Case No. 10-10799).  Jeffrey M. Schlerf, Esq., at Fox
Rothschild LLP, assists the Company in its restructuring effort.
The Company estimated its assets and debts at $500,000,001 to
$1,000,000,000 as of the Petition Date.


CHEYENNE MOUNTAIN: Sells Stargate to Fresh Start for $100,000
-------------------------------------------------------------
Leigh Alexander at Gamasutra reports that Cheyenne Mountain
Entertainment sold its Stargate Resistance game to Fresh Start
Studio for $100,000.  Fresh Start placed $200,000 towards the
games development.

Based in Arizona, Cheyenne Mountain Entertainment Inc. filed for
Chapter 11 protection on February 12, 2010 (Banrk. D. Ariz. Case
No. 10-03632).  Douglas S. Younglove, Esq., at Douglas S.
Younglove, PLLC, represents the Company in its restructuring
effort.  The Debtor listed both assets and debts of between
$500,000 and $1,000,000.  Bankruptcy Judge Sara Sharer Curley
dismissed on Feb. 22, 2010, the Chapter 11 case of Cheyenne
Mountain Entertainment.  The case was dismissed because the Debtor
failed to file a list of creditors in the proper format as
required by Local Bankruptcy Rule 1007-1.


CITIGROUP INC: Government's Exit to Deliver Profit for Taxpayers
----------------------------------------------------------------
The New York Times, citing Reuters Breakingviews, says the U.S.
Government's exit from Citigroup Inc. should deliver a healthy
profit for taxpayers.  According to the report, at the March 29,
2010 price of about $4.20 a share, the government would reap a
profit of about $7 billion on its $25 billion investment.

The report also points out that Citi has paid about $3 billion in
dividends to the government.  It is also scheduled to pay an
additional $400 million a year in dividends on $5.1 billion of
trust preferred shares issued to the government in exchange for
insurance on impaired assets -- insurance that has since been
canceled.  The government has warrants over an additional
$6.5 billion of Citi stock, too.  These are way out of the money
now, but would turn a profit if Citi stock hit first $10.61 and
then $17.85 within eight years, the report says.

As reported by the Troubled Company Reporter on March 30, 2010,
the U.S. Department of the Treasury on Monday said it will fully
dispose of its approximately 7.7 billion shares of Citigroup
common stock over the course of 2010 subject to market conditions.
Treasury received the shares of common stock pursuant to the June
2009 Exchange Agreement between Treasury and Citigroup, which
provided for the exchange into common shares of the preferred
stock that Treasury purchased in connection with Citigroup's
participation in the Capital Purchase Program.  Treasury has
engaged Morgan Stanley as its capital markets advisor in
connection with its Citigroup position.

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

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

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

                         About Citigroup

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

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

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

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


COMFORCE CORP: Balance Sheet at Dec. 27 Upside-Down by $15.4MM
--------------------------------------------------------------
COMFORCE Corporation filed with the Securities and Exchange
Commission its Form 10-K for the fiscal year ended December 27,
2009.

As of Dec. 27, 2009, the Company's balance sheet showed total
assets of $165.2 million and liabilities of $180.7 million for a
$15.4 million total stockholders' deficit.

COMFORCE reported revenues of $563.8 million for the fiscal year
ended December 27, 2009, compared to revenues of $606.6 million
for the fiscal year ended December 28, 2008.   COMFORCE reported
net loss of $12.2 million, or $0.76 per basic and diluted share
for fiscal 2009, compared to net income of $5.9 million, or $0.28
per basic share and $0.18 per diluted share for fiscal 2008.

John Fanning, Chairman and CEO of COMFORCE commented, "There have
been some indications recently that there is some improvement in
the labor markets, and we were pleased to have seen a sequential
improvement in revenues for the fourth quarter driven by PRO's
revenues increasing 6.8% over the third quarter.  And, while we
were pleased to report this, we still do not have a clear
indication as to when we will see a meaningful recovery in our
business."

Mr. Fanning continued, "We remain enthusiastic about the potential
for PRO Unlimited and RightSourcing(R) and expect these sectors of
our business to continue to be in demand.  As a result, we believe
we are well positioned to take advantage of opportunities to grow
our business for the future."

A full-text copy of the Company's Form 10-K is available for free
at http://ResearchArchives.com/t/s?5c2f

                          About COMFORCE

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


COMMERCIAL VEHICLE: Issues Over 200,000 Shares of Common Stock
--------------------------------------------------------------
Commercial Vehicle Group Inc. said it issued 215,308 shares of
Common Stock upon the exercise of certain of the Warrants on
March 17, 2010.  The Company issued 46,702 shares of Common Stock
upon the exercise of certain of the Warrants on March 19, 2010.
The Company issued 9,855 shares of Common Stock upon the exercise
of certain of the Warrants on March 23, 2010.

The warrants were exercised on a cashless exercise basis as
required under the warrant and unit agreement, and, accordingly,
such shares of Common Stock were issued in reliance upon the
exemption from registration set forth in Section 3(a)(9) of the
Securities Act of 1933, as amended.

On Aug. 4, 2009, the company issued 42,124 units, consisting
of $42.1 million in aggregate principal amount of the 11%/13%
third lien senior secured notes due 2013 and warrants to purchase
745,000 shares of the Company's common stock, par value $0.01 per
share.  The units and the warrants were issued pursuant to a
warrant and unit agreement dated August 4, 2009.

                  About Commercial Vehicle Group

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

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

                          *     *     *

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


COOPER-STANDARD: Wins Approval of Plan Outline
----------------------------------------------
Judge Peter Walsh of the U.S. Bankruptcy Court for the District
of Delaware approved on March 26, 2010, the disclosure statement
describing the joint Chapter 11 plan of reorganization of Cooper-
Standard Holdings Inc. and its debtor affiliates.

In a 15-page order, Judge Walsh held that the disclosure
statement contains "adequate information" in accordance with
Section 1125 of the Bankruptcy Code that would allow creditors to
make informed decisions on whether to vote to accept or reject
the Plan.  He overruled all objections to the disclosure
statement that have not been withdrawn.

ITT Corporation earlier withdrew its objection to the approval of
the disclosure statement.

"I think it cannot go unnoticed, the level of support for this
plan," Cooper-Standard attorney Gary L. Kaplan, Esq., told Judge
Walsh, reports Michael Bathon of Bloomberg News.  "It's a
consensual plan" and it has "improved the recovery to creditors
from the original deal," Mr. Kaplan pointed out.

Prior to the approval, the Debtors amended the Plan twice in
light of the developments in their negotiations with a group of
debt holders.

The initial Plan that was filed in early February 2010 hinged on
the deal they hammered out with holders of notes due in
both 2012 and 2014, which would allow the Debtors to generate up
to $245 million of proceeds by selling stock and warrants.

The Debtors amended the initial Plan after they reached a new
equity commitment agreement with a majority of the noteholders,
including those who took part in the initial deal.

The new agreement dated March 19, 2010, provides for a sale of
stock and warrants and a commitment to backstop an equity rights
offering that would allow the Debtors to rake in as much as
$355 million of proceeds.

Under the new deal, the noteholders agreed to purchase 11.75% of
the new common stock and $100 million of 7% convertible preferred
stock, convertible into 19.7% of the new common stock, issued by
the reorganized company.  They will receive new warrants to
purchase 7% of the new common stock.

The Plan was further amended on March 26, 2010, to add a new
provision which requires the Debtors to register the shares of
the new common stock "following the six month anniversary of the
effective date of the Plan if the so-called "non-backstop shelf
registration statement" has not been declared effective by the
Securities and Exchange Commission; or if they determine that the
registration would be prudent for them and would likely benefit
the holders of the new common stock whose shares would be
registered under that registration statement.

A copy of the court order approving the disclosure statement is
available for free at:

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

           Court Sets Confirmation Hearing to May 12

Judge Walsh will convene a hearing on May 12, 2010, at 9:30 a.m.
(prevailing Eastern Time), to consider confirmation of the
Debtors' Plan.

At the confirmation hearing, Judge Walsh will determine if the
Plan has been accepted by the requisite number of holders of
claims and equity interests, and if the other standards for its
confirmation have been met.

Judge Walsh set this timetable in connection with the
proposed confirmation of the Plan:

  March 26, 20lO         Record date for determining creditors
                         entitled to receive the solicitation
                         materials and for determining creditors
                         entitled to vote on the Plan

  May 5, 2010            Voting deadline

  May 5, 2010            Deadline for filing objections to the
                         confirmation of the Plan

  May 10, 2010           Deadline for the Debtors and any party
                         supporting the Plan to file a reply to
                         the objections

Judge Walsh authorized the Debtors to publish the notice of the
confirmation hearing in the New York Times, The Wall Street
Journal, USA Today and the Detroit Free Press and other local
publications no later than 20 days before May 5, 2010.

          Approval of the Equity Commitment Agreement

In a separate order, Judge Walsh approved the March 19 Equity
Commitment Agreement and a motion to file under seal schedules to
the agreement "as modified pursuant to the representations made"
at the March 26, 2010 hearing.

Judge Walsh also approved the process for the consummation of the
rights offering and established this timetable for the
implementation of the rights offering:

    * Rights Offering Record Date -- February 9, 2010.

    * Investor Certificate Distribution Date -- February 12,
      2010, as the date the Debtors distributed the investor
      certificate to each claimholder seeking affirmation from
      such subordinated claimholder that it is either a
      "qualified institutional buyer," an "accredited investor"
      or neither.

    * Eligible Noteholder Investor Certificate Deadline --
      March 5, 2010, at 5:00 p.m., as the deadline for eligible
      noteholders to return the investor certificates to
      Kurtzman Carson Consultants LLC.

    * Non-Eligible Noteholder Investor Certificate Deadline --
      March 26, 2010, at 5:00 p.m. (New York time), as the
      deadline for Non-Eligible Noteholders to return the
      investor certificates to KCC.

    * Subscription Commencement Date -- The date on which the
      solicitation of votes to approve the Plan will commence.

    * Subscription Deadline -- 5:00 p.m. (New York time) on the
      date that is the later of 20 days following the
      Subscription Commencement Date or the voting deadline.

    * Oversubscription Payment Notice Date -- The date on which
      KCC will deliver to each eligible noteholder that
      exercises its "oversubscription rights" a notice stating
      (i) the number of unsubscribed shares to which the
      eligible noteholder is required to purchase; and (ii) the
      balance owed by the eligible noteholder, if any, on
      account of the exercise of its oversubscription rights,
      which should be no later than two days after the
      Subscription Deadline.

    * Oversubscription Payment Deadline -- 5:00 pm (New York
      time) on the second day after receipt by an eligible
      holder of the oversubscription payment notice.

    * Backstop Purchasers Notice Date -- The day on which the
      Debtors will provide each purchaser that committed to
      backstop the rights offering with a certificate stating
      the number of shares and the aggregate price for those
      shares to be purchased pursuant to the rights offering and
      the Equity Commitment Agreement, which will be one day
      after the Oversubscription Payment Deadline.

The approval of the Equity Commitment Agreement drew support from
the Official Committee of Unsecured Creditors.  The panel said
the agreement would allow the noteholders to reinvest in the
reorganized company and facilitate the payment in full of the
Debtors' prepetition senior secured lenders.

                       About Cooper-Standard

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

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

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

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

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


COVER-ALL BUILDING: Seeks Creditor Protection in Canada
-------------------------------------------------------
Eric Morath at Dow Jones' Daily Bankruptcy Review reports that
Cover-All Building Systems Inc. of Saskatoon, Saskatchewan, filed
for the Canadian equivalent of Chapter 11 protection on Thursday.

Cover-All Building Systems built the Dallas Cowboys practice
facility that collapsed in May 2009, seriously injuring two
members of the football team's staff.  Dow Jones says the company
and its U.S. subsidiary, Summit Structures LLC, are facing
lawsuits from Cowboys scout Rich Behm and special teams coach Joe
DeCamillas, who were among a dozen people hurt when the team's
dome-like practice facility buckled during a wind storm.

Dow Jones says the company had suspended the production and sale
of all its buildings pending engineering reviews.  Cover-All laid
off nearly all its staff on Thursday, Dow Jones says, citing the
Saskatoon StarPhoenix.


CROTCHED MOUNTAIN: Moody's Affirms 'B2' Rating With Neg. Outlook
----------------------------------------------------------------
Moody's Investors Service has affirmed Crotched Mountain
Rehabilitation Center's B2 issuer rating.  The outlook remains
negative.

Legal Security: This is an issuer rating not currently assigned to
any debt obligations.  The issuer rating reflects the unsecured
general obligation credit characteristics of the CMRC and does not
incorporate an analysis of the legal security of the
organization's debt.

Interest Rate Derivatives: CMRC entered into a swap agreement in
conjunction with the issuance of the Series 2006 bonds whereby it
pays a fixed rate of 3.776% and the variable component is set at
62% of 1 Month LIBOR-BBA+0.34% with a notional amount of
$30.7 million.  The counterparty is RBC Capital Markets and the
swap terminates on January 1, 2037.  As of March 19, 2009, the
mark to market valuation on the swap was negative $2.98 million
and CMRC was required to post collateral in the amount of
$2.98 million.  The swap agreement also includes an additional
termination event whereby if the underlying, unenhanced rating of
the organization falls below Baa3, the counterparty can terminate
the agreement and CMRC would be required to pay the fair market
value.  Moody's has incorporated the risks of the swap in the B2
issuer rating.

                            Challenges

* History of significant operating losses with operating margins
  in the negative double digit range which had deteriorated
  further in recent fiscal years.  Operations improved somewhat in
  fiscal year 2009 but still recorded operating losses with an
  operating margin of -9.4% and operating cash flow margin of -
  0.4%.

* Liquidity has declined steadily since FY 2002 and reached a
  record low at January 31, 2009 to $10.9 million (74.2 days cash
  on hand) from $18.8 million (115 days cash on hand) at fiscal
  year end 2008 due to the recent turmoil in the equity markets
  and a material rise in accounts receivables.  By FYE 2009,
  liquidity improved to $17.3 million (120 days cash on hand)
  driven by investment gains and reduction in AR but remains
  leveraged with 54% cash to debt.  The Crotched Mountain
  Foundation is 58% invested in equities and the remainder is in
  fixed income and cash.  The long term pool returned negative 25%
  in FY 2009.

* CMRC's swap remains out of the money with mark to market
  liability of approximately $3.0 million and a collateral posting
  requirement of approximately $3.0 million with RBC Capital
  Markets which has thus far decided not to terminate the swap
  agreement.

* Renewal risk associated with Allied Irish Bank Letter of Credit
  backed Series 2006 bonds which has a stated expiration date
  October 26, 2011.

                            Strengths

* Niche provider of rehabilitation, education, residential, and
  care management services for physically and developmentally
  challenged children and adults.

* History of generating philanthropic support for capital and
  program initiatives, with gift revenue of $1.7 million in fiscal
  year 2009.

* Successfully renegotiated bond covenant terms that are more
  favorable and LOC provider has agreed to a principal reduction
  schedule whereby principal outstanding will be reduced by
  $10 million by FY 2011.

* Successfully sold various property as part of its liquidity
  improvement plan netting $752 thousand in cash to date.

                    Recent Developments/Results

In FY 2009, operations at CMRC improved but remained weak with an
operating deficit of $4.8 million (-9.4% operating margin) and
negative operating cash flow of $225 thousand (-0.4% operating
margin) compared to an operating deficit of $10.4 million (-20.4%
operating margin) and negative operating cash flow of $6.1 million
(-12.1% operating cash flow margin) in FY 2008.  The improvement
in performance was driven in part, by significant rate increases
from the state Medicaid program as well rate increases from the
New Hampshire Department of Education.  In addition, various
expense reduction measures have been implemented including FTE
reductions (141 FTEs reduction since November 2007); reduction in
overtime usage, reduced energy costs following recent capital
investments, and a favorable shift in payor mix.  CMRC has
recently partnered with area health systems including Dartmouth-
Hitchcock Medical center to help bring more commercially insured
patients to CMRC and anticipates an additional $1 million in
revenues.  Despite the improved operating performance, FY 2009
operating performance was under budget by approximately $2 million
due in part to closure costs of various adult programs during the
second half of the year.

Through seven months of FY 2010, operations have continued to
improve but remains at a deficit with an operating deficit of
$1.7 million (-5.6% operating margin) and operating cash flow of
$1.2 million (4.1% operating cash flow margin) up from an
operating deficit of $2.4 million (-8.0% operating margin) and
operating cash flow of $109 thousand (0.4% operating margin)
through the same period last year.  Management is confident that
it will reach its year end budget of -4.9% operating margin and
5.1% operating cash flow margin and anticipates break even
operating performance in FY 2011.  However, Moody's notes that
management has not reached its budget for the last several years
and have concerns about the organization's ability to reach its
budget given the ongoing challenges in the state.

CMRC's balance sheet has historically benefited from the support
of the Crotched Mountain Foundation which is a key credit
strength.  However, CMF's unrestricted cash balance declined for
the last several years through FYE 2009.  At FYE 2009, the
consolidated organization's unrestricted cash balance was at
$17.3 million (120.0 days cash on hand) compared to $18.8 million
(117 days cash on hand) at FYE 2008.  While the absolute liquidity
balance has declined, the reduction in operating expenses drove
the increase in days cash on hand.  Moody's also note that
liquidity has improved since January 31, 2009 when unrestricted
cash balance was at $10.9 million (74 days cash on hand).  The
improvement in liquidity was driven by investment gains and a
material improvement in accounts receivables which declined to 50
days at FYE 2009 from 85 days at January 31, 2009.  The
significant fluctuation in AR was driven by turnover of
experienced personnel.  As of January 31, 2010, unrestricted cash
balance has declined slightly to $16.7 million (119 days cash on
hand) due in part to upfront payroll and debt service requirements
but management has indicated that unrestricted cash has improved
somewhat to approximately $17.9 million at February 28, 2010.
Despite the overall improvement in liquidity in recent months,
cash to debt remains leveraged at 52%.

Given the liquidity position relative to debt load, CMRC still
runs the risk of not being able to meet its obligations if Allied
Irish Bank, its letter of credit provider for its Series 2006
bonds, were to accelerate payments under its Reimbursement
Agreement with CMRC.  The Letter of Credit provider has the right
to accelerate payment from the obligor if there is a failed
remarketing and the bonds become bank bonds for 30 days.  Given
recent market disruptions, a failed remarketing is still
plausible.  In addition, the Letter of Credit agreement includes a
Material Adverse Effect clause as an event of default and several
other covenants which CMRC was not 100% in compliance with in FY
2008.  However, management successfully renegotiated its covenants
that were more favorable and was fully compliant in FY 2009.  The
revised covenants include a net assets test whereby net assets at
CMRC has to exceed $13 million and net assets at CMF has to exceed
$30 million.  Cash and investments at CMF also have to exceed
$18 million and debt service coverage has to be greater than 1.0
times.

At the request of AIB for CMRC to reduce outstanding long term
debt, a plan with AIB is in place whereby, CMRC will pay down
$10 million of principal by June 30, 2011.  The first phase of the
plan includes refinancing of approximately $5 million of principal
with a loan from the state that has more favorable interest rate
and credit terms.  The second half of the plan includes cash from
operations, the sale of various pieces of real estate and the sale
of a conservation easement on 1,165 acres of forest land to the
U.S. Forest Legacy Program.  CMRC has garnered $2.75 million in
commitments from selling conservation easements to the U.S. Forest
Service but the timing of receipt of these monies is unclear at
this time.  Management was successful in selling its excess real
estate assets but it remains to be seen if enough cash flow can be
generated.  If this plan is successfully executed, the
organization's debt load will decline but its liquidity position
still remains at risk given the recent volatility in the markets
and its current investment allocation, which is currently 58%
invested in equities.

The LOC agreement with AIB has a state expiration date of
October 26, 2011, giving CMRC limited time to replace or renew the
credit support.  Management is currently looking at different
financing options to address this issue.  CMRC's swap position
outstanding with RBC Capital has improved since last year but
remains out of the money with a liability of approximately
$3.0 million and collateral posting requirement of $3.0 million.
RBC has thus far agreed to not terminate the swap agreement
following the downgrade of the issuer rating to below investment
grade in 2008.

CMRC continues to maintain its niche role as a provider of
rehabilitative, educational, and residential services in the New
Hampshire and New England area.  CMRC provides four key areas of
service including its school, residential, brain injury and
children's hospital programs.  Census levels continue to remain
stable with 106 students enrolled at the school of which 77 are
part of one of the various residential programs and the remainder
are commuting students.  The brain injury and children's hospital
each has 31 beds and operates at 87% capacity.  CMRC's key
challenge continues to be matching clients with appropriate
services and effectively predicting availability of beds, not
competition from other providers.

                              Outlook

The negative outlook reflects Moody's ongoing concern regarding
the operating performance and unrestricted cash position of the
consolidated entity (including CMF) and the risks associated with
its swap and letter of credit exposure.

                What could change the rating -- UP

Significant improvement in liquidity; reworked capital structure
that reduces short-term liquidity risks; significant improvement
in operations that is demonstrated and sustainable; proven ability
to retire $10 million of debt by 2011

               What could change the rating -- DOWN

Further decline in unrestricted cash balances; termination of the
swap or acceleration of principal due under the letter of credit
agreement

                          Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Crotched Mountain
     Foundation and Affiliates

  -- First number reflects audit year ended June 30, 2008

  -- Second number reflects audit year ended June 30, 2009

  -- Investment returns normalized at 6% unless otherwise noted

* Total operating revenues: $50.9 million; $50.5 million

* Moody's-adjusted net revenue available for debt service:
  -$1.3 million; $1.8 million

* Total debt outstanding: $31.5 million; $31.8 million

* Maximum annual debt service (MADS): $2.0 million; $2.0 million

* Moody's-adjusted MADS Coverage with normalized investment
  income: -0.64 times; 0.90 times

* Debt-to-cash flow: -11.5 times; 283.0 times

* Days cash on hand: 117.0 days; 120.4 days

* Cash-to-debt: 59.6%; 54.3%

* Operating margin: -20.4%; -9.4%

* Operating cash flow margin: -12.1%; -0.4%

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

The last rating action was on March 31, 2009, when the issuer
rating of Crotched Mountain Rehabilitation Center was downgraded
to B2 from B1, taken off of Watchlist and the look was negative.


CW MEDIA: S&P Shifts Watch to Developing; Affirms 'B-' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its CreditWatch
implications on Toronto-based CW Media Holdings Inc. to developing
from negative.  Developing implications mean the ratings could be
raised, lowered, or left unchanged depending on the outcome of
S&P's review.

In addition, S&P has affirming its ratings on the company,
including its 'B-' long-term corporate credit rating on CW Media.
The ratings were placed on CreditWatch with negative implications
June 23, 2009, to reflect part-owner Canwest Media Inc.'s
financial restructuring uncertainty and the potential impact this
could have on CW Media.  Canwest filed for creditor protection
under the Companies' Creditors Arrangement Act on Oct. 6, 2009.

The ratings on CW Media reflect the restructuring at Canwest, the
ownership options, and the company's current leverage and
financial performance.

"The uncertainty surrounding parent company Canwest's lender
negotiations is diminishing given that recapitalization
transactions have been proposed and it is now less likely that
Canwest's creditors would propose consolidating CW Media or
otherwise bring CW Media directly into the proceedings," said
Standard & Poor's credit analyst Lori Harris.  "Nevertheless,
regardless of the outcome of a restructured Canwest, S&P believes
the future ownership and capital structure of CW Media remain
unclear given the cost and capital involved in the company's
embedded ownership options," Ms. Harris added.

CW Media is a wholly owned subsidiary of CW Investments Co., with
Canwest having 35% economic ownership of CWI (67% voting interest)
and GS Capital Partners VI LP, a private equity affiliate of
Goldman, Sachs & Co., owning the remainder.  Based on the original
terms and conditions of the Canwest and GSCP deal, Canwest has an
option to acquire GSCP's 65% economic stake in 2011, 2012, and
2013.

The CreditWatch placement reflects the range of possible outcomes
to the Canwest restructuring.  A restructured Canwest, regardless
of ownership, would be required to deal with the purchase option
and conditions that would result in either keeping or modifying
the original terms; the course eventually taken by the company
could have a material impact on the ultimate credit profile of
both CW Media and the restructured Canwest.  While new ownership
of CW Media could result in an upgrade, S&P's full review would
include an analysis of CW Media's expected capital structure.
Alternatively, S&P could consider lowering the ratings if CW Media
is negatively affected by events related to Canwest.

CW Media has a controlling interest in and operates 13 English-
language Canadian specialty TV channels (including Showcase,
History, HGTV, and Slice); it also has a 50% interest in two
Canadian French-language channels (Series+ and Historia), and a
minority interest in two other English-language channels (Dusk and
One).  CW Media's reported revenue and operating profit (excluding
depreciation and amortization, and nonrecurring items) increased
7.5% and 45.3%, respectively, in the first quarter ended Nov. 30,
2009, compared with the same period a year earlier.

Standard & Poor's will keep the ratings on CW Media on CreditWatch
until S&P has more clarity on the potential impact on the company
of Canwest's financial restructuring.  S&P could consider lowering
the ratings if CW Media is negatively affected by events related
to Canwest.  Alternatively, S&P could raise the ratings depending
on the ultimate ownership and capital structure of CW Media.


DBSD NORTH AMERICA: Judge Rejects Dish, Sprint Challenges to Plan
-----------------------------------------------------------------
Bankruptcy Law360 reports that a federal judge has rejected bids
by Dish Network Corp. and Sprint Nextel Corp. to overturn a
bankruptcy judge's order confirming DBSD North America Inc.'s
Chapter 11 reorganization plan.

DISH Network Corporation became involved in the Debtors' cases
when, after the Debtors proposed a plan of reorganization, DISH
bought up all of the Debtors' First Lien Debt from its prior
holders, at par, seeking by its acquisition of the Debtors' debt,
"to acquire control of this strategic asset."  Thereafter,
literally on the eve of the plan confirmation hearing, DISH sought
to terminate exclusivity and obtain permission to file its own
plan, further to achieve its strategic objective.  Finding that
"[t]his is the paradigmatic case for the application of the
Allegheny doctrine," the Honorable Robert E. Gerber ruled that
DISH Network's claim should be designated pursuant to 11 U.S.C.
Sec. 1126(e), and that DISH Network is disqualified from voting on
the Debtors' plan.

In October 2009, Judge Gerber confirmed the Debtors' chapter 11
plan, but the plan can't take effect until the Debtors obtain
adequate exit financing.  DISH Network Corp. and Sprint Nextel
Corp. then took appeals from Judge Gerber's confirmation order to
the U.S. District Court for the Southern District of New York.

                      The Chapter 11 Plan

The Plan seeks, principally through substantial deleveraging and
realignment of operations, to focus on the Debtors' core
operations, to capitalize on opportunities in the future.  The
Debtors will reduce their funded debt and other financial
obligations by converting all of their Second Lien Debt and
general unsecured claims into equity of the reorganized Debtors.

The Plan provides for the Debtors to continue to operate as a pre-
revenue enterprise, implementing cost-saving initiatives until the
Debtors obtain strategic partnerships with entities that are able
to complement the Debtors' satellite offerings or obtain
additional capital to continue funding the enterprise.

Under the Plan, the Debtors will be deleveraged by over $600
million. The Plan currently contemplates that the Debtors will
have $81 million in total debt at the Effective Date, and the
total indebtedness can be projected to be in the range of
$260 million by 2013.

A copy of Judge Gerber's decision containing his Findings of Fact
and Conclusions of Law is available for free at:

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

                     About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
It has launched a satellite, but is in the developmental stages of
creating a satellite system with components in space and on earth.
It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., Christopher J. Marcus,
Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel,
Esq., Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago,
serve as the Debtors' counsel.  Jefferies & Company is the
proposed financial advisors to the Debtors.  The Garden City Group
Inc. is the court-appointed claims agent for the Debtors.  When
the Debtors sought for protection from their creditors, they
listed between $500 million and $1 billion each in assets and
debts.


DELPHI CORP: Penn National Acquires Ohio Plant
----------------------------------------------
In a public statement dated February 5, 2010, Penn National
Gaming, Inc., disclosed that it completed the purchase of 123
acres at the site of a plant formerly owned by General Motors
Corporation/Delphi Corp. located at Georgesville Rd., Columbus,
Ohio.  Penn National intends to use the site for its Hollywood
Casino Columbus, which has a budget of $400 million.

Penn National will seek a state constitutional amendment to
relocate the Columbus casino to the former Delphi plant, pending
voter approval on May 4, 2010.

                        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)


DELUXE CORPORATION: Moody's Upgrades Senior Note Ratings to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating for Deluxe
Corporation's
$200 million of 7-3/8% senior unsecured notes due 2015 to Ba1 from
Ba2 due to the enhanced support structure and correspondingly
improved Loss Given Default assumption, as noteholders now benefit
from a pari-passu guaranty of Deluxe's material subsidiaries that
went into effect following the company's execution of a new $200
million senior secured revolving credit facility that is also
guaranteed by those subsidiaries.  At the same time, Moody's
downgraded the ratings for Deluxe's
$280 million of 5% senior unsecured notes due 2012 and
$264 million of 5-1/8% senior unsecured notes due 2014 to Ba3 from
Ba2 based on worsening Loss Given Default expectations, as these
notes now rank at the bottom of the recovery waterfall in the
company's capital structure as they do not enjoy the benefit of
security interests or subsidiary guarantees.

Upgrades:

Issuer: Deluxe Corporation

  -- 7-3/8% senior unsecured notes, due 2015, Upgraded to Ba1,
     LGD2, 24% from Ba2, LGD4, 54%

Downgrades:

Issuer: Deluxe Corporation

  -- 5% senior unsecured notes, due 2012, Downgraded to Ba3, LGD5,
     73% from Ba2, LGD4, 54%

  -- 5-1/8% senior unsecured notes, due 2014, Downgraded to Ba3,
     LGD5, 73% from Ba2, LGD4, 54%

Deluxe's Ba2 Corporate Family Rating continues to reflect ongoing
pressure on the company's revenue base (consisting largely of
printed products) and operating margins, and execution risks
associated with its strategy to expand the small business services
segment.  Moody's believe the continued revenue pressure elevates
event risk and necessitates that Deluxe maintain a more
conservative leverage profile than comparably-rated issuers.
Notwithstanding these longer-term risks, Moody's believe savings
from the implemented $325 million cost reduction programs helped
mitigate some of the downward earnings pressure from declining
check usage and pricing pressure, and the effect of economic
weakness on demand from small businesses.  Moody's believe that
Deluxe will continue to maintain a good liquidity profile, as
demonstrated by the revolving credit facility extension.  In
addition, Moody's anticipate the company will sustain debt-to-
EBITDA leverage (incorporating Moody's standard adjustments) below
3.5x and that through debt reduction Deluxe will have the capacity
to absorb a moderate earnings decline within that leverage level.

The ratings for the specific debt instruments reflect both the
overall probability of default for Deluxe, for which Moody's
maintains a Probability of Default Rating of Ba2, and an average
family loss given default assessment of 50%.  Moody's notes that
the individual debt instrument ratings are subject to potential
near-term variability, especially if they are in close proximity
to the expected loss assumptions underlying the rating breakpoints
for high-yield corporate issuers subject to the Loss Given Default
Methodology.  In rating the company's debt obligations, Moody's
has taken a forward look with respect to the composition of the
company's debt instruments.  Specifically Deluxe's senior
unsecured notes that are due between 2012 and 2014 were issued
when the company was rated investment-grade.  It is highly
probable that these notes will be refinanced on terms and
conditions more in line with current market speculative-grade
deals and thereby be structurally and contractually on par with
the 2015 notes.  Consequently, in the future Moody's expect the
ratings of the company's debt to likely converge towards the CFR,
reflecting the probability that maturing debt is refinanced on
market terms and/or is repaid in cash.

Moody's last rating action for Deluxe was on August 17, 2009, when
ratings were affirmed, including the Ba2 CFR.

Deluxe's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Deluxe's core industry and Deluxe's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Deluxe Corporation, headquartered in St. Paul, MN, uses direct
marketing, distributors and a North American sales force to
provide a wide range of customized products and services:
personalized printed items (checks, stationery, greeting cards,
labels, and shipping/packaging supplies), promotional products and
merchandising materials, website hosting and web services, fraud
prevention services, and customer retention programs.


DREIER LLP: Perella Weinberg Fights Request for Documents
---------------------------------------------------------
Tiffany Kary at Bloomberg News reports that Perella Weinberg
Partners LP, which lost money in Marc Dreier's $700 million Ponzi
scheme, is resisting a request to submit more documents to the
trustee for Dreier's bankrupt estate.

According to the report, Perella Weinberg, an investment manager,
said in a court filing that it shouldn't have to comply with a
subpoena from Sheila M. Gowan, trustee for the estate of Dreier
LLP, the defunct law firm of Mr. Dreier.  Perella, which claims
its Xerion fund lost "tens of millions" of dollars in Mr. Dreier's
fraud, said Ms. Gowan's request is overly broad, and it already
has offered her the same documents it gave U.S. prosecutors in New
York for a criminal investigation.

Ms. Gowan also has filed motions to examine other parties in the
case, including Amaranth Partners LLC, Eton Park Asset
Management LLC, Context Capital Management LLC, Patriot Group
LLC and Westford Global Asset Management LLP.

According to Bloomberg, U.S. Bankruptcy Judge Stuart Bernstein, in
February, delayed a ruling in Dreier LLP's bankruptcy case on how
alleged victims would share recoveries after a proposed settlement
was challenged by hedge funds.  Under the settlement, Mr. Dreier's
biggest investor, GSO Capital Partners, owned by Blackstone Group
LP, would forfeit $30.9 million to the U.S. and give $9.25 million
to Gowan.  The U.S. agreed not to sue GSO, and Ms. Gowan agreed
not to challenge the U.S. over assets the government seized when
the fraud was uncovered.

Bloomberg adds that creditors, including Xerion, objected that the
deal would bar them from suing GSO for greater recoveries.  They
said that of the $430 million in fake profits distributed in Mr.
Dreier's fraud, New York-based GSO had received 45% while they had
lost "millions."

                          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).


DUBAI WORLD: New Board Named for Nakheel Unit
---------------------------------------------
The Associated Press reports that a council overseeing the
restructuring of Dubai World said Tuesday a new board had been
named to oversee the restructuring of its property development
unit Nakheel.

AP relates Dubai World Chairman Sultan Ahmed Bin Sulayem welcomed
the new Nakheel board Tuesday and said in a brief statement its
members will have the conglomerate's "full support."

AP also notes that an earlier statement from the Dubai ruler's
media office said the new board "will work on implementing the
main remaining projects, which will be specified in accordance
with the company's priorities over the coming period in a manner
guaranteeing its various responsibilities to the different
parties."

AP says the announcement marked the latest effort by Dubai to
steer its chief engine for growth through a minefield of debt that
has sullied the one-time Arab boomtown's reputation as the
Mideast's premier investment destination.

As reported by the Troubled Company Reporter on Friday, Stefania
Bianchi at Dow Jones Newswires said Dubai's government will inject
about $9.5 billion into Dubai World and real-estate developer
Nakheel.  Dow Jones said that, according to a statement by Dubai
government, cash for Dubai World "will be funded by $5.7 billion
remaining from the loan previously made available from the
Government of Abu Dhabi and from internal Dubai government
resources."  The statement also said "the government is offering
to recapitalize Dubai World through the equitization of the
Government's $8.9 billion claim and a commitment to fund up to
$1.5 billion in new funds."  The statement also said the
government "is offering to inject approximately $8 billion in new
funds, which will have a significant direct impact on the
construction and real estate sectors and the wider economy, and to
recapitalize Nakheel through the equitization of the government's
$1.2 billion claim."

Dow Jones also reported that a government financial advisor said
on a conference call that Dubai World's restructuring will include
the selling of some assets.  Dow Jones said the government has no
specific timeline and "there's no immediate action" on asset
sales.

                       6-Month Standstill

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

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

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

                         Large Exposure

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

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

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

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

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

                       About Dubai World

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

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


DUNE ENERGY: UBS AG Reduces Equity Stake to 44.15%
--------------------------------------------------
UBS AG, directly and on behalf of certain subsidiaries, disclosed
that as of March 1, 2010, it may be deemed to beneficially own
28,104,560 shares or roughly 44.15% of the common stock of Dune
Energy, Inc.

UBS said the number of Common Shares beneficially owned consists
of 26,556,507 Common Shares underlying 10% Senior Redeemable
Convertible Preferred Stock and 1,548,053 Common Shares.  As of
March 1, 2010, each share of Preferred Stock converts into 114.29
Common Shares plus a make-whole premium as of March 1, 2010,
amounted to an additional 197.66 Common Shares for 1 share of
Preferred Stock.

UBS said 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.

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.


DUNE ENERGY: Zazove Associates Holds 14.36% of Common Stock
-----------------------------------------------------------
Zazove Associates, LLC, in Incline Village, Nevada, disclosed that
as of December 31, 2009, it may be deemed to beneficially own
6,052,486 shares or roughly 14.36% of the common stock of Dune
Energy, Inc.  Zazove Associates said the shares include 5,062,486
shares issuable upon the conversion of Dune Energy, Inc.
Convertible Preferred Securities.

                         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.


DUNHILL ENTITIES: Files for Chapter 11 in Mobile, Ala.
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Dunhill Entities LP
filed for bankruptcy protection.

Dunhill Entities is the owner of two petroleum storage facilities
in Alabama.  One terminal, in Chickasaw, Alabama, has a capacity
of 650,000 barrels.  The second, in Mobile, has an 850,000-barrel
capacity.

Dunhill Entities, along with affiliates, filed a Chapter 11
petition on March 26 in Mobile, Alabama (Bankr. S.D. Ala. Case No.
10-01342).  The petition says assets are less than $50 million
while debt exceeds $50 million.

Bloomberg's Bill Rochelle reports that Dunhill has a contract to
sell the assets for $40.5 million to Arc Terminals LP.  All except
$500,000 of the purchase price will be paid by exchange for
secured debt.  Dunhill wants the bankruptcy judge to require other
bids by May 10, followed by an auction on May 12.  A court filing
blames bankruptcy on cost overruns and delays in a construction
contract. A construction loan matured in late 2008.


ELECTRICAL COMPONENTS: Files for Bankruptcy in Delaware
-------------------------------------------------------
Michael Bathon at Bloomberg News reports that Electrical
Components International Inc. sought bankruptcy protection from
creditors in Wilmington, Delaware, listing as much as $500 million
in both assets and debt.


EXTENDED STAY: Amends Plan to Reflect Starwood Deal
---------------------------------------------------
Extended Stay Inc. filed with the U.S. Bankruptcy Court for the
Southern District of New York a Third Amended Joint Plan of
Reorganization and Disclosure Statement for 74 of its debtor
affiliates on March 24, 2010.

Extended Stay previously filed a disclosure statement dated
March 5, 2010, for an earlier plan proposed by Centerbridge
Partners LP and Paulson & Co.  It was supposed to be considered
for approval at an April 8, 2010 hearing.  The hearing was,
however, cancelled after Extended Stay accepted a reorganization
proposal from another group of investors led by Starwood ESH LLC
and terminated its deal with the Centerbridge investors.

The new Disclosure Statement dated March 24 describes an Amended
Plan for Extended Stay's 74 affiliated debtors, premised on the
terms of the reorganization proposal from the affiliates of
Starwood Capital Group Global L.P., TPG Capital and Five Mile
Capital Partners LLC.  Starwood commits to provide up to
$905 million to fund the Amended Plan, which almost doubles the
previous $450 million offer from Centerbridge and Paulson.

Extended Stay President David Lichtenstein elaborates that:

  * The Starwood Investors will provide up to $650 million to
    a new holding company, NewCo, that will be formed after the
    Plan effective date to fund the Plan and certain related
    transactions.

  * As part of the Starwood investment, assuming that holder of
    Class 2 Claim accepts the Plan, Starwood will acquire about
    42.85% of the common interests in the new company for a cash
    contribution of $450 million.

  * Starwood will backstop a rights offering that will generate
    additional proceeds of up to $200 million.

  * Starwood has agreed to allocate value from its investment in
    order to provide a distribution to holders of Class 4
    Mortgage Facility Deficiency Claim/Mezzanine Facilities
    Claims, whether under a consensual or a non-consensual
    confirmation process.  Starwood commits an additional amount
    of up to $255.4 million to provide a cash alternative for
    holders of mortgage certificates in "Classes B-H" who opt to
    receive cash in lieu of an equity distribution under the
    Plan.

  * Another component of the Starwood Investors' commitment is
    the assurance that the reorganized companies can continue
    their operations uninterrupted after emerging from
    bankruptcy.  In this light, the Debtors and Starwood reached
    an agreement, under which in exchange for a $40 million
    payment, Starwood would either acquire all outstanding
    equity of HVM Manager or the latter would resign as manager
    of HVM LLC and replaced by a designee of Starwood.  The
    agreement assures HVM LLC's continued management of the
    Debtors' 666 properties that were posted as collateral for
    the Debtors $4.1 billion mortgage loan.

                        Management of NewCo

NewCo will own and control the 666 mortgaged properties and other
assets necessary to operate the Debtors' businesses.

Under the Amended Plan, NewCo will be owned indirectly by the
investors through Starwood, holders of certain classes of
mortgage certificates or those who participate in the rights
offering.

The management committee of NewCo that will be formed as of the
Plan effective date will be composed of six members, including
the chief executive officer of HVM LLC or a newly formed limited
liability company appointed as successor manager of HVM LLC.  The
four other committee members will be designated by Starwood while
the sixth member will be initially designated by the largest
holder of so-called "rollover equity" as of the Plan effective
date.

                  Claims Designation & Treatment

The Third Amended Plan retains the classification of 15 classes
of claims and interests as noted in the previously filed Plan
versions.

Class 4 is specifically designated as Mortgage Facility
Deficiency Claim/Mezzanine Facilities Claims.

The Disclosure Statement reflects that as to claims treatment:

(1) The holder of Class 2 Mortgage Facility Claim will receive
     a combination of cash, "new mortgage notes" and equity in
     NewCo, the value of which reflects the enterprise value of
     the Debtors' Chapter 11 estates.

     The Class 2 Claim Holder will receive:

     -- the New Mortgage Notes in the aggregate principal amount
        of $2,818,184,243 and NewCo Common Interests
        representing 38.11% of the issued and outstanding NewCo
        Common Interests; and

     -- 100% of the rights to be issued pursuant to a rights
        offering for 19.04% of the NewCo Common Interests.

(2) Holders of Class 5 General Unsecured Claims will receive
     their pro rata share of $500,000, if those claim holders
     vote to accept the Plan.

(3) Equity interests in the borrowers of the $4.1 billion
     mortgage loan and certain Debtors will be cancelled and
     reissued to NewCo and the balance of the Debtors will be
     liquidated and dissolved as of the Plan effective date.

(4) For the holders of Class B - H Mortgage Certificates who do
     not want to receive 50% of their distribution in the form
     of debt and 50% of their distribution in the form of
     Rollover Equity as proposed by the Plan, those holders may
     exercise the Class B - H Debt/Equity Election and elect to
     receive, for example, all of their distributions in the
     form of debt, all of their distributions in the form of
     Rollover Equity or some percentage distributions of debt or
     Rollover Equity different from 50/50.

     For the holders of Class B - H Mortgage Certificates who
     would prefer to receive cash in lieu of Rollover Equity
     under the Plan, the Plan also provides that the Investor
     may purchase on the Effective Date, Rollover Equity
     directly from the holders of those Class B - H Mortgage
     Certificates, at a 30% discount to the accreted amount
     thereof estimated as of June 30, 2010, in the aggregate
     amount of up to $255,400,000.

Under the Third Amended Plan, the projected recoveries of the
Claim Classes are also retained as noted in the previous versions
of the Plan except for Class 4 Mortgage Facility Deficiency
Claim/Mezzanine Facilities Claim and Class 5 General Unsecured
Claims.

Holders of Class 5 Claims expect an 83.3% recovery on their
claims if they chose to accept the Third Amended Plan.  The
Centerbridge Plan provided for an 89.3% recovery for Class 5
Claimholders if they accept that plan.

The estimated percentage recovery for Holders of Class 4 Claims
is conditioned on future capital events.  The terms of
distributions for Class 4 Claims will be governed by the "New
Money Equity Waterfall" and the "Rollover Equity Waterfall."   A
detailed explanation of such events is available for free at:

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

The Amended Plan also disclosed the monetary value of so-called
"sub-equity" that NewCo would distribute to certain holders of
mortgage certificates and mezzanine claims in a consensual or
non-consensual plan.

                      Amount of Equity          Amount of Equity
                       Distributions             Distributions
Sub-Equity            (Consensual Plan)    (Non-Consensual Plan)
----------           -----------------      --------------------
Sub-Equity Class 2        $100,000,000              $131,040,000
Sub-Equity Class 3        $214,000,000              $130,440,000
Sub-Equity Class 4        $200,000,000              $100,000,000
Sub-Equity Class 5        $100,000,000              $214,000,000
Sub-Equity Class 6        $300,000,000              $200,000,000
Sub-Equity Class 7        $400,000,000              $100,000,000
Sub-Equity Class 8        $400,000,000              $300,000,000
Sub-Equity Class 9        $400,000,000              $400,000,000
Sub-Equity Class 10       $400,000,000              $400,000,000
Sub-Equity Class 11       $400,000,000              $400,000,000
Sub-Equity Class 12       $400,000,000              $400,000,000
Sub-Equity Class 13       $200,000,000              $400,000,000
Sub-Equity Class 14       $200,000,000              $400,000,000
Sub-Equity Class 15       $195,455,540              $200,000,000
Sub-Equity Class 16       $200,000,000                         -
Sub-Equity Class 17       $195,455,540                         -

Full-text copies of the Third Amended Plan and the accompanying
Disclosure Statement are available for free at:

       http://bankrupt.com/misc/CSHI_DS3rdAmendedPlan.pdf
       http://bankrupt.com/misc/CSHI_3rdAmendedPlan.pdf

                       Liquidation Analysis

The Debtors prepared a liquidation analysis in relation to the
Third Amended Plan, a full-text copy of which is available for
free at http://bankrupt.com/misc/ESI_3rdAmPlanLiqAnalysis.pdf

The Debtors maintained that based on their liquidation analysis,
if their estates were liquidated pursuant to Chapter 7
proceedings, the value available to creditors would be reduced by
the costs of the liquidation.

                       Solicitation Schedule

ESA Properties LLC and its 73 affiliated debtors ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
the Disclosure Statement filed on March 24, 2010, describing the
Third Amended Joint Plan of Reorganization premised on the
proposal of a group of investors led by Starwood ESH LLC, as
contained "adequate information" under Section 1125 of the
Bankruptcy Code.

The Debtors seek the Court's authority to implement a process for
the solicitation of votes on their Third Amended Joint Chapter 11
Plan of Reorganization.

The Debtors also ask the Court to set:

(a) April 22, 2010, as the record date for purposes of
     determining which creditors and interest holders may vote
     on the Plan or otherwise receive a notice of non-voting
     status;

(b) June 1, 2010, as the deadline for creditors and interest
     holders entitled to vote to submit their ballots;

(c) June 17, 2010, as the hearing date to consider confirmation
     of the Plan; and

(d) June 7, 2010, as the deadline for filing objections or
     response to confirmation of the Plan.

                        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: Plan Exclusivity Extension Hearing on April 8
------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York scheduled a hearing to consider Extended Stay
Inc. and its units' request for a third extension of their
exclusive periods on April 8, 2010, at 10:00 a.m.

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

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

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

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

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

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

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

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

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

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

                        About Extended Stay

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

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

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


EXTENDED STAY: U.S. Bank Wants Time to Make Election on $4BB Claim
------------------------------------------------------------------
U.S. Bank National Association asks Bankruptcy Judge James Peck to
grant it additional time to make an election of its $4.1 billion
claim against Extended Stay Inc. and its units.

U.S. Bank is the successor trustee in trust for holders of
Wachovia Bank Commercial Mortgage Trust Commercial Mortgage Pass-
Through Certificates, Series 2007-ESH by and through the Special
Servicer and its counsel.

The $4.1 billion claim stems from a Mortgage Loan Agreement dated
June 2007 among certain of the Debtors with Wachovia Bank, N.A.,
Bear Stearns Commercial Mortgage, Inc., and Bank of America, N.A.
The Original Lenders extended senior secured financing to the
Debtors.  As of the Petition Date, the outstanding principal
amount claim against the Mortgage Debtor Borrowers was
approximately $4.1 billion.

The Mortgage Debt is secured by first priority mortgages on 666
properties and other collateral of the Debtors, including all
cash generated by the Debtors' hotel and business operations.
All of the cash generated from the "Mortgage Debt Collateral"
constitutes the cash collateral of the Successor Trustee and the
Debtors have no material unencumbered funds in which to operate
their businesses, Mitchell A. Seider, Esq., at Latham & Watkins
LLP, in New York -- Mitchell.Sieder@lw.com -- asserts.

The Original Mortgage Lenders subsequently sold and assigned
their interests in the Mortgage Debt to Wachovia Large Loan,
Inc., which, in turn, deposited the Mortgage Debt into a trust
created under a Trust and Servicing Agreement.  The Trust issued
commercial mortgage pass-through certificates and Wachovia
Capital Markets, LLC, Bear, Stearns & Co. Inc., Banc of America
Securities LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated were the initial purchasers of the Certificates.
Thereafter, various investors purchased the Certificates from the
Initial Purchasers.  The rights of the current Certificate
Holders with respect to the Trust are governed by the TSA.

By virtue of its $4.1 billion secured claim, U.S. Bank is by far
the single largest creditor of the Debtors.

The Debtors' Plan proposes to bifurcate U.S. Bank's Claim into a
secured Mortgage Facility Claim and an unsecured Mortgage
Facility Deficiency Claim pursuant to Section 506(a) of the
Bankruptcy Code.

U.S. Bank specifically seeks Judge Peck's permission to allow it
to make an election of its Secured Claim until at least 30 days
after the later to occur of:

  (i) the Court issuing an order approving the Disclosure
      Statement describing the Debtors' Chapter 11 Plan; or

(ii) the filing of plan modification that adversely changes,
      amends or alters the treatment of U.S. Bank's Claim.

U.S. Bank says it does not have sufficient information with
respect to the Debtors' Plan with which to decide whether to
elect to have its entire $4.1 billion claim treated as a secured
claim under the Plan.

The Court will hold a hearing on April 22, 2010, to consider
approval of U.S. Bank's request.  Deadline for filing objections
is April 16.

                        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).


FANNIE MAE: Releases February 2010 Monthly Summary
--------------------------------------------------
Fannie Mae has filed its February 2010 Monthly Summary.  The
monthly summary report contains information about Fannie Mae's
monthly and year-to-date activities for our gross mortgage
portfolio, mortgage-backed securities and other guarantees,
interest rate risk measures, and serious delinquency rates.

Fannie Mae said its Book of Business grew at a compound annualized
rate of 1.0 percent in February.  Its Gross Mortgage Portfolio
declined at a compound annualized rate of 14.2% in February.  The
The Conventional Single-Family Serious Delinquency Rate rose 14
basis points in January to 5.52%; the Multifamily Serious
Delinquency Rate rose 6 basis points to 0.69% in January.  The
Effective Duration Gap on Fannie Mae's portfolio averaged zero
months in February.

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

                        About Fannie Mae

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

                        Conservatorship

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


FERRELLGAS PARTNERS: Commences Cash Tender Offer for 2012 Notes
---------------------------------------------------------------
Ferrellgas Partners, L.P., commenced a cash tender offer to
purchase any and all of the outstanding 8.75% Senior Notes due
2012 issued by the Company and Ferrellgas Partners Finance Corp.,
of which $268 million in aggregate principal amount was
outstanding as of March 30, 2010.  The tender offer is made
pursuant to an Offer to Purchase, which sets forth a more
comprehensive description of the terms of the tender offer.

The tender offer is scheduled to expire at 11:59 p.m., New York
City time, on April 26, 2010, unless extended or earlier
terminated.  Holders of Notes must validly tender and not validly
withdraw their Notes at or prior to the early tender date, which
is 5:00 p.m., New York City time, on April 12, 2010, unless
extended or earlier terminated, to receive the total
consideration, which includes an early tender payment of $30.00
per $1,000 principal amount of Notes.  Holders who validly tender
their Notes after the early tender date and at or prior to the
expiration date will receive the tender offer consideration, which
is the total consideration minus the early tender payment.

The total consideration payable per $1,000 principal amount of
Notes validly tendered and not validly withdrawn at or prior to
the early tender date and accepted for payment pursuant to the
tender offer will be $1,014.58, which includes the early tender
payment of $30.00 per $1,000 principal amount of Notes.  The
tender offer consideration payable per $1,000 principal amount of
Notes validly tendered after the early tender date, but at or
prior to the expiration date, and accepted for payment pursuant to
the tender offer will be $984.58.

In addition to the total consideration or the tender offer
consideration, as applicable, holders of Notes tendered and
accepted for payment will receive accrued and unpaid interest on
the Notes from the last interest payment date for the Notes to,
but not including, the applicable payment date for the tender
offer.

Except as set forth in the Offer to Purchase or as required by
applicable law, Notes tendered may be withdrawn at any time at or
prior to the withdrawal date, which is 5:00 p.m., New York City
time, on April 12, 2010, by following the procedures described in
the Offer to Purchase.  Notes tendered at or prior to the
withdrawal date that are not validly withdrawn at or prior to the
withdrawal date may not be withdrawn thereafter.  Tenders of Notes
after the withdrawal date may not be withdrawn.

The company currently expects to have an initial acceptance date
and initial purchase date for Notes tendered at or prior to the
early tender date promptly after the early tender date and
satisfaction of the Financing Condition, followed by a final
acceptance date and final purchase promptly following the
expiration of the tender offer for Notes tendered after the early
tender.  The Company reserves the right to extend or forego the
initial acceptance date and initial purchase date, as a result of
which the initial acceptance date and initial purchase date may
occur as late as the final acceptance date and final purchase
date.

The tender offer is conditioned on the satisfaction of certain
conditions, including but not limited to the closing of the
Company's previously announced offering of senior notes due 2020.
The Company expects to fund the purchase of the Notes with the net
proceeds of such offering of senior notes due 2020.  If the
Financing Condition or any other condition in the Offer to
Purchase is not satisfied, the Company is not obligated to accept
for purchase, or to pay for, Notes tendered in the tender offer
and, subject to applicable law, may terminate, extend or amend the
tender offer and may postpone the acceptance for purchase of, and
payment for, Notes so tendered.

The Company has retained Wells Fargo Securities and J.P. Morgan to
serve as joint dealer managers for the tender offer and have
retained D.F. King & Co., Inc., to serve as the depositary and
information agent for the tender offer.

                  About Ferrellgas Partners

Ferrellgas Partners, LP, is a publicly traded master limited
partnership based in Overland Park, KS.  The partnership is the
second largest retail marketer of propane in the United States and
services approximately one million propane customers from
locations in all 50 states and Puerto Rico.  Through its Blue
Rhino brand, it is the largest retail distributor of propane
cylinders for grills.

                         *     *     *

Moody's Investors Service changed the rating outlook for
Ferrellgas Partners, LP, to stable from negative.  Moody's also
assigned a Ba3 rating to Ferrellgas, LP's proposed offering of
$250 million senior notes and affirmed the Ba3 ratings on OLP's
existing senior unsecured debt.  Ferrellgas' Ba3 Corporate Family
Rating and B2 rating on the partnership's notes were also
affirmed.


F&F FOODS: Gordon Brothers Group Funds Successful Turnaround
------------------------------------------------------------
Gordon Brothers Group disclosed the sale of its senior secured
debt in F&F Foods, Inc., a leading manufacturer of branded and
private-label cough drops, mints and candies marketed under the
Smith Brothers (R), Daily C(R), Sen-Sen(R) and Foxes(R) brands.

After funding a successful turnaround that saved hundreds of jobs
in the Chicago area, Gordon Brothers has sold its senior debt
position to Universal Holdings, an affiliate of GemCap, who
subsequently purchased the assets of F&F from the Assignee
(Development Specialists, Inc.) and placed them into Universal
Holdings (a newly capitalized operating company) doing business as
F&F Foods.

"Gordon Brothers has built its reputation on finding hidden value
in companies undergoing change.  We first recognized the
underlying enterprise value in F&F Foods in January 2009, and
ultimately acquired the company's senior debt in a private
transaction in March 2009," stated Robert M. Himmel, Co-President,
Commercial & Industrial Division at Gordon Brothers Group.  "The
company had excellent product awareness, a strong market position
and a dynamic pipeline of active purchase orders. We recognized
however that it lacked the capital base and credit availability
with its existing lenders to manufacture product, continue
operations and fulfill orders."

On March 18, 2009, Gordon Brothers Group acquired the debt of
Chicago-based F&F Foods and, in conjunction with the shareholders
in F&F, immediately placed the privately held company into an
Assignment for the Benefit of Creditors, an insolvency proceeding
that operates under state law.

"Placing F&F Foods into an Assignment was a strategic move that
was of great benefit to the company," points out John C. Wheeler
of Development Specialists Inc., the Chicago-based firm selected
by Gordon Brothers Group and the Shareholders in the company to
serve as the Assignee to F&F Foods.  "The assignment process
allowed for operational and financial decisions to be made that
moved the company from a loss to an operating profit in less than
a year.  As a result, several hundred jobs in the Chicago area
were directly or indirectly preserved and an operational
turnaround was successfully completed."

To fuel the turnaround process, Gordon Brothers Group provided
ample capital to fund regular operations while closely monitoring
all major financial decisions and expenditures on a weekly basis.
Furthermore, Gordon Brothers Group provided the additional capital
necessary to support the company's turnaround.  This included a
capital investment in new equipment that led to The Hershey
Company awarding F&F Foods a multi-million dollar annual packaging
contract for its Jolly Rancher Sticks product line.

In September 2009, Development Specialists, Inc. began to actively
market and identify potential acquirers of the F&F assets who were
interested in purchasing and operating a newly capitalized F&F
Foods.  The process attracted considerable attention including
that of GemCap, a Santa Monica-based asset based lender that
focuses on the finance of middle market companies.

"We were impressed with how Gordon Brothers Group effected such a
rapid turnaround by carefully managing the financing of the
business while in Assignment," said David Ellis, Co-President of
GemCap.  "This is an ideal time for GemCap to take over the
funding and ownership of F&F and continue growing the company."
As part of its acquisition, GemCap has injected significant new
equity into the business to fund continued long-term growth.

The acquisition by Universal Holdings (a GemCap Affiliate) closed
on February 26, 2010.

                       About Gordon Brothers

Founded in 1903, Gordon Brothers Group --
http://www.gordonbrothers.com--  is a global advisory,
restructuring and investment firm specializing in the retail,
consumer products, industrial, and real estate sectors.  Gordon
Brothers Group maximizes value for both healthy and distressed
companies by purchasing or selling all categories of assets,
appraising assets, providing debt financing, making private equity
investments, and operating businesses for extended periods.
Gordon Brothers Group conducts over $50 billion worth of
transactions and appraisals annually.


FLYING J: Federal Trade to Approve Merger with Pilot Travel
-----------------------------------------------------------
Ed Marcum at Knoxvillebiz.com reports that the merger between
Pilot Travel Centers and Flying J Inc. is awaiting approval from
the Federal Trade Commission.  According to the report, the merger
hinged largely on Flying J successfully emerging from Chapter 11
bankruptcy protection, which in turn hinged on the U.S. Bankruptcy
Court approving a pre-merger agreement in which Pilot Travel
Centers would extend $100 million in financing to Flying J to help
it meet its obligations.

                          About Flying J

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

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

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

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


FORD MOTOR: Plans Hybrid Lincoln to Bolster Last Luxury Line
------------------------------------------------------------
Ford Motor Co. plans to expand the Lincoln luxury line by adding a
hybrid model based on its topselling Fusion sedan, Bloomberg News
reported, citing two people familiar with the matter.

The hybrid Lincoln MKZ will be unveiled today the New York auto
show, said the people, according to Bloomberg.  Ford's vision for
Lincoln reflects Chief Executive Officer Alan Mulally's decision
to focus on the namesake brand and go without a global luxury
marque after agreeing to sell Volvo Cars to Zhejiang Geely Holding
Co. this week.  The Swedish unit was the last of four such
overseas brands unloaded since 2007.

                         About Ford Motor

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

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

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

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.


GLOBAL CROSSING: S&P Raises Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised all its ratings
on Bermuda-based global communications solutions provider Global
Crossing Ltd., including the corporate credit rating to 'B' from
'B-'.  The outlook is stable.

"The upgrade is due to the company achieving modest net free cash
flow in 2009, a year ahead of S&P's expectations," said Standard &
Poor's credit analyst Naveen Sarma, "and its generally good
performance in light of the global economic slowdown."


GREEKTOWN HOLDINGS: Gets OK for WG-Michigan as Gaming Consultant
----------------------------------------------------------------
Greektown Holdings Inc. and its units obtained from the Bankruptcy
Court permission to hire WG-Michigan LLC as their gaming
consultant upon the occurrence of the Effective Date of the
confirmed Noteholders' Chapter 11 Plan for Greektown Casino, which
is anticipated to occur on or before June 30, 2010.

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, notes that the Debtors previously engaged Isle
of Capri Michigan LLC to provide temporary consulting services
after the expiration of the Debtors' engagement of The Fine Point
Group on December 31, 2009.  The Debtors, however, withdrew the
Isle of Capri application after certain parties filed objections
to it.

After discussions with the Noteholder Plan Proponents, the
Debtors decided to engage WG-Michigan, a wholly owned subsidiary
of Warner Gaming, according to Mr. Weiner.  The Debtors aver that
WG-Michigan has experience operating land-based and tribal
casinos as well as navigating gaming requirements in five
jurisdictions.

As part of its engagement, WG-Michigan will provide a
comprehensive review of the Debtors' operations, marketing,
proposed capital projects, and obtain patron feedback.

Mr. Weiner asserts that the services WG-Michigan will provide the
Debtors are necessary to enable the Debtors to maximize the value
of their estates.  He assures the Court that WG-Michigan's
services will not duplicate the services that other professionals
provide to the Debtors in the Chapter 11 cases.

The Debtors or WG-Michigan may terminate the Consulting Agreement
with or without cause on 10 days' notice to the other party.  In
any event, the Consulting Agreement will terminate on the earlier
of (i) a sale of substantially all of the Debtors' assets,
(ii) the effective date of the Noteholders Plan, or (iii)
September 1, 2010.

The Debtors will pay WG-Michigan a fixed fee amounting to
$200,000 per calendar month for the duration of the engagement
for the firm's services.  The Fixed Fee will be paid monthly in
advance; provided, however, that it will be pro-rated for any
partial months.

In addition, the Debtors will reimburse WG-Michigan for
reasonable and necessary third party expenses incurred in
connection with the firm's services.

Should the Debtors terminate the Consulting Agreement for any
reason other than WG-Michigan's material breach of the Agreement,
the Debtors will pay:

  -- any earned but unpaid fees;

  -- reimbursable expenses incurred prior to the date of the
     termination; and

  -- an amount equal to the fees that would have been payable to
     WG-Michigan for the lesser of (i) the termination date
     through September 1, 2010, and (b) three months if the
     termination date is prior to the six month anniversary of
     the Consulting Agreement's effective date.

Salvatore Semola, the president of WG-Michigan, assures that
Court that to the best of his knowledge and information, his Firm
(i) does not have any connection with the Debtors, their
affiliates, the Bankruptcy Court, the United States Trustee, or
the Debtors' attorneys; and (b) does not represent or hold any
interest adverse to the Debtors or to their estates.

                     About Greektown Casino

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

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

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

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


GREEKTOWN HOLDINGS: Conway Mackenzie Bills $647,700 for Dec.-March
------------------------------------------------------------------
Professionals retained in connection with the Debtors' bankruptcy
cases filed applications for payment of fees and reimbursement of
expenses for the period from December 2009 to February 2010:

Professional        Applicable Period         Fees     Expenses
------------        -----------------       --------   --------
Conway Mackenzie,   12/01 to 02/28/10       $647,728   $658,809
Inc.

Ernst & Young LLP   12/01 to 02/28/10        484,282      1,612

Honigman Miller     12/01 to 02/28/10        362,292      9,261
Schwartz and Cohn
LLP

XRoads Solutions    12/01 to 02/28/10        342,552      4,954
Group LLC

Schafer and Weiner  12/01 to 02/28/10        336,201     86,191
PLLC

Charles S. Edelman  12/01 to 01/31/10        300,000      2,837
LLC

Moelis & Company    12/01 to 02/28/10        254,451     43,760
LLC

Clark Hill PLC      12/01 to 02/28/10        165,475      4,808

Jackier Gould PC    12/01 to 02/28/10         65,889      3,145

                     About Greektown Casino

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

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

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

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


GREEKTOWN HOLDINGS: Casino's February Revenues Total $29.8MM
------------------------------------------------------------
The Michigan Gaming Control Board stated in its Web site that
Greektown Casino's aggregated revenues for February 2010 is
$29,809,377.  Of this revenue, Greektown Casino's state wagering
tax is $3,606,934.

In January 2010, Greektown's aggregate revenue was $28,023,801,
while its state wagering tax was $3,390,880.

The Gaming Board also released the February 2010 revenues of two
other Detroit casinos, MGM Grand Detroit and MotorCity Casino.
The Board notes that MGM Grand Detroit earned $48,622,651 and
MotorCity Casino had $36,511,115 in revenues.

In January 2010, MGM Grand earned $47,468,319 while MotorCity
earned $35,923,997.

                     About Greektown Casino

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

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

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

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


GRUB & ELLIS: Apartment REIT Acquires Bella Ruscello
----------------------------------------------------
Grubb & Ellis Apartment REIT, Inc., disclosed the acquisition of
Bella Ruscello Luxury Apartment Homes, a 216-unit multifamily
community in the Dallas suburb of Duncanville.  The acquisition
closed on March 24, 2010.

Located at 250 E. Highway 67, Bella Ruscello Luxury Apartment
Homes was built in 2007 on approximately 10.6 acres.  The gated
community offers one- and two-bedroom apartments as well as a
community clubhouse featuring a media room, business center and a
well-equipped gym.  The property offers four floor plans ranging
in size from 655 square feet to 1,074 square feet, all of which
include nine foot ceilings, detached garages, track lighting,
full-size washer/dryer connections, ceiling fans and other
amenities.  The community includes a resort-style swimming pool,
running and bike trail, landscaped grounds, direct access to a
five-acre "water view" park, as well as wooded, creek and pool
views.  Residents enjoy easy access to Highway 67, Interstates 20
and 35, and nearby shopping and dining options.

"Bella Ruscello Luxury Apartment Homes is a well-occupied and
well-equipped luxury apartment community that adds immediate value
to Grubb & Ellis Apartment REIT," said Stanley J. Olander Jr.,
chairman and chief executive officer.  "Bella Ruscello is concrete
evidence of the favorable acquisition environment we currently
enjoy; this exceptional property was acquired at a significant
discount compared to what it likely would have traded for just a
couple of years ago."

Bella Ruscello is currently 97 percent occupied.  The property was
acquired from Duncanville Villages Multifamily, Ltd., an
unaffiliated third party.  Grubb & Ellis Apartment REIT financed
the acquisition with cash proceeds received through its follow-on
public offering and financing provided by Fannie Mae, arranged by
Berkadia Commercial Mortgage.

                    About Grubb & Ellis Company

Named to The Global Outsourcing 100(TM) in 2009 by the
International Association of Outsourcing Professionals(TM), Santa
Ana, California-based Grubb & Ellis Company (NYSE: GBE) --
http://www.grubb-ellis.com/-- claims to be one of the largest and
most respected commercial real estate services and investment
companies in the world.  Its 6,000 professionals in more than 130
company-owned and affiliate offices draw from a unique platform of
real estate services, practice groups and investment products to
deliver comprehensive, integrated solutions to real estate owners,
tenants and investors.

Grubb & Ellis Company reported an upside-down balance sheet at
September 30, 2009.  The Company had total assets of $342,178,000
against total liabilities of $357,948,000 at September 30.  The
Company said stockholders' deficit attributable to Grubb & Ellis
was $16,410,000; non-controlling interests were $640,000; and
total deficit was $15,770,000 at September 30.

As reported by the Troubled Company Reporter, Grubb & Ellis on
October 1, 2009, obtained an amendment to its senior secured
revolving credit facility which, among other things, modifies and
provides the Company an extension from September 30, 2009, to
November 30, 2009, to (i) effect its recapitalization plan and in
connection therewith to effect a prepayment of at least 72% of the
Revolving Credit A Advances, and (ii) sell four commercial
properties, including the two real estate assets that the Company
had previously acquired on behalf of Grubb & Ellis Realty
Advisors, Inc.


HARRISBURG, PENNSYLVANIA: To Miss April 1 Loan Payment
------------------------------------------------------
Dunstan McNichol at Bloomberg News reports that Michael Casey,
interim business manager of Harrisburg, Pennsylvania, said that
the city will miss an April 1 loan payment to Covanta Holding
Corp., said Michael Casey.

"We have the cash, but we do not plan to pay them on the first of
April," Mr. Casey said in a phone interview with Bloomberg.  "They
are working with us on a forbearance program for the rest of the
year," meaning a plan to give the city some leeway on debt
payments, he said.

According to Bloomberg, Mr. Casey said the city is talking with
the authority, Dauphin County, a guarantor of some of the bonds,
and Hamilton, Bermuda-based Assured Guaranty Municipal Corp.,
their insurer, on a plan to restructure the debt while the city
draws up a recovery strategy.

Bloomberg relates that Harrisburg faces $68 million in debt
service payments this year connected to a trash-to-energy
incinerator that Covanta operates.  The payments on the
$282 million in incinerator debt are about four times what the
city of about 47,000 raises through property taxes, according to
its budget.

Harrisburg is scheduled to pay Covanta $637,500 April 1.  The
payment is the fifth installment on a $20.7 million Covanta
advance the city guaranteed in 2008 on behalf of the incinerator's
manager, the Harrisburg Authority.

On February 11, Moody's Investors Service downgraded the city's
general obligation bond rating three levels from Ba2 to B2.  The
downgrade, according to Moody's, reflects Harrisburg's weak plan
to address the significant guaranteed debt service obligations
that may result in the city's non-payment on its guarantee of the
bonds.  Moody's said the rating also incorporates the city's
highly leveraged and stagnant tax base with a notable tax-exempt
component, low income and wealth levels, high poverty, and above-
average unemployment.

                       About Harrisburg, Pa.

Harrisburg is the capital of the Commonwealth of Pennsylvania.
Harrisburg, as of the 2000 census, had a population of 48,950,
making it the ninth largest city in Pennsylvania.

Dow Jones says Harrisburg has $600 million in total debts.  In
2009, according to Dow Jones, Harrisburg skipped some bond
payments, leaving Dauphin County to make good on the debt by
drawing down reserves.


HAWAIIAN TELCOM: Selects uReach for Messaging Solutions
-------------------------------------------------------
uReach Technologies announced that Hawaiian Telcom has deployed
uReach's Converged Services Framework (CSF) to deliver a wide
range of multimedia messaging applications to its subscribers
statewide.

"At Hawaiian Telcom we strive to reward our existing customers and
further grow our business by offering the best services in the
marketplace," said Craig Inouye, Senior Vice President - Sales for
Hawaiian Telcom.  "We're delighted to be able to work with uReach
to deploy advanced voice and unified messaging solutions that our
customers will benefit from every day."

The Converged Services Framework (CSF) that Hawaiian Telcom
deployed this week provides value-added services such as mobile
media, virtual receptionist and talking email for consumer and
small business subscribers.  Hawaiian Telcom is deploying the
uReach's CSF in the core of its VoIP architecture, and is
leveraging CSF's ability to aid in network transitions by
emulating existing services while operating in next-gen networks.

"We're delighted to be selected by Hawaiian Telcom to deliver
these exciting new services, while also enabling the operational
savings of an all-IP messaging solution," said Mary Valentino,
Senior Vice President of Global Sales at uReach Technologies.

                         About uReach

uReach Technologies, Inc. -- www.uReachTech.com -- is the leading
provider of lifestyle messaging solutions for carriers such as
Verizon Wireless, Bell Canada, and Integra Telecom.  The uReach
Converged Services Framework (CSF) offers a standards-based and
IMS- compliant approach for uniformly deploying value-added voice
and data services across wireless, wireline and IP properties
quickly, economically and in-scale.  Running exclusively on open
systems, uReach's mobile media and web, visual voicemail, unified
messaging and one-number solutions are currently improving the way
millions of consumer and small business subscribers around the
world communicate every day. uReach is a privately-held company
headquartered in Holmdel, NJ.

                   About Hawaiian Telcom

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

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

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

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

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


HOFFMASTER GROUP: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Hoffmaster Group Inc.  The outlook is
stable.

Based on preliminary terms and conditions, S&P assigned a 'B+'
issue-level rating (one notch higher than the corporate credit
rating) and a '2' recovery rating to Hoffmaster's proposed
$30 million revolving credit facility and $160 million first-lien
term loan.  This indicates S&P's expectation for substantial (70%-
90%) recovery in the event of a payment default.

S&P also assigned a 'CCC+' issue-level rating (two notches lower
than the corporate credit rating) and a '6' recovery rating to the
proposed $90 million second-lien term loan.  This indicates S&P's
expectation for negligible (0%-10%) recovery in the event of a
payment default.

"The ratings on Hoffmaster reflect a weak business profile that
incorporates its position as a niche player in disposable
tableware products, with limited product and geographic diversity,
moderate customer concentration, and a limited operating track
record," said Standard & Poor's credit analyst Henry Fukuchi.  "In
addition, S&P view the financial risk profile as highly leveraged
and future decisions regarding financial policy are likely to
support substantial reliance on debt leverage, particularly in
light of the proposed dividend recapitalization."

Hoffmaster will fund its proposed recapitalization with a
$160 million first-lien term loan due April 2016, a $90 million
second-lien term loan due April 2017, and approximately
$32 million in cash.  Total proceeds of approximately $282 million
will be used to distribute $88 million to the equity owners,
Kohlberg & Co., other co-investors, and management, refinance
$181 million of existing debt, and the remaining to pay fees and
expenses.  The company will also enter into a $30 million
revolving credit facility, which is expected to be unfunded at
close.

Incremental debt of approximately $70 million, pro forma for the
transaction, will result in a highly leveraged financial profile
with total adjusted debt to EBITDA of approximately 5x and a ratio
of funds from operations (FFO) to total adjusted debt in the low
to mid-teens percentage area.


INNOPHOS HOLDINGS: Moody's Gives Pos. Outlook; Keeps 'Ba3' Rating
-----------------------------------------------------------------
Moody's Investors Service changed the outlook on Innophos
Holdings, Inc.'s ratings to positive from stable reflecting
reduced uncertainty over volume trends, strong credit metrics, and
expectations for continued robust performance.  Moody's also
affirmed Innophos' Ba3 Corporate Family Rating and SGL-1
Speculative Grade Liquidity rating.

The positive outlook reflects Innophos' relatively robust
financial performance (despite significant macroeconomic headwinds
in 2009 and the loss of a major customer of its Mexican
operations), low leverage for its rating category, credit metrics
supportive of a higher rating, positive resolution of arbitration
with its primary phosphate rock supplier to its Mexican subsidiary
and Moody's expectation that sales volumes will continue to
recover.  Innophos' CFR could be upgraded by a notch if the
company is able to maintain its profit margins, sales volumes for
its Mexican operations improve, credit metrics remain supportive
of a higher rating and it is able to maintain a secure and
economical supply of phosphate rock.  Any adverse developments
related to the Mexican tax claims liabilities not already covered
by the Rhodia indemnification or environmental obligations at its
Geismar plant or a change in financial philosophy could limit an
upgrade in the rating.

Moody's will also continue to monitor the company's use of its
liquidity and capital structure choices after the redemption of
the $56 million of remaining outstanding senior unsecured notes in
April 2010.  However, the ratings could come under negative
pressure if volumes and pricing trends reverse dramatically
causing sustainable decline in margins, the company were unable to
continue to generate operating cash flow, liquidity declined
significantly, credit metrics deteriorated such that they were not
supportive of the current rating, if unexpected negative
developments occur in the Mexican tax claims issue or if the
company was not successful in maintaining an economical and secure
supply of phosphate rock for its Mexican operations.

Innophos' Ba3 CFR reflects its relatively low debt level, strong
credit metrics, high and stable EBITDA margins and strong cash
flow for its rating category.  The company continues to benefit
from demand in many of its key markets, which are not highly
cyclical (e.g., food & beverage, consumer products, etc.), and the
continuing ability to pass through raw material cost increases;
and thereby has been successful in generating healthy cash flow
from operations despite the global economic downturn.  However,
the rating also reflects its modest size (revenue base is less
than $750 million), narrow business profile, and potential for a
period of depressed volume due to the economic slowdown in North
America.  The rating also incorporates a low likelihood of Mexican
tax liabilities.

The short term liquidity rating of SGL-1 reflects Moody's
expectation that Innophos will have strong liquidity over the next
12 months, supported by its cash balances ($132.5 million as of
December 31, 2009), positive free cash flow, access to its undrawn
$65 million ABL revolving credit facility and good flexibility
under its financial covenants.  Innophos recently announced that
it intends to redeem for cash all $56 million of the outstanding 9
1/2% senior unsecured notes at par on April 15, 2010.  The company
had $41.9 million (as of December 31, 2009) of availability above
the minimum availability requirement in non-default conditions of
$6.5 million under its $65 million revolving credit facility.  The
company has historically generated positive free cash flow that
benefited from low capital expenditures compared to its
depreciation and moderate use of cash for working capital
requirements (the majority of the company's businesses are not
seasonal).

Moody's last rating action for Innophos was on December 10, 2009,
when Moody's upgraded Innophos' Speculative Grade Liquidity rating
to SGL-1 from SGL-2, and affirmed its Ba3 CFR.

Innophos Holdings, Inc., a publicly traded company, is the parent
company of Innophos Investments Holdings, Inc., which owns 100% of
Innophos, Inc.  Innophos, Inc. is the largest North American
manufacturer of specialty phosphate salts, acids and related
products serving a diverse range of customers across multiple
applications, geographies and channels.  Headquartered in
Cranbury, New Jersey, the company has manufacturing operations in
the US, Canada and Mexico.  Its revenues for 2009 were
$667 million.


INNOVATIVE TECHNOLOGY: Sec. 341(a) Meeting Scheduled for April 28
-----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Innovative Technology Business Park, LLC's Chapter 11 case on
April 28, 2010, at 1:30 p.m.  The meeting will be held at Robert
T. Matsui United States Courthouse, 501 I Street, Room 7-500, 7th
Floor, Sacramento, CA 95814.

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.

Salida, California-based Innovative Technology Business Park, LLC,
filed for Chapter 11 bankruptcy protection on March 22, 2010
(Bankr. E.D. Calif. Case No. 10-91022).  David C. Johnston, Esq.,
who has an office in Modesto, California, assists the Company in
its restructuring effort.  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


INT'L LEASE FINANCE: Sells $750 Million in 2015 and 2017 Bonds
--------------------------------------------------------------
International Lease Finance Corporation has priced, and entered
into an agreement to issue and sell, subject to certain
conditions, an additional $250 million aggregate principal amount
of 8.625% Senior Notes due 2015 and an additional $500 million
aggregate principal amount of 8.750% Senior Notes due 2017 in a
private placement pursuant to Rule 144A and Regulation S under the
Securities Act of 1933, as amended.  ILFC expects to close the
offering on April 6, 2010, subject to the satisfaction of
customary market and other closing conditions.

ILFC initially said it intends to offer, subject to market and
other conditions, $250 million of additional 8.625% Senior Notes
due September 2015 and $250 million of additional 8.750% Senior
Notes due March 2017.

The Notes will be unsecured and will not be guaranteed by ILFC's
parent, American International Group, any of ILFC's subsidiaries
or any third party.

The 2015 Notes will have the same terms except issue date and
purchase price and be treated as the same series as the $1 billion
aggregate principal amount of 8.625% Senior Notes due September
2015 issued by ILFC on March 22, 2010.  The 2017 Notes will have
the same terms except issue date and purchase price and be treated
as the same series as the $1 billion aggregate principal amount of
8.750% Senior Notes due March 2017 issued by ILFC on March 22,
2010.

The 2015 Notes will pay interest, semi-annually, on each March 15
and September 15 at a rate of 8.625% per year and will mature on
September 15, 2015.  The 2017 Notes will pay interest, semi-
annually, on each March 15 and September 15 at a rate of 8.750%
per year and will mature on March 15, 2017.  The Notes will accrue
interest from March 22, 2010, the issue date of the previous
notes.

The 2015 Notes will be issued by ILFC at the initial price of
101.000% of the principal amount plus accrued interest from March
22, 2010 and the 2017 Notes will be issued by ILFC at the initial
price of 100.750% of the principal amount plus accrued interest
from March 22, 2010.  The aggregate net proceeds from the sale of
the Notes, after deducting discounts, will be approximately $745
million, and will be used by ILFC for general corporate purposes,
including the repayment of existing indebtedness.

According to The Wall Street Journal, the latest sale will bring
ILFC's total debt raise so far this year to about $4 billion.
ILFC, the Journal notes, had previously been frozen out of the
credit markets since AIG nearly collapsed in the fall of 2008.
The Journal says the new money will help debt-laden ILFC pay off a
chunk of its financial obligations that come due this year, and
will help it become less dependent on AIG.  The Journal, however,
says ILFC still has some ways to go to resolving its liquidity and
funding challenges, and has to raise more new debt and sell off
some of its aircraft assets.

                            About ILFC

International Lease Finance Corporation is the international
market leader in the leasing and remarketing of advanced
technology commercial jet aircraft to airlines around the world.
ILFC owns a portfolio consisting of more than 1,000 jet aircraft.

                           *     *     *

ILFC carries Fitch's 'BB' Issuer Default Rating.  ILFC holds S&P's
(BBB-/Watch Neg/--) Corp. credit rating.  It holds 'B1' corporate
family and senior unsecured ratings at Moody's.

                             About AIG

Based in New York, American International Group, Inc., is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional, and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer.  In
addition, AIG companies provide life insurance and retirement
services around the world.  AIG common stock is listed on the New
York Stock Exchange, as well as the stock exchanges in Ireland and
Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  On
September 16, 2008, the Federal Reserve Bank created an
$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG.  The credit facility was eventually
increased to as much as $182.5 billion.

AIG has sold a number of its subsidiaries and other assets to pay
down loans received from the U.S. government, and continues to
seek buyers of its assets.


INT'L LEASE FINANCE: Plueger to Join Another Ex-CEO's Firm
----------------------------------------------------------
People familiar with the matter told The Wall Street Journal that
John Plueger, the acting CEO of International Lease Finance Corp.
who left less than two months after assuming the post, has decided
to join Air Lease LLC, a start-up firm formed by ILFC's previous
chief and co-founder Steven Udvar-Hazy.

As reported by the Troubled Company Reporter on March 29, 2010,
American International Group, Inc., and ILFC said Friday that Mr.
Plueger will retire, effective immediately.  Mr. Plueger assumed
the CEO position on February 5, when then-ILFC director and CEO
Udvar-Hazy announced his retirement.  Mr. Plueger, 55, had spent
23 years at ILFC.

A person familiar with the matter informed the Journal that Mr.
Plueger told ILFC associates on Monday "he was going with Hazy."
Mr. Plueger couldn't be reached for comment, the Journal says.
ILFC is currently looking for a permanent CEO and is likely to
consider candidates from smaller aircraft-leasing firms.

According to the Journal, Standard & Poor's said Mr. Plueger's
departure was a "setback for ILFC" but noted the firm "still has a
capable management team."  The Journal says S&P added that Mr.
Udvar-Hazy's new aircraft leasing company may also attract "other
ILFC executives who prefer to work for an independent company."

                            About ILFC

International Lease Finance Corporation is the international
market leader in the leasing and remarketing of advanced
technology commercial jet aircraft to airlines around the world.
ILFC owns a portfolio consisting of more than 1,000 jet aircraft.

                           *     *     *

ILFC carries Fitch's 'BB' Issuer Default Rating.  ILFC holds S&P's
(BBB-/Watch Neg/--) Corp. credit rating.  It holds 'B1' corporate
family and senior unsecured ratings at Moody's.

                             About AIG

Based in New York, American International Group, Inc., is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional, and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer.  In
addition, AIG companies provide life insurance and retirement
services around the world.  AIG common stock is listed on the New
York Stock Exchange, as well as the stock exchanges in Ireland and
Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  On
September 16, 2008, the Federal Reserve Bank created an
$85 billion credit facility to enable AIG to meet increased
collateral obligations consequent to the ratings downgrade, in
exchange for the issuance of a stock warrant to the Fed for 79.9%
of the equity of AIG.  The credit facility was eventually
increased to as much as $182.5 billion.

AIG has sold a number of its subsidiaries and other assets to pay
down loans received from the U.S. government, and continues to
seek buyers of its assets.


JHCI ACQUISITION: S&P Affirms 'B-' Long-Term Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on Des
Moines, Iowa-based JHCI Acquisition Inc., including the 'B-' long-
term corporate credit rating.  At the same time, S&P revised the
outlook on JHCI to stable from negative.  The outlook revision
reflects improving trends in the third-party logistics and
transportation industries as well as JHCI's stabilizing liquidity
position.

The ratings on JHCI reflect its high debt leverage, competitive
end markets, and the potential for future debt-financed
acquisitions.  The stable intermediate-term industry outlook and
benefits accruing from the company's nationwide presence, as well
as its diverse service offerings, partially offset these risks.
JHCI offers various third-party logistics services, including
warehousing (accounting for a majority of revenues), freight
management, packaging and manufacturing, transportation and
brokerage, and staffing.

S&P expects demand for domestic third-party logistics to remain
fairly healthy over the near to intermediate term, given good
industry fundamentals.  "S&P could lower the ratings if cash and
bank line availability fall below $25 million or if liquidity
becomes constrained," said Standard & Poor's credit analyst Anita
Ogbara.  "Alternatively, S&P could raise the ratings on the
company if earnings improvement bolsters liquidity and JHCI
consistently maintains total debt to EBITDA below 6x," she
continued.


LANCASTER REDEVELOPMENT: S&P Downgrades Tax Bond Rating to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
Lancaster Redevelopment Agency, California's tax allocation bonds,
issued for the central business district project area, to 'BB'
from 'BB+'.  The outlook is stable.

"S&P base the downgrade on its view of a large 9.6% drop in total
assessed valuation for the project area in fiscal 2010 and the
continued lack of debt service coverage by pledged revenue due
primarily to senior pass-through payments to underlying taxing
agencies," said Standard & Poor's credit analyst Sussan Corson.

The rating also reflects S&P's view of a concentrated tax base,
with the 10 leading taxpayers comprising 32% of incremental
assessed valuation within the eight leading taxpayers.

A first lien on incremental property taxes derived from the CBD
project area, net of housing set-asides (except for those used to
cover a small portion of housing-related debt service) and pass-
through payments under agreements with Antelope Water District and
Los Angeles County on behalf of a consolidated fire protection
district, secures the bonds.

The 440-acre CBD, which is in Lancaster's historical business
center, is primarily made up of commercial property and is the
focus of the city's civic center and cultural development efforts.

The stable outlook reflects S&P's expectation that the agency will
continue to make necessary transfers from other project areas to
cover annual debt service on the bonds despite a lack of debt
service coverage by pledged revenues generated within the project
area.  Should the agency's ongoing purchase of property and
further economic weakness cause the AV to decline further, the
rating could be pressured.


LAUREATE EDUCATION: S&P Gives Stable Outlook; Keeps 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Baltimore-based Laureate Education Inc. to stable from negative.
At the same time, S&P affirmed its existing ratings on Laureate,
including the 'B' corporate credit rating.  The outlook revision
reflects Laureate's EBITDA growth amid difficult economic
conditions; modestly improved cash flow generation; a slight
reduction in debt leverage; and adequate liquidity for the
intermediate term, subject to acquisition activity.  Total debt
was $2.7 billion as of Sept. 30, 2009.

The 'B' corporate credit rating on Laureate reflects the company's
high debt leverage and weak cash flow measures, as well as the
risks inherent in undertaking rapid debt-financed overseas
expansion.  In addition, credit measures are exposed to volatility
in exchange rates because the company generates roughly three-
quarters of its EBITDA outside the U.S., and about 80% of its debt
is denominated in U.S. dollars.  Laureate provides higher
education programs through a network of more than 42 institutions
in 17 countries in Latin America, Europe, and the U.S., and
through its online division.

The company's strategy is to acquire established international
institutions that may have good positions in their markets.  In
2008, the company acquired underperforming assets in Mexico that
were initially operating at low profitability.  Laureate's goal,
broadly, is to improve curriculum and grow enrollment.  It earns
about 40% of revenue, and a slightly greater percentage of EBITDA,
in Mexico and Chile.  The company's campuses in Europe account for
20% of revenues, but make a slightly smaller contribution to
profitability.  S&P believes that the company intends to continue
growing rapidly by making acquisitions, entering new countries,
and building new campuses over the next several years.  These
plans involve considerable execution, financial, and country risk,
in S&P's view.

The Mexican and Chilean peso and the Euro are the key currencies
in which it conducts business, and the company remains exposed to
the risks of the U.S. dollar strengthening.  Laureate does employ
some hedges to mitigate the mismatch of foreign cash flow with its
U.S. dollar debt, but S&P view these hedges as only partially
effective due to the inherent volatility of the currency markets.
The company unwound a Mexican peso hedge in January 2009 at a gain
and now has an increased exposure to a depreciation of the peso,
notwithstanding the modest hedge benefits of Mexican peso
borrowings.  Enrollment in online education programs, largely
based in the U.S., is also growing briskly, representing more than
20% of EBITDA.  The online education market is still developing,
is subject to vigorous competition and technological changes that
create lower barriers to entry than traditional educational
institutions face, and can involve substantial marketing
investments.


LEAP WIRELESS: Kenneth Griffin's Citadel Holds 5.5% of Shares
-------------------------------------------------------------
Kenneth Griffin's Citadel Advisors LLC; Citadel Holdings II LP;
and Citadel Investment Group II, L.L.C., disclosed that as of
March 23, 2010, they may be deemed to beneficially own 4,246,177
shares or roughly 5.5% of the Common Stock of Leap Wireless
International, Inc.

Citadel Advisors is the portfolio manager for Citadel Derivatives
Trading Ltd., a Cayman Islands limited company; Citadel Equity
Fund Ltd., a Cayman Islands limited company; Citadel Global
Equities Master Fund Ltd., a Cayman Islands limited company, and
the investment manager for certain segregated accounts.  CH-II is
the managing member of Citadel Advisors.  Citadel Holdings I LP, a
Delaware limited partnership, is the non-member manager of Citadel
Securities LLC, a Delaware limited liability company.  CIG-II is
the general partner of CH-I and CH-II.  Mr. Griffin is the
President and Chief Executive Officer of, and owns a controlling
interest in, CIG-II.

                        About Leap Wireless

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

At December 31, 2009, the Company had total assets of
$5,380,697,000 against total liabilities of total liabilities of
$3,596,896,000 and redeemable noncontrolling interests of
$71,632,000, resulting in stockholder's equity of $1,712,169,000.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEHMAN BROTHERS: Says Allowable Claims May Total $260 Billion
-------------------------------------------------------------
Lehman Brothers Holdings Inc. said in a regulatory filing that
over the last four months its claims management team has concluded
that based upon clear errors, duplications and non-controversial
corrections that are appropriate, the aggregate total of the filed
claims should be reduced to $605 billion -- Adjusted Total Filed
Claims -- as of March 10, 2010.

The Debtors also said that, for the purposes of their bankruptcy
plan, they have made a preliminary estimate of the potential
allowed amount of the Adjusted Total Filed Claims.  It is the
Debtors' estimate that the amount will approximate $260 billion.

Lehman Brothers said the review of the Adjusted Total Filed Claims
is an ongoing, intensive and laborious process.

During the early part of 2009, the Bankruptcy Court established a
"Bar Date" for the filing of claims against the Debtors.  Pursuant
to the expiration of the Bar Date in November 2009, more than
65,000 proofs of claim were filed with the designated claims
agent.  The IRS has a June 30, 2010 bar date.  The filed claims
against LBHI --- including intercompany claims by Debtors and
other Lehman entities -- total in excess of $819 billion plus
potentially significant unliquidated claims.

On March 15, 2010, consistent with the provisions of Chapter 11 of
the Bankruptcy Code, the Debtors filed in the Bankruptcy Court a
proposed joint plan of reorganization.  The Bankruptcy Court has
extended the statutory time within which the Debtors may file the
requisite proposed disclosure statement that, if approved, will be
used to solicit acceptances of the Plan, to April 14, 2010.
Notwithstanding the enormous complexities presented by the
extraordinary and a-typical Chapter 11 cases, the Debtors are
making every reasonable effort and hope to be in a position to
file the disclosure statement by April 14.

In the interim, and since March 15, 2010, Lehman Brothers relates,
there has been substantial trading in the claims against the
Debtors and various asserted and non-restricted claimants have
requested information and private meetings as to the filed Plan.
The Debtors are concerned that all interested parties have equal
access to information and data concerning the Plan and that the
prevailing principle of full transparency continue.  In that
context, the Debtors said they filed the report to outline the
progress they have made in the analysis of the claims that have
been filed against the Debtors.  The claims analysis process
represents a primary foundation of the Plan and the disclosure
statement that will be filed.

                          Plan Objective

According to Lehman Brothers, the Plan contemplates that in each
of the Debtors' cases, the Plan will be confirmed and provide for
the satisfaction of allowed claims to the extent provided for
therein.  The primary Plan is proposed for LBHI, the parent
Debtor.  It encompasses four key elements critical to the
determination of the total allowed claims against that Debtor.
The four key elements are:

     (A) LBHI Direct Liabilities: this category includes the
         outstanding noteholder claims as at September 15, 2008 of
         approximately $99 billion; accounts payable/accrued
         claims of $2 billion; and unliquidated direct damage
         claims.  The Debtors have designated a specific
         workstream to reconcile the foregoing filed claims
         against their estimate of the amounts of such claims;

     (B) Third Party Subsidiary Guarantee Claims: this category
         includes third party claims against LBHI by creditors
         that assert claims against LBHI subsidiaries and
         affiliates who claim that LBHI guaranteed the payment of
         such claims;

     (C) Affiliate Guarantee Claims: this category includes claims
         asserted by subsidiaries and affiliates of LBHI on the
         basis of alleged transaction guarantees made by LBHI and
         alleged general corporate resolutions of LBHI purporting
         to guarantee liabilities of certain subsidiaries and
         affiliates; and

     (D) Intercompany Accounts Payable Claims: this category
         includes claims based upon intercompany transactions as
         at the commencement date based on the "global close" of
         the Debtors financial and accounting records as of the
         close of business on September 14, 2008.

The Plan proposes an allowed claims pool for LBHI that will
include:

     (i) allowance of established direct debt and liabilities
         of LBHI;

    (ii) for the purposes of this proposal and without prejudice
         to potential revisions and amendments of the Plan, that
         the corporate integrity of the Debtors be respected, and,
         therefore allowance of Third Party Subsidiary Guarantee
         Claims in an amount equal to the lower of the Debtors
         estimate of such claims (inclusive of an estimate for
         ISDA claimed damages) or the aggregate amount of Third
         Party Subsidiary Guarantee Claims filed;

   (iii) an allowance of an aggregate claim for all Affiliate
         Guarantee Claims in the amount of $21 billion to be
         allocated pro rata among established individual asserted
         claims based on the alleged transaction and corporate
         resolution guarantees;

    (iv) allowance of established intercompany net claims as of
         the commencement date, other than the intercompany claim
         of Lehman Brothers Treasury;

     (v) the settlement of the intercompany claim of LBT by
         allowance of that claim in an amount equal to 50% of the
         net intercompany payable as of the commencement date. The
         settlement is proposed based upon the conclusion that LBT
         served as a conduit for LBHI in the sale and distribution
         of EURO denominated bonds versus dollar denominated bonds
         of LBHI. In that capacity, LBT acted as an agent and
         instrumentality of LBHI and had no separate integrity or
         purpose. Accordingly, the Plan offers the proposed
         allowed claim as a recovery settlement for the benefit of
         LBT bondholders.


LINN ENERGY: Permian Basin Deal Won't Affect Moody's 'B1' Rating
----------------------------------------------------------------
Moody's Investors Service commented that Linn Energy L.L.C.'s
ratings are not impacted by its announcement that it has agreed to
acquire properties in the Permian Basin.  Linn has agreed to
acquire 17.7 million barrels of oil equivalent (mmboe) with
production of about 2,800 boe/day for $305 million.  Approximately
45% of the reserves are proven developed and production is about
2,800 b/d.

Moody's last rating action for Linn Energy, LLC, was on 3-23-2010
when Moody's affirmed the B1 CFR following the issuance of new
notes.

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


LYONDELL CHEMICAL: Amoco to Reject Chocolate Bayou Purchase Pacts
-----------------------------------------------------------------
Amoco Chemical Company, as predecessor-in-interest to Ineos
Olefins & Polymers USA, and Quantum Chemical Corporation, as
predecessor-in-interest to Debtor Equistar Chemicals, L.P.,
entered into an agreement for the sale and purchase of assets for
the transfer of a tract of land and chemical plant that make up a
facility known as Chocolate Bayou Plant.  The Facility is located
within and surrounded by certain real property owned by Ineos
Olefins.

The consideration for the sale of the Facility was the payment of
$44,972,340 plus additional amounts for inventories and the entry
of the parties into an Ethylene Supply Agreement.  The transfer
occurred in April 1988 pursuant to two Special Warranty Deeds
recorded in the County of Brazoria in the state of Texas.

The Purchase Agreement includes certain options known as
Repurchase Options that permit Ineos to repurchase the Facility
on the same economic terms offered by an arm's-length purchaser
or at the appraised market value upon the occurrence of certain
events.  The Purchase Agreement also required the Repurchase
Options to be included in the Deeds.

At the time of the Facility transfer, the parties also entered
into 23 other agreements, including the Services Agreements,
whereby Ineos agreed to provide Equistar with certain services
and products necessary for the operation of the Facility.  Each
of the Services Agreements relates to products or services
provided by Ineos for the Facility and each agreement has its own
distinct consideration, term and subject matter.

By this motion, the Debtors seek to reject the Purchase Agreement
and the Repurchase Options, as of the date of the entry of an
order granting their request.

Moreover, the Debtors seek to assume certain Service Agreements
as of the effective date of their Third Amended Joint Plan of
Reorganization, a list of which is available for free at:

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

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, asserts that the Purchase Agreement and
Repurchase Options will impose a continuing burden on the
Debtors' estates for which the Debtors realize no commensurate
benefit.  The Repurchase Options also limit the Debtors' ability
to attract prospective buyers and chill the price at which
Debtors can sell the Facility, he says.  The Services Agreements,
by contrast, provide substantial benefit to the Debtors, he
points out.  The Debtors need the Services Agreements, and the
services they receive pursuant to those agreements, to continue
their presence at the Facility, he explains.

To the extent that either of the Purchase Agreement or the
Repurchase Options is not executory, Ineos Olefins has only a
prepetition unsecured claim for any damages arising from the
Debtors' nonperformance under the contract, Mr. Mirick relates.
The bar date for filing that claim was June 30, 2009.  The
Debtors reserve their rights regarding whether a proof of claim
has been timely filed for amounts due under the Ineos Agreements.

                     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: Files Third Amended Plan & Disclosure Statement
------------------------------------------------------------------
Lyondell Chemical Company and its debtor affiliates filed with the
United States Bankruptcy Court for the Southern District of New
York a final copy of their Third Amended Joint Plan of
Reorganization and accompanying Disclosure Statement on March 12,
2010.

The final copy came after Judge Robert Gerber approved the
Debtors' Third Amended Disclosure Statement on March 11, 2010.

Full-text copies of the March 12 Third Amended Plan and Disclosure
Statement are available for free at:

       http://bankrupt.com/misc/Lyondell_Mar123rdAmDS.pdf
       http://bankrupt.com/misc/Lyondell_Mar123rdAmDS.pdf

The Debtors also filed with the Court on March 16, 2010:

* a list of Debtors, available for free at:
       http://bankrupt.com/misc/Lyondell_PlanDebtors.pdf

* a list of non-Debtor affiliates, available for free at:
       http://bankrupt.com/misc/Lyondell_Non-DebtorAffiliates.pdf

* a list of Schedule III Debtors, available for free at:
       http://bankrupt.com/misc/Lyondell_SchedIIIDebtors.pdf

* a list of real property transferred to an Environmental
   Custodial Trust, namely:

  -- Allied Paper Mill, Kalamazoo, Michigan from LeMean Property
     Holdings Corporation;
  -- Beaver Valley, property near Monaca, Pennsylvania site from
     Lyondell Chemical Company;
  -- Bully Hills, Rising Star and Excelsior mines in Shasta
     County, California from Millennium Holdings, LLC;
  -- Charlotte, North Carolina site from Millennium Holdings,
     LLC;
  -- Morris, Illinois gypsum pile area from Equistar Chemicals,
     LP;
  -- Saint Helena site in Baltimore, Maryland from Millennium
     Specialty Chemicals, Inc.; and
  -- Turtle Bayou parcels in Chambers County, Texas site from
     Lyondell Chemical Company.

* a non-exclusive list of discharged prepetition intercompany
   claims, available for free at:

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

                         *     *     *

The Official Committee of Unsecured Creditors notifies the Court
that it has withdrawn its objection to the Debtors' Disclosure
Statement.

                     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: Seeks U.S. Court Nod for $5 Bil. Exit Financing
------------------------------------------------------------------
Lyondell Chemical Co. and its units' progress towards confirmation
of their Third Amended Joint Plan of Reorganization is well
advanced, Mark C. Ellenberg, Esq., at Cadwalader Wickersham & Taft
LLP, in New York -- mark.ellenberg@cwt.com -- tells the Court.

Every major intercreditor dispute in the Debtors' Chapter 11 cases
has been resolved by agreement, Mr. Ellenberg notes.  The Debtors
have also firm commitments to backstop a $2.8 billion equity
rights offering as part of their exit from Chapter 11, he adds.

According to Mr. Ellenberg, the Debtors' 3rd Amended Plan
contemplates a three-piece exit financing:

  (1) Reorganized LyondellBasell will enter into a $1.75 billion
      asset-based credit facility, which can be increased to
      $2.0 billion, known as the ABL Facility, subject to
      satisfaction of certain conditions;

  (2) Subject to market conditions, Reorganized LyondellBasell
      will raise about $2.25 billion of exit financing in the
      capital markets, through a notes offering.  Prior to
      confirmation, LBI Escrow Corporation, a yet to be formed,
      wholly owned subsidiary of non-Debtor LyondellBasell
      Industries N.V., will issue and sell the notes and place
      the proceeds into escrow, pending the confirmation and
      effective date of the 3rd Amended Plan; and

  (3) Subject to market conditions, Reorganized LyondellBasell
      will raise about $1.00 billion of exit financing in
      the capital markets, through a term loan known as the
      Senior Term Loan Facility.  Prior to confirmation, LBI
      Escrow will borrow the term loan and place the proceeds
      into escrow, pending the confirmation and effective date
      of the 3rd Amended Plan.

The Debtors will determine the relative size of the notes
offering and term loan based on market conditions and their
determination of the optimal capital structure to further their
estates' interests; however, the aggregate amount of the notes
and the term loan together will equal $3.25 billion.  The Debtors
will seek approval of the Exit Financing in connection with
confirmation of the 3rd Amended Plan, Mr. Ellenberg explains.

By this motion, the Debtors seek the Court's authority to:

  (A) incur and pay, in connection with:

      * the ABL Facility: agent, arranger and lender fees and
        expenses, commitment fees and indemnification of certain
        indemnified persons;

      * issuance of the Senior Notes: fees, expenses and
        indemnity obligations, including:

        (1) upfront fees to lenders, underwriting fees, and fees
            and expenses incurred in connection with the deposit
            of proceeds into escrow;

        (2) amounts sufficient to prefund certain interest
            payments on the notes and accreted original issue
            discount;

        (3) an additional amount representing up to 1.5% of the
            aggregate principal amount of the Senior Notes,
            which may become payable to the noteholders if
            certain conditions of the notes are not fulfilled;
            and

        (4) any escrow deficiency amounts;

      * the Senior Term Loan Facility: fees, expenses and
        indemnity obligations, including:

        (1) upfront fees to lenders, arrangement fees, and fees
            and expenses incurred in connection with the deposit
            of proceeds into escrow;

        (2) amounts sufficient to prefund certain interest
            payments on the term loans and accreted original
            issue discount; and

        (3) any escrow deficiency amounts;

  (B) permit non-Debtor LBI NV to form LBI Escrow to enter into
      the contemplated pre-confirmation transactions, which the
      Debtors will fund; and

  (C) authorize the Debtors to execute these agreements:

      (a) in connection with the ABL Facility:

           -- commitment letter and ABL fee letters, which will
              be executed by Lyondell Chemical Company only;

           -- an ABL credit agreement to be entered by Lyondell;
              Houston Refining LP; Equistar Chemicals LP and
              LyondellBasell Acetyls, LLC.

      (b) in connection with the Senior Notes:

           -- a senior notes engagement letter; and
           -- a purchase agreement and any related agreements.

      (c) in connection with the Senior Term Loan Facility:

           -- a senior term loan facility engagement letter; and
           -- a term loan agreement and any related agreements.

The Debtors further ask the Court to determine that any amounts
that they are obligated to pay be entitled to priority treatment
as administrative expenses of their estates.

The Debtors estimate the fees to be incurred pursuant to the Exit
Financing Transactions Motion to be about $80 million.  In
addition, in the event that the escrow release conditions are not
met, the Debtors will be obligated to pay an additional amount of
about $160 million in breakage fees, original issue discount and
interest expenses to the purchasers of the notes, Mr. Ellenberg
discloses.

Approval of the Exit Financing Transactions Motion will assure
the Debtors of the availability of exit financing on favorable
terms and mitigate risks to their estates from future potentially
unfavorable changes in market conditions, Mr. Ellenberg says.
The current high yield debt markets are extremely favorable, he
tells the Court.  Against this backdrop, a short delay in the
pricing and funding of the notes and term loans could result in
long-term financing costs to Reorganized LyondellBasell that will
far exceed the fees and costs that are the subject of the Exit
Financing Motion, he maintains.

Full-text copies of the ABL Facility, Notes Offering and Senior
Secured Term Loan Facility are available for free at:

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

                         *    *    *

Judge Gerber authorized the Debtors to enter into and perform
under the Exit Financing Agreements.  Judge Gerber also authorized
the Debtors to incur and pay all of their obligations set forth in
the Exit Financing Agreements consisting of about $80 million in
fees and about $160 million in additional breakage fees, original
discount and interest, in the event that the release conditions
are not satisfied, on the terms and conditions set forth in the
order without further Court order.

Judge Gerber also authorized to the Debtors to cause the formation
of LBI Escrow to issue the Senior Notes and place the proceeds
into escrow, pending confirmation of the 3rd Amended Plan.

However, Judge Gerber did not authorize the Debtors to borrow any
funds under the Exit Financing Agreements or to pledge any assets
to secure any obligations under the Exit Financing, all of which
will be subject to approval in connection with confirmation of the
3rd Amended Plan.

Until consummation of the Plan, none of the proceeds of the Senior
Notes or the Term Loan will constitute property of the Debtors'
estates and none of the Debtors will be obligated to repay the
Senior Notes or the Term Loan, Judge Gerber added.

                         *     *     *

Citing the International Financing Review, Reuters reports that
Lyondell sold on March 24, 2010, its senior notes in dollars and
euros, totaling $2.25 billion and EUR375 million.  The
$2.25 billion notes were priced to yield 477 basis points over
compared U.S. Treasurers and the EUR375 million notes were priced
to yield 519 over the comparable Germand Bund, IFR told Reuters.

Bloomberg News also reported that Lyondell has increased its bond
sale by $500 million while reducing its term loan by the same
amount as it prepares exit from bankruptcy.  As to the Senior
Secured Term Loan Facility, it will pay 4.25% percentage points
more than the London interbank offered rate with a 2% Libor floor,
the unnamed source explained to Bloomberg.  According to the
report, Libor is the rate banks charge to lend each other.  The
source noted that the Term Loan will be sold at a discount to face
value, Bloomberg says.

                     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: Wants to Enforce Stay Against Int'l Paper
------------------------------------------------------------
Debtor Millennium Specialty Chemicals, Inc., and Weyerhaeuser
Company entered into a base agreement, whereby Weyerhauser will
sell the Debtor a chemical called crude sulfate turpentine.

Weyerhaeuser subsequently entered into a transaction with
International Paper Company whereby International Paper purchased
certain assets and liabilities of Weyerhaeuser.  The Debtor and
International Paper also entered into a wrap-around agreement
whereby they agreed to be bound by the Base Agreement with certain
modifications, and that International Paper will sell 100% of the
turpentine it produced to Millennium.

The Agreements were automatically extended for an additional 12
months to December 31, 2010, pursuant to their own terms.
Pursuant to a letter dated November 30, 2009, International Paper
purported to give notice of termination of the Agreements,
effective June 30, 2010.

International Paper neither sought nor obtained relief from the
automatic stay or the January 7, 2009 Stay Order before taking
this action, Christopher R. Mirick, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, discloses.  The Debtor advised
International Paper by a letter dated January 13, 2010, that the
notice of termination was ineffective and the Agreement would
automatically roll-over for an additional 12 month period to
December 31, 2010.

International Paper's attempt to terminate the Agreements violates
the automatic stay protections provided to the Debtor under the
Bankruptcy Code and the Stay Order, Mr. Mirick asserts.  Both the
Bankruptcy Code and the Stay Order require International Paper to
fully perform its obligations under the Agreements in accordance
with their terms, and restrict International Paper from
unilaterally terminating the Agreements, he insists.

International Paper's termination of the Agreements and refusal to
continue to provide the Debtor with turpentine through
December 31, 2010, will impair the Debtor's ability to conduct its
business in the normal course and to deliver product to certain of
its customers, Mirick points out.  This disruption in the Debtor's
business will damage its relationships with its customers and
potentially affect its ability to successfully reorganize, he
maintains.

Thus, the Debtors ask the Court to:

  (a) enforce the Stay Order against International Paper;

  (b) enjoin International Paper from violating the automatic
      stay and the Stay Order by unilaterally terminating its
      prepetition executory agreement with the Debtor, or from
      refusing to perform under the Agreements; and

  (c) hold that International Paper's attempt to give notice of
      termination of the Agreements is void and without effect.

                     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)


MAJESTIC STAR: Sues to Stop Suit Against Company Officers
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Majestic Star Casino
LLC wants the bankruptcy judge in Delaware to stop a lawsuit filed
against its officers and directors in Indiana state court by the
City of Gary, Indiana.  Majestic Star contends the lawsuit is
precluded by the so-called automatic stay in bankruptcy.

According to the report, the suit stems from a long-standing
dispute regarding development agreements covering Majestic Star's
two riverboat casinos in Gary.  The Company contends the city
violated its obligations to develop property at the site, thereby
relieving the casinos of the obligation to make payments based on
gaming revenue.  The dispute was already in arbitration when
Majestic Star filed under Chapter 11 in November.  The Company
contends that the city filed suit against the officers and
directors because it knew any action against the company itself
would violate the automatic stay.  The Company contends that the
suit against the individuals is a "deliberate and obvious attempt
to avoid the automatic stay."

Majestic Star wants an April 7 hearing on its request.

                        About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nevada.  It is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Indiana on June 7,
1996.  The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company filed for Chapter 11 bankruptcy protection on
November 23, 2009 (Bankr. D. Del. Case No. 09-14136).

The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- also
filed separate Chapter 11 petitions.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC are the
Debtors' claims and notice agent.

The Majestic Star Casino, LLC's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.  When it filed for bankruptcy, the Company listed
up to $500 million in assets and up to $1 billion in debts.


MARKWEST ENERGY: Moody's Upgrades Corporate Family Rating to 'Ba3'
------------------------------------------------------------------
Moody's Investors Service upgraded MarkWest Energy Partners,
L.P.'s Corporate Family Rating and Probability of Default Rating
to Ba3 from B1 and upgraded the ratings on its senior unsecured
notes to B1 (LGD 4, 62%) from B2 (LGD 4, 65%).  The company's SGL-
3 Speculative Grade Liquidity rating remains unchanged.  The
rating outlook is stable.

"The ratings upgrade reflects MarkWest's successful track record
in executing on its growth strategy, its increasing fee-based
income and management's commitment to issuing equity," stated
Gretchen French, Moody's Assistant Vice President-Analyst.

With its focus on organic growth over the last few years, MarkWest
has achieved increased scale and diversification indicative of a
higher rating, with leading positions in the Woodford and
Marcellus Shales.  Moreover, the company's growth in the Woodford
and Marcellus Shales has been supported largely by fee-based,
long-term contracts.  As a result, management has significantly
improved its fee-based income to 39% of net operating margin in
2009, as compared to 25% in 2008, with further increases in fee-
based income expected in 2010.

The ratings had been restrained by relatively elevated financial
leverage (4.6x debt/EBITDA for 2009, as adjusted for Moody's
adjustments), although Moody's expect leverage to decline during
2010 as cash flow grows.  The company's MLP model, high volume and
commodity price exposure and heavy, albeit reduced, capital
spending program has resulted in higher leverage.  While
management was successful in issuing $179 million in equity and in
lowering its capital spending burden through the formation of two
joint ventures in 2009, the company's earnings and cash flows were
exposed to weak commodity prices and volume declines in certain
conventional plays.  However, the company did experience volume
increases in its unconventional plays and MarkWest's performance
during cyclically weak 2009 was superior to a number of its
midstream peers.

MarkWest's capital budget remains elevated in 2010, with
$300-$350 million budgeted in 2010, as compared to approximately
$310 million in 2009.  The bulk of the 2010 spending is associated
with the Marcellus Shale.  However, Moody's note that management
has been successful in executing and financing its heavy capital
spending over the last couple of years, with a demonstrated track
record in issuing equity.  Furthermore, MarkWest's capital
spending is much lower than its peak growth spending levels of
$568 million in 2008.

The stable outlook assumes that MarkWest will continue to grow
cash flow and raise common equity to fund its capital spending
program in order to reduce its financial leverage, with leverage
expected to trend towards 4.0x debt/EBITDA in 2010.  Moody's
believes that the Marcellus Shale, in particular, will provide
MarkWest with further fee-based growth opportunities driven by its
supportive contract structures and the company's strong market
position in the rich/wet gas area of play, which benefits from its
long operating history in the region and its vertically integrated
midstream operations.  In addition, Moody's note that processing
economics over the near-term appear favorable.  Nevertheless,
the company continues to face execution risk in the Marcellus and
remains exposed to a small number of key non-investment grade
upstream producers' substantial development execution risk in
emerging shale plays (namely Newfield in the Woodford and Range
Resources in the Marcellus).  MarkWest also faces counter-party
exposure to its joint venture partner in the Marcellus, NGP
Midstream & Resources, L.P.

The last rating action on MarkWest was on May 20, 2009, when
Moody's affirmed the company's ratings.

MarkWest Energy Partners, L.P., headquartered in Denver, Colorado,
is a midstream natural gas limited partnership.


MCDERMOTT INTERNATIONAL: Moody's Lifts Corp. Family Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Ratings of
both McDermott International, Inc., and J Ray McDermott, S.A., to
Ba1 from Ba2 and upgraded their probability of default ratings to
Ba2 from Ba3.  At the same time, J Ray's existing senior secured
debt rating was upgraded to Baa3 from Ba2 and the existing senior
secured rating of Babcock & Wilcox Power Generation Group Inc. was
upgraded to Baa2 from Baa3.  Moody's also assigned a Baa3 senior
secured rating to J Ray's proposed $900 million bank revolver and
assigned a Baa2 senior secured rating to the proposed $700 million
bank revolver of Babcock & Wilcox Investment Company.

In anticipation that the pending spin-off of MII's Babcock &
Wilcox Operations will be complete in the second half of 2010,
Moody's has assigned a Corporate Family and Probability of Default
rating to BWIC of Ba1 and Ba2 respectively.  BWIC is currently the
intermediate parent of both BWPG and BWX Technologies Inc. and
essentially represents the corporate family captured by MII's
existing CFR.  Moody's will withdraw all ratings of both MII and
BWPG as well as J Ray's existing bank facility rating once the
proposed bank facilities close.  The ratings outlook for all
companies is stable.

Upgrades:

Issuer: McDermott International, Inc.

  -- Corporate Family Rating, Upgraded to Ba1 from Ba2
  -- Probability of Default Rating, Upgraded to Ba2 from Ba3

Issuer: Babcock & Wilcox Power Generation Gr, Inc.

  -- Existing $400 million Senior Secured Bank Credit Facility,
     Upgraded to Baa2, LGD1, 08% from Baa3, LGD1, 09%

Issuer: J. Ray McDermott, S.A.

  -- Corporate Family Rating, Upgraded to Ba1 from Ba2

  -- Probability of Default Rating, Upgraded to Ba2 from Ba3

  -- Existing $800 million Senior Secured Bank Credit Facility,
     Upgraded to Baa3, LGD2, 15% from Ba2, LGD2, 28%

Assignments:

Issuer: Babcock & Wilcox Investment Company

  -- Corporate Family Rating, Assigned Ba1

  -- Probability of Default Rating, Assigned Ba2

  -- New $700 million Senior Secured Bank Credit Facility,
     Assigned at Baa2, LGD1, 09%

Issuer: J. Ray McDermott, S.A.

  -- New $900 million Senior Secured Bank Credit Facility,
     Assigned at Baa3, LGD 2, 15%

Outlook Actions:

Issuer: McDermott International, Inc.

  -- Outlook, Changed To Stable From Developing

Issuer: Babcock & Wilcox Power Generation Gr, Inc.

  -- Outlook, Changed To Stable From Developing

Issuer: J. Ray McDermott, S.A.

  -- Outlook, Changed To Stable From Developing

Issuer: Babcock & Wilcox Investment Company

  -- Outlook, Assigned Stable

                     The Spin-Off Transaction

As announced by MII in early December 2009, the spin-off of its
Babcock & Wilcox Operations will result in two independent
publicly traded entities -- one effectively being BWIC and the
other effectively being J Ray.  Moody's had changed the rating
outlooks of both MII and J Ray to developing from positive due to
uncertainties resulting from this pending transaction.  As the
details of the transaction have become known, Moody's does not
believe the transaction itself significantly alters the stand
alone credit profiles of either MII or J Ray.  Hence, the ratings
upgrade is not driven by the transaction, but rather Moody's
expectations for improvement in operating fundamentals at each
company.  While the transaction will see J Ray receive the
majority of the cash balances at the parent company and BWIC will
continue with the majority of the underfunded pension liabilities,
each company will be strongly capitalized and have ample liquidity
underscored by large cash balances, unused revolver capacity and
only a limited amount of balance sheet debt.

                  The Upgrade of Mii's Rating And
                   Assignment of Ratings to Bwic

The upgrade of MII's corporate family rating to Ba1 from Ba2
reflects Moody's expectation that the significant operating
pressures that have been evident within the company's power
generation business should begin to ease in the near term.  Key
credit metrics should remain relatively strong given the lack of
funded balance sheet debt and meaningful cash balances.  While
original equipment revenues (primarily driven by the demand for
new coal power plants) will likely remain soft through at least
2010, the combination of BWXT's stable US Government nuclear
components and services business, BWPG's large installed base of
equipment (which offers ongoing parts and service revenues) and
exposure to replacement commercial nuclear components offer
resilience.  The firm's overall backlog levels are relatively
sizeable and prospects for growth in its environmental business
should begin to improve towards the end of the ratings horizon.
The rating remains tempered by the company's relatively small
size, geographic concentration in North America, project execution
risks and increasing capital spending related to internal growth
initiatives.  BWIC's CFR is influenced by the same factors as
MII's CFR.

BWIC's senior secured rating is two notches higher than its CFR
because this facility is secured by the assets of BWPG (BWXT
guarantees the facility but does not provide security) and is
senior to roughly $650 million in underfunded pension liabilities.

Upwards movement of BWIC's rating is constrained by its limited
near term growth prospects and potential that increasing capital
expenditures may hinder the generation of meaningful free cash
flow through this horizon.  Upwards rating action could occur
should BWIC demonstrate a sustained increase in booking activity,
supporting expectations for stronger revenue growth without
adversely impacting margins.  Downwards rating movement could
occur should cost overruns or greater than expected revenue
pressures lead to sustained Debt/ EBITDA above than 2.5x.

          The Upgrade of J Ray's Corporate Family Rating

The upgrade to J Ray's rating considers Moody's view that the
company's near term operating performance should benefit from its
firm backlog level and near completion of problem contracts in its
backlog.  Demand for offshore oil and gas infrastructure is likely
to strengthen through the ratings horizon as exploration and
production (E&P) spending continues to move offshore where the
company's leading market position should enable it to capitalize
on these trends.  J Ray's rating benefits from a limited amount of
balance sheet debt as well as strong liquidity provided by its
meaningful cash balances and ample availability under its
revolver.  The oil services industry is however highly cyclical
and, as periodically observed in the company's results
historically, several of J Ray's contracts are susceptible to cost
overruns, which constrains the rating.  Also, competition has
increased through the economic downturn, which is likely to
pressure margins from the generally favorable levels of the past
few years.

Further upwards movement of J Ray's rating is unlikely in the near
term however could occur longer term should the company
demonstrate an ability to book and profitability execute key
contracts despite the persistence of heightened competitive
pressures, leading to sustained EBITA margins in the low double
digits.  Downwards rating movement could occur should cost
overruns pressure earnings or a change in financial policies lead
Moody's to expect sustained Debt/ EBITDA above 2.5x.

Moody's last rating actions on McDermott International Inc. and J
Ray McDermott, S.A. occurred on December 7, 2009, at which time
the ratings outlooks for each entity was changed to developing
from positive.

McDermott International Inc., headquartered in Houston, Texas,
currently operates through three primary subsidiaries: 1) J Ray,
with annual revenues of approximately $3.3 billion, which provides
engineering and construction services primarily to offshore oil &
gas field developments primarily in the Middle East and Asia
Pacific regions.  2) Babcock & Wilcox Power Generation Group Inc.,
with annual revenues of approximately $1.8 billion, which supplies
fossil-fueled steam generation systems, replacement nuclear steam
generators and emission control systems for power plants primarily
in North America and 3) BWX Technologies Inc., with annual
revenues of approximately $1 billion, which manufactures nuclear
components and provides various services to the U.S. Government.
The Babcock & Wilcox Operations represents the assets that
McDermott International Inc. plans to spin-off, which is
essentially the Babcock & Wilcox Investment Company and its
subsidiaries.


MEGA BRANDS: Completes Recapitalization Transaction
---------------------------------------------------
MEGA Brands Inc. disclosed the completion of the recapitalization
transaction initiated by the Corporation on January 14, 2010. The
terms and conditions of the transaction are effective immediately.

The Corporation's capital structure and financial flexibility are
significantly improved.

    -- Long-term debt is reduced by approximately $290 million to
       $139 million, with no financial covenant restrictions.

    -- Annual interest is reduced by approximately $30 million.

    -- There are no scheduled principal repayments until 2012.

    -- The Corporation can borrow up to $45 million for working
       Capital purposes under a new credit facility.

"We now have the liquidity and capital resources to pursue our
business plan and we are focused on strengthening our brands,
improving financial performance and building value," said Marc
Bertrand, President and CEO of MEGA Brands.  "We thank our
shareholders and former lenders for approving the transaction, as
well as our customers, suppliers and employees for their continued
support."

          Trading of Debentures, Common Shares and Warrants

Effective immediately, the Class A and Class B Subscription
Receipts and Private Units issued as part of the transaction
convert or separate into the respective number of common shares,
warrants and/or debentures insuable in accordance with their own
terms.  The common shares continue to trade on the TSX under the
symbol "MB".  The warrants begin trading under "MB.WT" and the
debentures begin trading under "MB.NT".

As at March 30, 2009, the Corporation has issued and outstanding
CDN$141.7 million (US$138.9 million) principal amount of 10%
senior secured debentures, 327.3 million common shares and
243.8 million warrants.  Each warrant entitles the holder to
purchase one common share of the Corporation for CDN$0.50 until
2015.

            Q4 and 2009 Financial Results Conference Call

The Corporation will report its financial results for the fourth
quarter and year ended December 31, 2009 before markets open on
March 31, 2010.  A conference call for analysts will be held at
9:00 a.m. to discuss the results. Management's presentation and
the question and answer period with financial analysts will be
followed by a question and answer period with journalists.
Participants may listen to the call by dialing (647) 427-7450 or
1(888) 231-8191.  For those unable to participate, a replay will
be available until April 7, 2010. The replay phone number is (416)
849-0833 or (514) 807-9274, access code 66225450.

                         About MEGA Brands

MEGA Brands Inc. claims to be a trusted family of leading global
brands in construction toys, games & puzzles, arts & crafts and
stationery.  The Company employs from 1,300 to 1,500 people, more
than half of them in Canada.

Mega Brands has commenced a proposed recapitalization, which will
repay the secured lenders at 70 cents on the dollar (including the
cash and equity portions) and extinguish all of the current debt.


MERCER INT'L: Kellogg's IAT Reinsurance Holds 29.47% of Shares
--------------------------------------------------------------
New York-based Peter R. Kellogg and his IAT Reinsurance Company
Ltd., a Bermuda limited liability company, disclosed that as of
the close of business on March 24, 2010, they may be deemed to
beneficially own an aggregate of 12,283,344 shares, constituting
approximately 29.47% of the common stock of Mercer International
Inc.

Mr. Kellogg is the sole owner of IAT's voting stock, is a member
of IAT's board of directors, and is the President and CEO of IAT.

Mr. Kellogg said the Shares were acquired for investment purposes
in the ordinary course of business and were not acquired with the
purpose or effect of changing or influencing control of Mercer.
Mr. Kellogg and IAT believe that the Shares represented an
attractive investment opportunity.  Mr. Kellogg and IAT review
their holdings of Mercer on an ongoing basis and, depending on
such review and on various factors, including, without limitation,
the price of the Shares, stock market conditions, the financial
position and strategic direction of Mercer, and general economic
and industry conditions, Mr. Kellogg and IAT may in the future
take such actions with respect to their investment in Mercer as
they deem appropriate, including, without limitation, purchasing
additional Shares or selling some or all of their Shares.  In
addition, Mr. Kellogg and IAT may, alone or with others, pursue
discussions with Mercer, other stockholders and third parties with
regard to their investment in Mercer.  Any purchases may be
effected directly or through one or more entities controlled or
deemed to be controlled by Mr. Kellogg.  Any purchases or sales
may be in the open market, in a privately negotiated transaction
or otherwise.

                   About Mercer International

Vancouver-based Mercer International Inc. (Nasdaq: MERC, TSX:
MRI.U) -- http://www.mercerint.com/-- is a global pulp
manufacturing company.

                          *     *     *

As reported by the Troubled Company Reporter on February 2, 2010,
Standard & Poor's Ratings Services revised its outlook on Mercer
International to positive from negative.  S&P affirmed its ratings
on the company, including the 'CCC+' corporate credit rating.

"The outlook revision reflects S&P's view that Mercer's liquidity
has improved as a result of the completion of its recent exchange
offer for about $15 million of its remaining $17 million
convertible subordinated notes due October 2010 for a like amount
of new notes due January 2012," said Standard & Poor's credit
analyst Andy Sookram.  S&P thinks that the recent debt exchange
will provide the company with greater financial flexibility
through extended debt maturities and increased liquidity in the
near term.

Although Mercer's liquidity has improved, S&P is concerned about
the sustainability of the recently improved pulp market
conditions.  Several pulp producers have announced plans to
restart production at certain facilities in the near future.  If
this leads to a supply/demand imbalance, S&P believes there could
be some reversal of the price increases S&P has seen in the last
several months.  Still, S&P currently does not expect selling
prices to decline to the levels S&P saw in the first half of 2009,
when prices averaged around $660 per ton compared with $840 per
ton in 2008, because S&P thinks it is likely that demand for paper
and packaging products will be modestly higher in 2010.  In
addition, S&P believes that the weak U.S. dollar against the euro
and the Canadian dollar will continue to partly offset some of the
benefits of price increases in the near term.


MERCER INT'L: Pine River, Nisswa Fund Hold 5.1% of Common Stock
---------------------------------------------------------------
Brian Taylor, Pine River Capital Management L.P., and Nisswa
Convertibles Master Fund Ltd. in Minnetonka, Minnesota, disclosed
that as of March 4, 2010, they may be deemed to beneficially own
1,969,697 shares or roughly 5.1% of the common stock of Mercer
International Inc.

                   About Mercer International

Vancouver-based Mercer International Inc. (Nasdaq: MERC, TSX:
MRI.U) -- http://www.mercerint.com/-- is a global pulp
manufacturing company.

                          *     *     *

As reported by the Troubled Company Reporter on February 2, 2010,
Standard & Poor's Ratings Services revised its outlook on Mercer
International to positive from negative.  S&P affirmed its ratings
on the company, including the 'CCC+' corporate credit rating.

"The outlook revision reflects S&P's view that Mercer's liquidity
has improved as a result of the completion of its recent exchange
offer for about $15 million of its remaining $17 million
convertible subordinated notes due October 2010 for a like amount
of new notes due January 2012," said Standard & Poor's credit
analyst Andy Sookram.  S&P thinks that the recent debt exchange
will provide the company with greater financial flexibility
through extended debt maturities and increased liquidity in the
near term.

Although Mercer's liquidity has improved, S&P is concerned about
the sustainability of the recently improved pulp market
conditions.  Several pulp producers have announced plans to
restart production at certain facilities in the near future.  If
this leads to a supply/demand imbalance, S&P believes there could
be some reversal of the price increases S&P has seen in the last
several months.  Still, S&P currently does not expect selling
prices to decline to the levels S&P saw in the first half of 2009,
when prices averaged around $660 per ton compared with $840 per
ton in 2008, because S&P thinks it is likely that demand for paper
and packaging products will be modestly higher in 2010.  In
addition, S&P believes that the weak U.S. dollar against the euro
and the Canadian dollar will continue to partly offset some of the
benefits of price increases in the near term.


MICHAELS STORES: January 30 Balance Sheet Upside-Down by $2.7-Bil.
------------------------------------------------------------------
Michaels Stores Inc.'s balance sheet for January 30, 2010, showed
$1.7 billion in total assets, and $4.4 billion in total
liabilities for a $2.7 billion total stockholders' deficit.

The Company reported a 32% increase in fourth quarter net income
to $86 million for the 13 weeks ended January 30, 2010, compared
to $65 million for the 13 weeks ended January 31, 2009.  For the
year, net income was $107 million for the 52 weeks ended January
30, 2010, compared to a net loss of $5 million for the 52 weeks
ended January 31, 2009.

Net sales for the fourth quarter increased 2.4% to $1.300 billion
from $1.268 billion last year with same-store sales increasing
1.5%. Net sales for the year were $3.888 billion, an increase of
1.9% from $3.817 billion for the same period last year. Same-store
sales for the year increased 0.2% from fiscal 2008.

Year-end debt levels totaled $3.803 billion compared to
$3.929 billion as of the end of fiscal 2008.  The decrease is the
result of scheduled repayments of its Senior Secured Term Loan
totaling $23 million, as well as, ending fiscal 2009 with no
borrowings under its revolving credit facility compared to
$148 million as of the end of fiscal 2008.  At the end of fiscal
2009, the Company had $217 million in cash compared to $33 million
at the end of fiscal 2008 and over $674 million of availability
under its revolving credit facility.  As of March 24, 2010, the
credit facility remains undrawn and availability was approximately
$640 million.

Average inventory per Michaels store at the end of fiscal 2009,
inclusive of distribution centers, was $814,000, down 4.1% from
last year's balance of $849,000 due to efforts to improve
inventory turns and productivity.

Capital spending during fiscal 2009 totaled $43 million versus
$85 million for fiscal 2008. Approximately $27 million of current
year expenditures were attributable to real estate activities,
including new, relocated, existing and remodeled stores, with the
remainder being attributable to strategic initiatives and
maintenance requirements.  The Company currently plans capital
expenditures for fiscal 2010 to be in the range of $90 to
$100 million as it accelerates new store openings and resumes
investment in infrastructure and other long-term investments.

During fiscal 2009, the Company opened 23 new stores, including
five relocations, and closed four Michaels stores.  In addition,
the Company closed nine Aaron Brothers stores during this period.

John Menzer, Chief Executive Officer, said, "We are pleased with
the significant improvement in our overall operating performance
during the fourth quarter.  Our focus was on in-store execution to
drive sales and maximize gross margin dollars while effectively
clearing through seasonal merchandise. Continued strong control
over expenses and well managed inventory levels significantly
improved profitability and cash flow."

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?5cc5

                       About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of October 31, 2009, the Company had $1.760 billion in total
assets against $4.619 billion in total liabilities, resulting in
$2.859 billion in stockholders' deficit.

As of October 31, 2009, the Company's cash balance was
$49 million.  Third quarter debt levels declined $272 million to
$3.911 billion compared to $4.183 billion as of the end of the
third quarter of fiscal 2008.  Availability under the revolving
credit facility was $799 million.  During the quarter, the Company
also made a $5.9 million amortization payment on its Senior
Secured Term Loan.


MIDWAY GAMES: Judge Reinstates Claims Against Redstone
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that U.S. Bankruptcy Judge
Kevin Gross recognized a mistake of his own before he was reversed
on appeal.  As a result, Judge Gross corrected an opinion he
issued in late January dismissing most of a lawsuit by the
official creditors' committee of Midway Games Inc. against former
owner Sumner Redstone and companies he controls.

According to the Bloomberg report, Judge Gross, in his original
opinion on Jan. 29, dismissed most of the suit because he
concluded that controlling law in Delaware doesn't recognize a
claim for so-called deepening insolvency.  Judge Gross allowed
claims to survive where the committee is attempting to
recharacterize parts of the transaction as secured lending rather
than so-called true sales.  Likewise, preference claims were to
survive until disposition of the recharacterization claims.

In reversing himself, Judge Gross reinstated claims for so-called
constructive fraudulent transfer if the committee succeeds in
recharacterizing the transaction.

Judge Gross also last week extended Midway's exclusive right to
propose a plan until May 14.

                       About Midway Games

Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- was a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts.  Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.

On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to Warner
Bros. Entertainment Inc. in a sale approved by the Court.  The
aggregate gross purchase price is roughly $49 million, including
the assumption of certain liabilities.  Midway is disposing of its
remaining assets.

At June 30, 2009, the Debtors had $1.39 billion in total assets
and $1.59 billion in total liabilities.


MOVIE GALLERY: Committee Proposes FTI as Financial Advisors
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Movie Gallery
Inc.'s cases seeks the Court's authority to retain FTI Consulting,
Inc., and its wholly owned subsidiaries as its financial advisors,
nunc pro tunc to February 16, 2010.

On behalf of the Creditors Committee, John Roussey, vice
president of Creditors' Committee and co-chair of Universal
Studios Home Entertainment tells the Court that the Committee
intends to retain FTI because the services of FTI are necessary
to enable the Committee to assess and monitor the efforts of the
Debtors and their professional advisors to maximize the value of
their estates and to reorganize successfully.  FTI is well
qualified and able to represent the Committee in a cost-
effective, efficient and timely manner, he avers.

As Financial Advisors, FTI is expected by the Creditors'
Committee to:

* Assist with the assessment and monitoring of the Debtors'
   short-term cash flow, liquidity, prepetition claim payments
   and operating results;

* Assist with the review of supply chain issues including,
   but not limited to, critical vendor payments, reclamation
   claims, Section 503(b)(9) claims, and set-offs;

* Assist regarding the evaluation of employee related motions
   and issues including severance plans, bonus programs,
   employee retention programs, pensions and other post
   retirement benefits;

* Assist in reviewing the Debtors' business plan;

* Assist in the review of the claims reconciliation process and
   estimation;

* Assist in the valuation of the business and review of capital
   structure alternatives;

* Assist in the review and preparation of information and
   analyses necessary for the confirmation of a plan in the
   Chapter 11 proceedings;

* Assist in the evaluation and analysis of avoidance actions,
   including fraudulent conveyances and preferential transfers;

* Assist in the review of the plan(s) of reorganization and the
   related disclosure statement;

* Attend meetings with the Debtors, potential investors,
   banks, other secured lenders, the Committee and any other
   official committees organized in the Chapter 11
   proceedings, the U.S. Trustee, other parties-in-interest and
   professionals hired by the same, as requested; and

* Render other general business consulting or other assistance
   as the Committee or its counsel may deem necessary that are
   consistent with the role of a financial advisor and not
   duplicative of services provided by other professionals in
   the proceeding.

The Creditors' Committee proposes that FTI be paid $125,000 per
month for its services plus reimbursement of its actual and
necessary expenses.  Additionally, the Creditors' Committee
proposes that FTI be paid a completion fee of up to $1,000,000.

The Completion Fee will be considered earned and payable, subject
to Bankruptcy Court approval, upon the earliest to occur of: (i)
(a) confirmation of a chapter 11 plan of reorganization or
liquidation, or (b) the sale of substantially all of the
Debtors' assets and (ii) approval by the Committee.

                     FTI's Indemnification

As a material part of FTI's consent to furnish services to the
Creditors' Committee, FTI requests that these indemnification
provisions be approved:

(a) the Debtors are authorized to indemnify, FTI for any claims
     arising from FTI's engagement, but not for any claim
     arising from FTI's postpetition performance of any
     services other than those in connection with the
     engagement, unless the postpetition services and
     indemnification are approved by the Court;

(b) the Debtors will have no obligation to indemnify FTI for
     any claim or expense that is either (i) judicially
     determined to have arisen primarily from FTI's bad faith,
     gross negligence or willful misconduct, or (ii) settled
     prior to a judicial determination as to FTI's bad faith,
     gross negligence or willful misconduct, but determined by
     the Court, after notice and a hearing to be a claim or
     expense for which FTI is not entitled to receive indemnity
     under the terms of the Application; and

(c) if, before the earlier of (i) the entry of an order
     confirming a Chapter 11 plan in these cases, or (ii) the
     entry of an order closing thee Chapter 11 cases, FTI
     believes that it is entitled to the payment of any amounts
     by the Debtors on account of the Debtors' indemnification
     obligations under the Application, including, without
     limitation, the advancement of defense costs, FTI must file
     an application, and the Debtors may not pay any amounts to
     FTI before the entry of an order approving the payment.

     This is intended only to specify the period of time under
     which the Court will have jurisdiction over any request
     for fees and expenses by FTI for indemnification, and not
     as a provision limiting the duration of the Debtors'
     obligation to indemnify FTI.

Steven Simms, senior managing director of FTI assures the Court
that FTI does not represent any entity having interest adverse to
the Creditors' Committee in connection with the Debtors' Chapter
11 cases.

                        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: Committee Wants Kelly Drye as Conflicts Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Movie Gallery
Inc.'s cases seeks the Court's authority to retain Kelly Drye &
Warren LLP as its special conflicts counsel, nunc pro tunc to
March 1, 2010.

The Creditors' Committee selected Kelley Drye saying that it
possesses extensive knowledge and expertise in the relevant areas
of law.  Kelley Drye is well qualified to represent the Committee
as special conflicts counsel in the Chapter 11 Cases because of
its vast experience in representing creditors' committees, John
Russey, co-chair of the Creditors' Committee, asserts.

Kelley Drye has been working since March 1, 2010, analyzing the
issues raised by, and advising the Creditors' Committee with
respect to, the motion filed on March 3 by the Debtors to approve
payment of certain prepetition obligations owing to the Debtors'
studio suppliers, Mr. Russey notes.

As its special conflicts counsel, the Creditors' Committee
expects Kelley Drye to perform these services:

(a) Advise the Committee of the meaning and import of
     pleadings and other documents filed with the
     Court including, but not limited to, the Studio
     Accommodation Motion;

(b) Assist, advise and represent the Committee in its
     consultations with the Debtors regarding the administration
     of the Chapter 11 Cases;

(c) Provide the Committee with legal advice with respect to
     its rights, duties and powers;

(d) Prepare complaints, pleadings, motions, applications,
     objections and other papers that may be necessary in
     furtherance of the Committee's interests and objectives;

(e) Represent the Committee at hearings and other proceedings;
     and

(f) Perform other legal services as may be required and are
     deemed to be in the interests of the Creditors' Committee
     and of unsecured creditors in the Chapter 11 Cases.

To prevent unnecessary duplication of efforts, Mr. Russey
clarifies that Kelly Drye and Pachulski Stang Ziehl and Jones,
the Creditors' Committee's general bankruptcy counsel, will work
together to coordinate their tasks.

For Kelly Drye's services, the Creditors' Committee proposes that
Kelly Drye be paid on its customary hourly rates and be
reimbursed for its reasonable and necessary expenses.

Kelly Drye's hourly rates are:

Professional                          Hourly Rate
------------                          -----------
James S. Carr, Esq.                          $645
Eric R. Wilson, Esq.                         $585
Dana P. Kane, Esq.                           $450
Vikki Bolletino, Esq.                        $305
James Hunt, Paralegal                        $215


James S. Carr, Esq., an attorney at Kelly Drye --
jcarr@kelleydrye.com -- assures the Court that his firm does not
represent any interest adverse to the Creditors' committee in
matters on which the firm is to be retained.

                        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: Committee Wants to Clarify Access to Conf. Info
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Movie Gallery
Inc.'s cases sought and obtained a Court order clarifying the
requirements in providing access to confidential information to
creditors that the Committee represents.

Robert J. Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP
in New York -- rfeinstein@pszjlaw.com -- told the Court that if
there are no appropriate protections for the Debtors'
Confidential Information, the Debtors might be unwilling to share
information with the Committee, which would undoubtedly impede
the Creditors Committee's ability to do its work and impair the
working relationship between the Debtors and the Committee.

Upon the Creditors' Committee's recommendation, the Court
approved these procedures for providing information to creditors:

  -- The Committee proposes to keep creditors informed by
     directing them to a Web site it will maintain with specific
     links for Committee Reports and case information.  That web
     site will be www.pszjlaw.com/moviegallery.html

  -- The Committee will not be required to disseminate to any
     entity: (i) without further order of the Court,
     Confidential Information or (ii) Privileged Information.

  -- Any information received by the Committee from any Entity
     in connection with an examination pursuant to Rule 2004 of
     the Federal Rules of Bankruptcy Procedure or in connection
     with any formal or informal discovery in any contested
     matter, adversary proceeding or other litigation will not
     be governed by the terms of the Order but, rather, by any
     order governing a discovery.

  -- The Debtors will assist the Committee in identifying any
     Confidential Information concerning the Debtors that is
     provided by the Debtors or their agents or professionals,
     or by any third party, to the Committee, its agents and
     professionals.

  -- If a creditor submits a written request to the Committee
     for the Committee to disclose information, the Committee
     will as soon as practicable, but no more than 20 days after
     receipt of the Information Request, provide a response to
     the Information Request, including providing access to the
     information requested or the reasons the Information
     Request cannot be complied with.

     If the Response is to deny the Request because the
     Committee believes the Information Request implicates
     Confidential Information that need not be disclosed
     or that the Information Request is unduly burdensome, the
     Requesting Creditor may, after a good faith effort to meet
     and confer with an authorized representative of the
     Committee, seek to compel a disclosure for cause pursuant
     to a motion.  The motion will be served and the hearing on
     that motion will be noticed and scheduled.  The Committee
     will not object to any Requesting Creditor's request to
     participate in any hearing by telephone conference.

  -- If the Information Request implicates Confidential
     Information of the Debtors and the Committee agrees that
     the request should be satisfied, the Committee may demand
     for the benefit of the Debtors' creditors:

      (a) if the Confidential Information is information of the
          Debtors, by submitting a written request, each
          captioned as a "Committee Information Demand," to
          counsel for the Debtors, stating that the information
          will be disclosed in the manner described in the
          Demand unless the Debtors object to the Demand on or
          before 15 days after the service of that Demand; and,
          after the lodging of an objection, the Committee, the
          Requesting Creditor and the Debtors may schedule a
          hearing with the Court seeking a ruling with respect
          to the Demand; and

      (b) if the Confidential Information is information of
          another Entity, by submitting a written request to
          that Entity and its counsel of record, with a copy to
          Debtors' counsel, stating that the information will be
          disclosed in the manner described in the Demand unless
          that Entity objects to the Demand on or before 15 days
          after the service of the Demand; and, after the
          lodging of an objection, the Committee, the Requesting
          Creditor, the Entity and the Debtors may schedule a
          hearing with the Court seeking a ruling with respect
          to the Demand.

  -- Nothing in the Order requires the Committee to provide
     access to information or solicit comments from any Entity
     that has not demonstrated to the satisfaction of the
     Committee, in its sole discretion, or to the Court, that it
     holds claims of the kind described in Section 1102(b)(3) 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.


MULTI PACKAGING: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on New York-based Multi Packaging
Solutions Inc.  The outlook is stable.

At the same time, S&P assigned 'B' issue-level ratings (the same
as the corporate credit rating on MPS) to John Henry Holdings
Inc.'s proposed $245 million senior secured credit facilities.
The credit facilities include a $30 million revolving credit
facility and a $215 million term loan, and are guaranteed by MPS.
S&P also assigned '3' recovery ratings to the facilities,
indicating its expectation of meaningful (50%-70%) recovery in a
payment default scenario.  The ratings are based on preliminary
terms and conditions.

S&P expects that MPS will use funds from the proposed facilities
to refinance existing first- and second-lien debt, and thereby
extend the company's debt maturity profile.  Funds will also be
used to pay an $80 million dividend to preferred shareholders that
had accrued under the series B preferred notes.  S&P expects that
$114 million of the notes will remain in place and continue to
accrue payment-in-kind dividends at a rate of 12%.

"The rating actions also reflect S&P's expectations that Multi
Packaging will continue to generate sufficient cash flows to fund
growth objectives and maintain credit measures appropriate for the
current ratings," said Standard & Poor's credit analyst Ket
Gondha.

The ratings on MPS reflect the relatively narrow scope of its
operations, limited customer and end-market diversity, competition
that includes larger and financially stronger companies, and a
highly leveraged financial profile.  Although MPS' senior
management team is experienced in acquisitions, the ratings also
incorporate the significant risks associated with an acquisitive
growth strategy.


NEW COMMUNICATIONS: Moody's Assigns 'Ba2' Rating on Four Tranches
-----------------------------------------------------------------
Moody's Investors Service has assigned (P)Ba2 rating to each of
the four tranches of the senior notes being issued by New
Communications Holdings Inc., a wholly-owned subsidiary of Verizon
Communications Inc., in connection with Spinco's merger with
Frontier Communications Corporation.  At the close of the merger,
currently expected around mid-2010, Spinco will merge with and
into Frontier.

Moody's had assigned a prospective Ba2 rating to the first tranche
of Spinco's proposed financing on March 24, 2010.  In that rating
action, Moody's had incorporated the effect of the approximately
$3.2 billion of debt financing Spinco needed to consummate the
pending merger.  Subsequently, Frontier announced it will issue
the entire $3.2 billion of new senior unsecured debt in a four-
part offering.

Moody's has taken these rating actions:

Issuer: New Communications Holdings Inc.

* Senior 7.875% Notes due 2015 -- Assigned (P)Ba2, LGD4 -- 54%
* Senior 8.25% Notes due 2017 -- Assigned (P)Ba2, LGD4 -- 54%
* Senior 8.5% Notes due 2020 -- Assigned (P)Ba2, LGD4 -- 54%
* Senior 8.75% Notes due 2022 -- Assigned (P)Ba2, LGD4 -- 54%

Moody's most recent rating action for Frontier and Spinco was on
March 24, 2010, in which Moody's maintained the review for upgrade
of Frontier's Ba2 Corporate Family Rating and assigned a
prospective rating to Spinco's proposed debt financing.

Frontier is an incumbent local exchange carrier providing wireline
telecommunications services to approximately 2.1 million access
lines in primarily rural areas and small- and medium-sized cities.
The company is headquartered in Stamford, CT.

New Communications Holdings Inc., which is a wholly-owned
subsidiary of Verizon, will hold the assets and liabilities
Verizon will spin off prior to closing the merger with Frontier.
Verizon is headquartered in New York, NY.


NORTEL NETWORKS: Deal With PBGC OK'd After Canadian Deal Nixed
--------------------------------------------------------------
Following a Canadian court's decision to set aside a settlement in
which Nortel Networks Corp. would pay benefits to former workers,
a U.S. court has approved a stipulation calling for the Company to
pay the Pension Benefit Guaranty Corp. out of proceeds from an
upcoming asset sale, Bankruptcy Law360 reports.

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTH AMERICAN: Moody's Assigns 'B3' Rating on Senior Notes
-----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to North American
Energy Partners Inc.'s new C$225 million senior unsecured notes
and affirmed the company's B2 Corporate Family Rating.  The
outlook is stable.

The proceeds of the notes offering combined with cash on hand and
borrowings under the credit facility will be used to redeem all of
the existing
US$200 million 8.75% senior unsecured notes due December 2011, and
to unwind the approximately C$75 million negative mark to market
on the currency hedge related to these notes.  The ratings on the
existing 8.75% notes will be withdrawn upon redemption.

The B2 Corporate Family Rating is constrained by NAEP's
concentration in the Canadian oil sands sector, reliance on
relatively few customers for a significant portion of its revenue,
concentration on non-recurring site preparation and piling work on
project type activities, low tangible fixed asset coverage of
debt, high ongoing capex requirements, and internal control
weakness on revenue recognition.  The B2 rating is supported by
the company's leading position in the Canadian oil sands services
sector, reasonable EBITDA leverage for the rating category, and
its long-standing customer relationships as a reliable service
provider within the oil sands industry.

NAEP is highly exposed to the boom and bust cycle of the oil sands
services industry.  Consequently, the company's business
contracted during the recent downturn in both the oil sands sector
and the general economy, although earnings and leverage metrics
have remained within the bounds of the B2 CFR.  While a spate of
recent announcements of oil sands project advancements and oil
sands leasehold acquisitions bode well for the industry as a
whole, NAEP's opportunity within the industry has diminished as
the majority of new projects are slated to use the steam-assisted-
gravity-drainage method of extracting bitumen.  SAGD presents a
lesser opportunity for NAEP, which requires primarily site prep
and piling work, versus the large revenue opportunity presented by
the massive initial overburden removal and ongoing overburden
removal and oil sands transport at mining projects.

Assignments:

Issuer: North American Energy Partners, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned B3, LGD5
     70%

Moody's last rating action on NAEP was on December 8, 2006, when
the company's CFR was upgraded to B2 from B3.

Based in Calgary, Alberta, North American Energy Partners Inc. is
a provider of mining, construction, piling, and pipeline services
with a principal focus on the oil sands industry in Western
Canada.


N.Y.C. OFF-TRACK: Defers Compensation for Executive Staff
---------------------------------------------------------
The executive staff and restructuring consultants of the New York
City Off-Track Betting Corporation disclosed that they will defer
all compensation until a resolution is reached to sustain the
organization.  The decision comes following last evening's
dispatch of 14-day layoff notices to over 1,300 OTB employees in
preparation for the April 11 closure of wagering operations.

"In the days ahead, over 1,300 hardworking OTB employees will
receive termination notices in the mail because there remains no
consensus on the legislation required to keep this vital economic
engine alive," said NYC OTB President Raymond Casey.  "Until a
compromise is forged that saves these jobs, we will suspend our
pay."

Leonard Allen, president of Local 2021 of District Council 37, the
union representing OTB employees, said, "During this dire time,
the decision by NYC OTB's executives and restructuring consultants
to forego pay is a meaningful gesture of solidarity and compassion
that signifies the close partnership that we have formed in
development of a long-term solution for the OTB."  Allen
continued, "Sacrifices have been made.  It's time for the
legislature to do its part."

Meyer "Sandy" Frucher, Chairman of NYC OTB, said, "I commend Ray
Casey and his team for showing real leadership by volunteering to
sacrifice their income at this crucial time.  We will all continue
to work hard in the days ahead to put the organization back on the
right track for the tens of thousands of people throughout the
state who rely on NYC OTB."

In December 2009, NYC OTB began restructuring under Chapter 9
bankruptcy protection and formulated a viable plan to reinvent the
organization and update the antiquated business model.  Since that
time, the OTB's cash position has continued to deteriorate,
prompting the organization to prepare for an April 11 closure.
Recent efforts to seek legislative changes that would extend
operations have yielded no resolution.

                           About NYC OTB

New York City Off-Track Betting Corporation is a public benefit
corporation, which operates an off-track pari-mutuel betting
system on thoroughbred and harness horse races held at all 11 race
tracks located in New York State and certain race tracks located
outside of the State.  Since NYC OTB's inception in 1971, it has
made payments of nearly $2 billion to the State horse racing
industry, over $1.4 billion to New York City and nearly
$600 million to the State.  In 2008 alone, NYC OTB made statutory
contributions in an aggregate amount of $128.6 million to the
State horse racing industry, the State, the City, and other local
municipalities.  NYC OTB's operations are regulated by the State.

NYC OTB filed for bankruptcy under Chapter 9 of the Bankruptcy
Code on December 3, 2009 (Bankr. S.D.N.Y. Case No. 09-17121).
Richard Levin, Esq., at Cravath, Swaine & Moore LLP, in New York,
serves as the Debtor's counsel.

At September 30, 2009, NYC OTB had $18,468,147 in total assets
against $74,912,742 in total current liabilities, $6,982,887 in
long-term liabilities, and $201,020,000 in long-term post
employment benefits.

Raymond Casey, President and Chief Executive Officer of NYC OTB,
said in court papers that over time, higher mandatory
distributions required by the State Legislature, combined with
increases in the cost of operating in New York City, left NYC OTB
with no residual income to turn over to the City.  NYC OTB laid
off 17% of its management, closed underperforming branches,
reduced employees' overtime hours, surrendered a quarter of its
headquarters space, reduced supply purchases, decreased security
expenses and reduced energy costs -- resulting in nearly
$45 million of savings during the five-year period through the end
of the 2008 fiscal year.  While making the difficult decisions
needed to reduce operational costs, NYC OTB also launched a
campaign seeking to have the State Legislature rationalize the
flawed and burdensome legislative distribution scheme.


OM FINANCIAL: Fitch Downgrades Insurer Strength Rating to 'BB'
--------------------------------------------------------------
Fitch Ratings has downgraded the Insurer Financial Strength
ratings of OM Financial Life Insurance Company and its wholly
owned subsidiary OM Financial Life Insurance Company of NY,
collectively referred to as OM Financial Companies, to 'BB' from
'BBB-'.  Fitch has also revised the Rating Watch to Evolving from
Negative.

The rating action reflects Fitch's view of OM Financial Companies
stand-alone rating, while the previous rating included support
from its parent Old Mutual plc.  On March 11, 2010, Old Mutual
announced its intention to seek acquirers for OM Financial
Companies.  Based on that announcement, Fitch placed OM Financial
Companies' ratings on Watch Negative to reflect Fitch's intention
to move to rating these entities on a stand-alone basis,
consistent with Fitch's group rating criteria when the strategic
category of an affiliate changes to 'limited importance'.  This is
the lowest of Fitch's four categories of strategic importance.
(See the March 24, 2010 criteria report entitled 'Fitch's Approach
to Rating Insurance Groups' available at 'www.fitchratings.com'
for further information).

The Evolving Watch reflects the uncertainty of a transaction
coming to fruition.  Additionally, if an acquirer is identified,
Fitch would reevaluate the ratings within the context of the new
group.  The rating may change depending on how Fitch views the
financial strength of the acquirer and OM Financial Companies
strategic importance to the group.

Fitch's ratings consider the quality and volatility of OM
Financial Companies' total adjusted capital and risk-based capital
excluding the influence of Old Mutual.  Fitch views the quality of
the company's RBC as low given its above average operating
leverage (adjusted statutory liabilities/TAC).  Volatility has
been driven by OM Financial's statutory net losses which totaled
$954 million from 2005-2009.  These losses were the result of a
combination of new sales strain, reserve charges and investment
impairments, the latter of which totaled $730 million in 2008-
2009.  Fitch also views OM Financial Companies' Dec. 31, 2009
gross unrealized losses on fixed maturities at over 1.1 times TAC
as high and a potential source of further investment losses.

Positively, Fitch's ratings consider what the agency views as
initial successes in management's turnaround plan, which was
implemented in the latter half of 2008 subsequent the arrival of
Chris Chapman, the current CEO of OM Financial Companies.  Fitch
believes the company has improved the operating and product risk
profile of the company.

Old Mutual U.S. Life Holdings (Old Mutual U.S.) is the holding
company for OM Financial Companies.  Old Mutual U.S. is a wholly
owned subsidiary of its ultimate parent, U.K.-based Old Mutual
plc.

OM Financial Companies has historically focused on manufacturing
annuity and life insurance products for brokers, independent
agents and institutional distributors.  Its target market is
middle-market consumers saving for retirement or seeking
protection-oriented products.  OM Financial is Old Mutual's
largest U.S. life insurance entity and along with its affiliate,
forms the cornerstone of OM Financial Companies' strategy.  OM
Financial had admitted assets of approximately $16.7 billion and
total adjusted capital of approximately $819 million on Dec. 31,
2009.  OM Financial Companies is headquartered in Maryland.


PHILADELPHIA NEWSPAPERS: Lenders Seek Bid Appeal
------------------------------------------------
Phil Milford and Michael Bathon at Bloomberg News report that
Philadelphia Newspapers LLC's lenders asked a federal appeals
court to hold a hearing with a full panel to reconsider a ruling
that they have no right to bid their claims at the company's
auction instead of cash.

"The result in this case is that an entity controlled by insiders
-- former equity holders of the debtors -- will be able to bid on
debtors' assets on more favorable terms than it would enjoy in a
fair and open auction," the lenders' lawyers said in a petition
filed March 29 in U.S. Bankruptcy Court in Philadelphia.

The lenders contend the earlier opinion, unless reversed, "will
have serious adverse consequences for secured lending."  The early
stage of recovery from a recession "is no time to introduce new
uncertainty and risk into these fragile and precarious markets,"
they said.

As reported by the TCR on March 23, the United States Court of
Appeals for the Third Circuit, in a 96-page opinion, has allowed
Philadelphia Newspapers LLC to pursue a sale process that would
bar credit bidding by secured lenders.

"Because subsection (iii) of Section 1129(b)(2)(A) unambiguously
permits a debtor to proceed with any plan that provides secured
lenders with the 'indubitable equivalent' of their secured
interest in the assets and contains no statutory right to credit
bidding, we will affirm the District Court's approval of the
proposed bid procedures," Circuit Judge D. Michael Fisher wrote in
the Opinion.  Two of three circuit judges entered a ruling in
favor of barring the lenders from credit bidding.  One dissented.

A copy of the Third Circuit Ruling is available for free at:

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

             Bankruptcy Court & District Court Rulings

Philadelphia Newspapers took an appeal to the District Court from
the Bankruptcy Court's ruling that gives secured lenders the right
to use debt they are owed as part of their bid to acquire the
Company.  In an opinion entered November 10, 2009, District Judge
Eduardo C. Robreno reversed the October 8 ruling by the Bankruptcy
Court.  As a result, Philadelphia Newspapers can hold an auction
where the secured lenders must bid cash and cannot submit a credit
bid ifintends to participate in the auction.

Citizens Bank of Pennsylvania and a Steering Group of Prepetition
Secured Lenders appealed the District Court's ruling to the Third
Circuit, which stayed the auction pending the appeal.  The Lenders
had asked the appeals court to determine what rights a secured
lender has when its collateral is sold pursuant to Section
1123(a)(5)(D).

The Company is contemplating on selling its business to a group of
local investors, including Bruce E. Toll, absent higher and better
bids for the assets.  The investor group Philly Papers LLC is
offering $30 million cash plus a combination of payment of certain
expenses and assumption of liabilities that will yield gross
proceeds to the estates of $41 million.  The Debtor opposed a
credit bid by lenders owed more than $400 million, saying that it
would have a "chilling effect" on competing bidders.  A credit bid
would easily top the offer by Mr. Toll.

                        The Chapter 11 Plan

Philadelphia Newspapers has already obtained approval of the
disclosure statement explaining the Plan and is now soliciting
votes on the Plan.

The Plan is based upon a sale of all of the Debtors' business to
Bruce E. Toll-led Philly Papers LLC, subject to higher and better
offers.  According to the disclosure statement explaining the
Plan, with the sale of the Debtors' business to Bruce Toll,
holders of secured claims, including $66 million, senior secured
claims, will recover 100 cents on the dollar.  Holders of
$350 million prepetition unsecured debt claims will recover less
than 1% of their claims.  Holders of prepetition unsecured trade
claims will recover up to 6%.  The Plan allocates $750,000
liquidating trust in favor of general unsecured trade creditors
and a 3% distribution of equity interests in Philly Papers to
holders of unsecured prepetition claims other than general trade
creditors.

A copy of the Debtors' Disclosure Statement is available for free
at http://bankrupt.com/misc/PhillyNews_DiscStatement.pdf

A copy of the Debtors' Insider Chapter 11 Plan is available for
free at http://bankrupt.com/misc/PhillyNews_Ch11Plan.pdf

                   About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Mark K. Thomas, Esq., and Paul V.
Possinger, Esq., at Proskauer Rose LLP in Chicago, Illinois; and
Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq.,
and Anne M. Aaronson, Esq., at Dilworth Paxson LLP, in
Philadelphia, Pennsylvania, serve as bankruptcy counsel.  The
Debtors' financial advisor is Jefferies & Company Inc.  The Garden
City Group, Inc., serves as claims and notice agent.

Ben Logan, Esq., at O'Melveny & Myers LLP in Los Angeles,
California; and Gary Schildhorn, Esq., at Eckert Seamans Cherin &
Mellott, LLC in Philadelphia, represent the Official Committee of
Unsecured Creditors.  Fred S. Hodara, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP in
New York, represent the Steering Group of Prepetition Secured
Lenders.

Philadelphia Newspapers listed assets and debts of $100 million to
$500 million in its bankruptcy petition.


RATHGIBSON INC: Majority of Workers Oppose Union Representation
---------------------------------------------------------------
Jim Leute at GazetteXtra.com reports that majority of the workers
of RathGibson Inc. opposed the representation by the International
Union of Operating Engineers, Local 139.  According to the report,
63 workers opposed while 47 where in favor of the union
representation.  This was the second election on union
representation.

GazetteXtra relates that workers first approached the union in
February 2009 with concerns that their wages and benefits were
diluted by the company's acquisitions.  Company officials said
RathGibson faced economic challenges and needed to make benefits
consistent from plant to plant.

                         About RathGibson

Headquartered in Lincolnshire, Illinois, RathGibson Inc. --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/
and http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line).  In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel.  Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors.  Kelley Drye & Warren LLP serves as special corporate
counsel.  Garden City Group is claims and notice agent.  The
petition says that Rathgibson has assets and debts of $100 million
to $500 million.

Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T.
Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington
Trust FSB, as administrative agent, and an ad hoc committee of
certain holders of Senior Notes.  Attorneys at Richards, Layton &
Finger P.A., also represent the ad hoc noteholders committee.


REDDY ICE: 92.2% of Sr. Notes Tendered for Exchange by Deadline
---------------------------------------------------------------
Reddy Ice Holdings Inc. announced the expiration of the exchange
offer and consent solicitation by Reddy Ice Corporation for the
Company's outstanding 10-1/2% senior discount notes due 2012.  The
Exchange Offer expired on March 19, 2010.  On or prior to the
Expiration Date, tenders and consents had been received with
respect to approximately 92.2% of the outstanding aggregate
principal amount of the Old Notes.

Upon the acceptance of the Old Notes for exchange, holders of Old
Notes who provided valid tenders and consents after the early
tender date but on or prior to the Expiration Date will receive
$1,000.00 principal amount of new 13.25% senior secured notes due
2015 of Reddy Corp for each $1,000.00 principal amount of their
Old Notes that are accepted for exchange.  Reddy Corp expects to
accept for exchange the Old Notes validly tendered after the early
tender date but on or prior to the Expiration Date on March 24,
2010.

Following the Exchange Offer, there will be a total of
$11.7 million aggregate principal amount of Old Notes outstanding.

                           About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name. Its
principal product is ice packaged in seven to 50 pound bags,
which it sells to a diversified customer base, including
supermarkets, mass merchants and convenience stores.  As of
March 6, 2009, the company owned or operated 58 ice manufacturing
facilities, 67 distribution centers and approximately 3,100 Ice
Factories.

According to the Troubled Company Reporter on March 29, 2010,
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Dallas, Texas-based Reddy Ice Holdings
Inc. (Holdings) to 'SD' (selective default) from 'CC'.


REDDY ICE: Annual Stockholders' Meeting on April 29
---------------------------------------------------
The Annual Meeting of Stockholders of Reddy Ice Holdings, Inc.,
will be held at 10:00 a.m., Central Daylight Time, on April 29,
2010, at the Northpark Central Office Tower at 8750 North Central
Expressway, 2nd Floor, Dallas, Texas 75231, for these purposes:

     1. to elect seven directors of Reddy Ice to hold office until
        the next annual meeting of stockholders and until their
        respective successors are duly elected and qualified;

     2. to ratify the appointment of PricewaterhouseCoopers LLP as
        Reddy Ice's independent registered public accounting firm
        for the fiscal year ending December 31, 2010;

     3. to consider and approve the amendment to the Reddy Ice
        Holdings, Inc. 2005 Long Term Equity Incentive and Share
        Award Plan, as amended; and

     4. to transact such other business as may properly be brought
        before the meeting or any adjournment(s) thereof.

Only holders of record of Reddy Ice's common stock at the close of
business on March 15, 2010, will be entitled to notice of and to
vote at the meeting or any adjournment thereof.

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

                           About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name. Its
principal product is ice packaged in seven to 50 pound bags,
which it sells to a diversified customer base, including
supermarkets, mass merchants and convenience stores.  As of
March 6, 2009, the company owned or operated 58 ice manufacturing
facilities, 67 distribution centers and approximately 3,100 Ice
Factories.

                          *     *     *

According to the Troubled Company Reporter on Feb. 23, 2010,
Moody's Investors Service assigned a B1 rating to Reddy Ice
Corporation's (a wholly owned subsidiary of Reddy Ice Holdings,
Inc.) proposed $300 million first lien senior secured notes due
2015.  The company plans to use proceeds from the first lien notes
to refinance its existing $240 million senior secured term loan
due 2012 and for general corporate purposes.

As reported by the TCR on March 30, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on Reddy Ice
Holdings Inc. to 'B-' from 'SD', and its wholly owned operating
company, Reddy Ice Corp., to 'B-' from 'CC'.  Following the
transaction, S&P withdrew the corporate credit rating on Opco.
S&P also raised its ratings on Holdings' remaining senior discount
notes (not exchanged) to 'CCC' from 'D'.  The recovery rating on
this debt remains unchanged at '6'.


REDDY ICE: CEO Cassagne Sees Almost $1-Mil. Pay Cut for 2009
------------------------------------------------------------
Reddy Ice Holdings, Inc., disclosed in a regulatory filing that it
paid its Chief Executive Officer and President, Gilbert M.
Cassagne, $895,970 in fiscal 2009 compared to $1,800,778 paid in
2008.

Mr. Cassagne's 2009 compensation includes $446,709 in base salary
and $119,730 in stock awards.  Mr. Cassagne's 2008 compensation
includes $230,154 in base salary and $1,317,900 in stock awards.

Steven J. Janusek, Reddy Ice's Executive Vice President, Chief
Financial Officer and Secretary, was paid $448,452 in 2009
compared to $272,900 in 2008.

Paul D. Smith, the Company's Executive Vice President and Chief
Operating Officer, received $443,022 in 2009, from $305,680 in
2008.

William A. Tolany, Executive Vice President and Chief Customer
Officer, was paid $299,679 in 2009.

Angela S. Wallander, Executive Vice President and Chief
Administrative Officer, was paid $290,502 for 2009 work.

                           About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name. Its
principal product is ice packaged in seven to 50 pound bags,
which it sells to a diversified customer base, including
supermarkets, mass merchants and convenience stores.  As of
March 6, 2009, the company owned or operated 58 ice manufacturing
facilities, 67 distribution centers and approximately 3,100 Ice
Factories.

                          *     *     *

According to the Troubled Company Reporter on Feb. 23, 2010,
Moody's Investors Service assigned a B1 rating to Reddy Ice
Corporation's (a wholly owned subsidiary of Reddy Ice Holdings,
Inc.) proposed $300 million first lien senior secured notes due
2015.  The company plans to use proceeds from the first lien notes
to refinance its existing $240 million senior secured term loan
due 2012 and for general corporate purposes.

As reported by the TCR on March 30, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on Reddy Ice
Holdings Inc. to 'B-' from 'SD', and its wholly owned operating
company, Reddy Ice Corp., to 'B-' from 'CC'.  Following the
transaction, S&P withdrew the corporate credit rating on Opco.
S&P also raised its ratings on Holdings' remaining senior discount
notes (not exchanged) to 'CCC' from 'D'.  The recovery rating on
this debt remains unchanged at '6'.


REGENT COMMUNICATIONS: Plan Confirmation Hearing Set for April 9
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set an
April 9, 2010 hearing to consider confirmation of Regent
Communications Inc.'s First Amended Joint Plan of Reorganization.

The Plan contemplates certain transactions, including:

   * the Reorganized Debtors will enter into:

     a) a first-priority, senior secured term loan in the
        principal amount of $95 million under the New Term Loan
        Agreement, which, if approved by the Prepetition Lenders a
        party to the Restructuring Support Agreement and holding
        at least 66 2/3% of the of the principal amount of the
        loans outstanding under the Prepetition Credit Agreement
        and Specified Swap Agreements shall be subject to one or
        more first priority, senior secured term loans and
        revolving loans incurred by the Debtors in favor of one or
        more Prepetition Lenders in an aggregate principal amount
        of up to $5 million to be

         i) secured by the same collateral as the New Term Loan
            and with the same priority, and

        ii) paid in full prior to the repayment of the New Term
            Loan;

     b) an unsecured paid-in-kind loan in the principal amount of
        $25 million under the New PIK Loan Agreement; and

     c) the Permitted Indebtedness, if approved by the Requisite
        Consenting Lenders;

   * each Holder of the Debtors' approximately $204.7 million of
     First Lien Debt Claims, will be satisfied in full by
     receiving their Pro Rata share of;

     a) the New Term Loan;

     b) the New PIK Loan; and

     c) 100% of the New Equity of Parent outstanding as of the
        Effective Date, which shall be subject to dilution on
        account of the Management Equity Incentive Program;

   * the Holders' of Equity Interests of Parent will be cancelled
     and the Holders will receive their pro rata share of
     $5.5 million in Cash of the Debtors to be transferred by the
     Debtors on behalf of the Holders of First Lien Debt Claims;

   * each Holder of Other Secured Claims will be unimpaired in
     accordance with the terms of the Plan;

   * each Holder of General Unsecured Claims will be paid in full
     in cash in accordance with the terms of the Plan; and

The Debtors believe that consummation of the financial
restructuring proposed under the Plan will de-lever their capital
structure, provide sufficient liquidity to fund their emergence
from Chapter 11, appropriately capitalize the Reorganized Debtors
and facilitate the implementation of the Debtors' business plan.

A full-text copy of the Amended Disclosure Statement is available
for free at http://ResearchArchives.com/t/s?5ce6

A full-text copy of the Amended Reorganization Plan is available
for free at http://ResearchArchives.com/t/s?5ce7

                    About Regent Communications

Headquartered in Cincinnati, Ohio, Regent Communications, Inc., is
a radio broadcasting company that acquires, develops, and operates
radio stations.  There are 47 subsidiary entities with 62 radio
stations in markets in Colorado, Illinois, Indiana, Kentucky,
Louisiana, Michigan, Minnesota, New York, and Texas.  Regent
Communications focuses on radio stations in mid-sized market that
are diversified in terms of geographic location, target
demographics and format in order to minimize the effects of
downturns in specific markets and changes in format preferences.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Delaware Case No. 10-10632).  Michael R. Nestor,
Esq., at Young Conaway Stargatt & Taylor, assists the Company in
its restructuring effort.  As of January 31, 2010, the Company had
$166,506,000 in assets and $211,282,000 in liabilities.


RIVER VALE: Federal Court to Decide Future of Club on May 6
-----------------------------------------------------------
Hugh R. Morley, staff writer at NewJersey.com, reports that the
Hon. Donald H. Steckroth of the U.S. District Court in Newark will
convene a hearing on May 6, 2010, to determine the value of River
Vale Country Club and whether a foreclosure sale of the club
should proceed.

The federal judge has allowed a receiver to continue running the
club rejecting an effort by owner Kwang Ho Keh to take control.
The federal judge also rejected a lender's plea to dismiss the
club's Chapter 11 case and proceed with a foreclosure sale.

River Vale Country Club offers 18 Championship Holes for golfers
of virtually every skill level.  Located in Northeast Bergen
County, New Jersey.


RUBICON US REIT: Noteholders File Restructuring Plan
----------------------------------------------------
Michael Bathon at Bloomberg News reports that Noteholders of
Rubicon US REIT Inc. filed a plan to reorganize the Chicago-based
real-estate investment trust.

According to the report, the noteholders, including units of
JPMorgan Chase & Co., Kaufman Jacobs LLC and Starwood Capital
Group Global LLC, persuaded U.S. Bankruptcy Judge Brendan Linehan
Shannon on March 9 to let them offer a restructuring plan for
Rubicon.  The noteholders, owed about $81.1 million, claimed the
company was pursuing a sale that would hurt creditors, because
they could get more value if they keep the properties and sell
them over time.

The terms of the Plan are:

   (i) The noteholders would get 1,000 shares of the reorganized
       company's equity and about $50 million in new notes.

  (ii) Secured lenders, owed about $310 million, would have their
       claims reinstated, paid in cash, or covered by collateral
       securing their claims.

(iii) Unsecured creditors owed about $900,000 would get full
       payment in cash.

  (iv) All Rubicon equity would be wiped out.

The noteholders would seek approval of the explanatory disclosure
statement at a hearing scheduled for May 3.  The noteholders would
be the only creditor group entitled to vote under their plan, and
have already unanimously accepted it.

This month, the Hon. Brendan Shannon of the U.S. Bankruptcy Court
for the District of Delaware terminated, at the behest of the
senior noteholders of Rubicon US REIT Inc., the company's
exclusive period to file a Chapter 11 plan, saying the
circumstances of the Chapter 11 case were "truly extraordinary"
and "cry out for immediate relief."

                       About Rubicon US REIT

Rubicon US REIT Inc. is a Chicago-based real estate investment
trust.  Rubicon filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Del. Case No. 10-10160).  Attorneys at
Phillips, Goldman & Spence, have been tapped as bankruptcy
counsel.  Phillips, Goldman & Spence, P.A. is Delaware bankruptcy
counsel Grant Thornton LLP is the Company's financial advisor.
Garden City Group is the claims and notice agent.  In its
petition, the Company listed $100,000,001 to $500,000,000 in
assets and $100,000,001 to $500,000,000 in liabilities.  The
Company's affiliates -- Rubicon GSA II, LLC, et al. -- also filed
Chapter 11 petitions.


SCO GROUP: Jury Says Novell Owns Unix Copyrights
------------------------------------------------
Susan Decker at Bloomberg News reports that Novell Inc. won a jury
verdict March 30 that it owns the rights to the Unix operating
system in a defeat for SCO Group Inc.'s efforts to collect
royalties from companies including International Business Machines
Corp.

A judge had earlier ruled in Novell's favor, forcing SCO to seek
bankruptcy protection from creditors.  An appeals court ordered
that a trial be held on the ownership question.

Dow Jones Newswires' Ashby Jones reports that SCO had alleged that
Novell sold it the copyrights along with the Unix system for $149
million.  SCO had asked for an injunction allowing it to use the
copyrights and for punitive damages.  Bloomberg says SCO had
sought more than $200 million it said it lost because Novell
raised questions about the ownership of the rights.

Novell lawyer Michael Jacobs, Esq., at Morrison & Foerster in San
Francisco said still pending before U.S. District Judge Ted
Stewart in Salt Lake City is whether the copyrights should be
transferred to SCO for the future and whether Waltham,
Massachusetts-based Novell breached the contract with SCO by not
allowing SCO to go after IBM.

SCO sued IBM in 2003 alleging that the source code of the
Company's Unix operating system was used as a model to make Linux
a commercially viable product, which in turn led to decreasing
sales for Unix.  The IBM case was stalled after SCO filed for
bankruptcy in 2007.  SCO filed a lawsuit against Novell, which had
alleged that it -- and not SCO -- owned the copyrights to Unix
code.

"We are disappointed by the verdict," said Stuart Singer, Esq., a
lawyer for SCO, according to Dow Jones.  But "there remain
important issues that will be decided non-jury by the court."

"We're very pleased," said Mr. Jacobs, according to Dow Jones.
"While we're not quite done, we're almost there."

                         About SCO Group

The SCO Group (SCOXQ.PK) -- http://www.sco.com/-- is a leading
provider of UNIX software technology.  Headquartered in Lindon,
Utah, SCO has a worldwide network of resellers and developers.
SCO Global Services provides reliable localized support and
services to partners and customers.

The Company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on September 14, 2007 (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsel.  Epiq Bankruptcy
Solutions LLC acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in the Debtors' cases due to insufficient
response from creditors.

As of January 31, 2009, the Company had $8.78 million in total
assets and $13.30 million in total liabilities, resulting in
a $4.52 million in stockholders' deficit.


SEALY CORP: Posts $5.7 Million Net Income for 2010 First Quarter
----------------------------------------------------------------
Sealy Corporation said net income in the first quarter of fiscal
year 2010 -- ended February 28, 2010 -- was $5.7 million, compared
to $4.3 million in the comparable prior year quarter, an increase
of 31.5%.  Net sales for the first fiscal quarter were $339.6
million, an increase of 9.6% compared to the same prior year
period.

At February 28, 2010, Sealy had $1.011 billion in total assets
against total current liabilities of $212.980 million; long-term
obligations, net of current portion of $829.005 million; other
liabilities of $60.225 million; and deferred income tax
liabilities of $1.997 million; resulting $92.278 million in
stockholders' deficit.  At November 29, 2009, stockholders'
deficit was $107.992 million.

Total Adjusted EBITDA increased 38.8% to $49.3 million for the
first quarter of fiscal 2010, or 14.5% of net sales, which
represents an increase of 306 basis points on a year-over-year
basis.

As of February 28, 2010, the Company's debt net of cash was $722.9
million.  This represents a decrease of $38.0 million compared to
$760.9 million as of May 31, 2009, at the conclusion of our 2009
refinancing. The Net Debt to Adjusted EBITDA ratio excluding the
8.0% Payment In Kind Convertible Notes was 3.01x as of February
28, 2010, as compared to 4.03x as of May 31, 2009.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?5cf0

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corporation (NYSE: ZZ) --
http://www.sealy.com/-- is the bedding industry's largest global
manufacturer with sales of $1.3 billion in fiscal 2009.  The
Company manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands. Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent. In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets. Sealy is also a
leading supplier to the hospitality industry.


SEMGROUP LP: Creditors Sue P/E Firms to Recoup $56MM of Dividends
-----------------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
creditors of SemGroup LP have sued the company's former private
equity backers -- Ritchie Capital Management LLC and a fund formed
by Carlyle Group and Riverstone Holdings LLC -- to recoup $56
million of dividends the private equity firms collected a months
before the company filed for bankruptcy protection.  The complaint
was filed Monday before the U.S. Bankruptcy Court for the District
of Delaware.

DBR reports that, according to court papers, the P/E firms
received the money in February 2008, at a time when SemGroup's oil
price trading strategy began to catch up with the company.

DBR says the premise of the lawsuit is that SemGroup was insolvent
at the time partners split $100 million in cash, so the money
should be returned to be shared out among all creditors.  DBR says
the lawsuit is based on a technical provision of the bankruptcy
code, not allegations Ritchie or Carlyle/Riverstone had a hand in
the alleged illicit trading.

The report notes that the P/E firms owned a combined 56% of
SemGroup's limited partnership interests.

DBR relates Jeffrey Taufield, a spokesman for the Carlyle and
Riverstone partnership, Carlyle/Riverstone Global Energy and Power
Fund II LP, wouldn't comment.

Justine Meise, spokesman for Ritchie Capital, said Tuesday the
firm is reviewing the complaint.

                      About SemGroup LP

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on October 28, 2008.  The
Plan, which distributes more than $2.5 billion in value to its
stakeholders, was declared effective November 30.


SIX FLAGS: Proposes to Fix Time to Amend Votes on Plan
------------------------------------------------------
Six Flags Inc. and its units ask the Court to fix a period of time
for creditors in Classes 5, 9, 11, 12 and 14 to alter their votes
on the proposed modifications to the Fourth Amended Plan of
Reorganization and to set April 14, 2010, as the date for a
revised confirmation hearing.

According to Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware -- defranceshci@rlf.com --
prior to the conclusion of the Confirmation Hearing, the Debtors
entered into an agreement in principle with certain creditors
constituencies, including the Ad Hoc Committee of Six Flags, Inc.
Noteholders and the Official Committee of Unsecured Creditors to
modify the Fourth Amended Plan to improve recoveries for all
creditor constituencies.

Specifically, subject to conditions and contingencies, the Plan
Modifications would pay the allowed claims of all unsecured
creditors of Six Flags Operations Inc. in full in cash and
distribute equity in Reorganized Six Flags to the SFI Noteholders
pursuant to a fully backstopped rights offering.  The Debtors
expect to file the modified Plan before the end of March 2010,
Mr. DeFranceshi says.

The Debtors have made a general outline of the proposed
modifications in a Term Sheet.  The modification outlined in the
Term Sheet, Mr. DeFranceshi relates, are subject to adjustment
based on the ongoing discussions among the parties, particularly
the Debtors, the SFI Noteholders and the SFO Noteholders, and the
Creditors' Committee.

The modifications are also subject to conditions, which are
intended, among others, to:

(a) address liquidity issues posed by the modified capital
     structure under the proposed Modifications given the
     Debtors' business plan and projections;

(b) reach an agreement with respect to the financing
     contemplated by the Modifications on terms that, where
     applicable, are substantially similar to those in the exit
     financing previously reviewed and approved by the Court;
     and

(c) obtain consent from Time Warner to the Modifications,
     including issues relating to the claims asserted by the SFO
     Noteholders for a prepayment premium, make-whole amounts,
     no-call damages, or other similar claims and to certain
     plan structure issues and specific findings contemplated by
     the Modifications; provided that it is a condition of
     confirmation of the Plan that the Make-Whole Claim be
     disallowed by the Court.

The Modifications, Mr. DeFranceschi avers, substantially improve
treatment of Class 14 Creditors and improve or leave unaltered
the treatment of all other classes.  Thus, the Debtors fully
anticipate that the requested relief will result in a fully
consensual resolution of the Debtors' bankruptcy proceedings, he
contends.

A full-text copy of the Plan Term Sheet is available for free
at http://bankrupt.com/misc/SixF_modi_4thAmendedPlan.pdf

                           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: Settles With Stark Investment-Led Bondholders
--------------------------------------------------------
Six Flags, Inc., and its debtor affiliates said they intend to
further modify the Fourth Amended Joint Chapter 11 Plan of
Reorganization to alter the proposed distributions to the holders
of allowed unsecured claims against Six Flags Operations Inc. and
Six Flags, Inc.

The statement came after a two-week plan confirmation trial that
ended on March 18, 2010, before Judge Christopher S. Sontchi of
the United States Bankruptcy Court for the District of Delaware.

Prior to any modification, the Plan provides that holders of
claims under the prepetition credit agreement against Six Flags
Theme Park, SFO and certain of its wholly-owned domestic
subsidiaries would be paid in full, in cash, from the proceeds of
an exit term loan and a rights offering to the holders of allowed
unsecured claims against SFO.  Under the current Plan, the
holders of allowed unsecured claims against SFO and SFI would
have received distributions of new common stock in SFI, on and
after the effective date of the Plan.  Additionally, under the
current Plan, each Accepting SFO Noteholder would have had the
limited right to participate in the rights offering.

The Debtors expect that the Modified Plan will provide that:

(1) Holders of Prepetition Credit Agreement Claims and holders
     of unsecured claims against SFO will be paid in full, in
     cash, from the proceeds of debt financing and a rights
     offering to holders of unsecured claims against SFI; and

(2) Holders of unsecured claims against SFI will receive a pro
     rata distribution of new common stock in Reorganized SFI
     and will have the right to participate in the rights
     offering on terms and conditions yet to be determined.  As
     under the current Plan, the Debtors expect that holders of
     preferred income equity redeemable shares and common stock
     in SFI will receive no distribution and all those equity
     interests will be cancelled upon approval by the Bankruptcy
     Court of the Modified Plan.

The proposed modified Plan is a result of a settlement between
the Debtors and SFI junior bondholders, led by hedge fund manager
Stark Investments LP.  The proposed modified Plan will take over
the current Plan that is supported by a group of SFO bondholders
led by Avenue Capital Management, LLC.

In the proposed modified Plan, the SFI bondholders are expected
to take over the operation and management of the theme park
operator.  The proposed modified Plan is yet to be filed with the
Court, Peg Brickley of Dow Jones' Daily Bankruptcy Review
related.

The settlement with the SFI Noteholders, according to Business
Week, halted the confirmation trial of the Debtors' Fourth
Amended Plan.  Judge Sontchi, the report added, gave the Debtors
and two competing groups of bondholders a chance to lay their
terms at the negotiating table.

"We cut a deal with the SFI Noteholders, effectively suspending
the bankruptcy trial because our plan is now fully consensual
among all creditors," Six Flags spokeswoman Sandra Daniels told
DBR in an e-mail.  Further, Ms. Daniels said the company hopes to
be back in Court April 16 to confirm its Chapter 11 plan, DBR
said.

"Rather than argue in court, we decided to put our money where
our mouth is," SFI Noteholders' counsel Thomas Lauria, Esq., at
White & Caste LLP, in Miami, Florida, told BusinessWeek.

Six Flags Chief Executive Mark Shapiro will stay as CEO.  He will
also get a seat on the board of the new company under the new
deal, Mr. Harner said.

             SFI Noteholders' Financing Commitment

Under the new deal, the SFI Noteholders will sponsor a
$505.5 million rights offering as part of their equity commitment,
in addition to buying $75 million of common stock to be issued by
the reorganized company, Six Flags' lead counsel Paul E. Harner,
Esq., at Paul, Hastings, Janofsky & Walker LLP --
paulharner@paulhastings.com -- told DBR.

More cash will come in stages, through a delayed draw commitment,
DBR quoted Mr. Harner as saying, but $655 million of the new
equity money is already in escrow.

Coming up with solid financing was a critical element of the
Stark bondholders' duel with Avenue Capital, DBR said.
Negotiations between the company and creditors continued
throughout the court fight; however, it was the arrival of the
$655 million financing commitment at around 4:00 p.m. March 18
that drove the deal to completion, the report added.

"We are absolutely comfortable with the level of debt going
forward which is why we reached a deal," a Six Flags spokeswoman
told DBR.  "The (Stark-led bondholders) have stepped up and
written checks for $725 million in new equity, paying off all the
creditors senior to them -- that action more than anything
signals their confidence in the company and the management team."

There are conditions on the new Chapter 11 plan pact between the
company and the Stark-led bondholders, including an insistence
that a key piece of the debt financing be on terms similar to
those obtained by Avenue when it was rounding up the financing
for its takeover attempt, DBR related.

In its restructuring proposal, Avenue pledged $450 million in new
equity and $830 million in new loans.  More debt, Avenue argued,
would mean a continuation of the chronic cash troubles that have
plagued Six Flags.

Six Flags' new debt will be topped by a $730 million to
$780 million first-lien term loan, which should be on terms
comparable to those Avenue negotiated with its financier, J.P.
Morgan Chase & Co., Mr. Harner told DBR.

Members of the negotiating SFI bondholders, in addition to Stark,
include Credit Suisse Securities, Tricadia Capital Management,
1798 Global Partners, Capital Ventures International, Altai
Capital Management, Pentwater Capital Management and Fortelus
Capital Management, H Partners Management LLC and Bay Harbour
Management LLC.

There is still trouble ahead for Six Flags with the Avenue camp,
however, as terms of the new deal give them less of a cash payout
than they had been seeking, DBR said.  Owed $420 million, the
Avenue camp was demanding $619 million, which includes a
$148 million prepayment penalty and interest upon interest, DR
More cash will come in stages, through a delayed draw commitment,
Harner said, but $655 million of the new equity money is already
in escrow.

Avenue's attorney, Abid Qureshi, Esq., at Akin Gump Strauss Hauer
& Feld, at the March 19 court hearing protested that the
settlement was unfair, especially given the new equity that will
be used to prop up Six Flag, DBR related.

Six Flags General Counsel James M. Coughlin said in a filing with
the U.S. Securities and Exchange Commission that since the
Debtors have not finalized the terms and conditions of the
Modified Plan and the debt financing and equity offerings
proposed, they remain subject to numerous uncertainties, risks
and changes in circumstances, and there can be no assurance that
the Debtors ultimately will file the Modified Plan with the
Bankruptcy Court, or that the Bankruptcy Court will approve the
Modified Plan if it is filed by the Debtors.

                   Modified Plan Term Sheet

The Debtors submitted with the Court a general outline of the
proposed modifications in a Term Sheet.  The modification
outlined in the Term Sheet, though, are subject to adjustment
based on the ongoing discussions among the parties, particularly
the Debtors, the SFI Noteholders, SFO Noteholders, and the
Official Committee of Unsecured Creditors.

A full-text copy of the Plan Term Sheet is available for free
at http://bankrupt.com/misc/SixF_modi_4thAmendedPlan.pdf

                        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: Wants to Extend Removal Period Until July 8
------------------------------------------------------
Pursuant to Rule 9027 of the Federal Rules of Bankruptcy
Procedure, Six Flags Inc. and its units ask the Court for an
extension of their time to file notices or motions of removal of
related proceedings through and including July 8, 2010.

The Debtors' second extension to file notices of removal expired
on March 10.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates that the Debtors have focused on
stabilizing their business and ensuring a smooth transition into
Chapter 11, while at the same time, focusing on other time-
sensitive aspects of these cases.

According to Mr. DeFranceschi, since the filing of the Second
Removal Extension, the Debtors have, among other things:

(a) participated in the contested Disclosure Statement hearing,
     pursuant to which the Court approved (i) the Disclosure
     Statement fort the Third Amended Plan, (ii) the extension of
     the Debtors' exclusivity; (iii) the Exit Financing Motion
     and (iv) the Backstop Commitment Motion;

(b) filed two plans or reorganization;

(c) filed the Complaints against Park Landlords -- Kentucky
     State Fair Board, Kentucky State Property and Buildings
     Commission and the Finance and Administration Cabinet of the
     Commonwealth of Kentucky -- for their interference with the
     Debtors' removal of their property from the leased premises
     owned partly by the Park Landlords; and litigated, as
     defendants in an adversary proceeding filed by KSFB and the
     Park Landlords, who allege that the Debtors are liable for
     damages for committing breach of contract, for their removal
     of certain rides and other Tenant Improvements from the
     Leased Premises without obtaining the consent of the KSFB;

(d) commenced the Confirmation Hearing; and

(e) met the expedited discovery schedule, conducting broad
     discovery in accordance with the Scheduling Order.

Specifically, with respect to the Civil Actions, the Debtors are
continuing to review their files and records to determine whether
they should remove any claims or civil causes of action that may
be pending in state or federal court, Mr. DeFranceschi says.
Furthermore, the Debtors are parties to numerous lawsuits, and
are still assessing these lawsuits to determine whether removal
is warranted.  The key management personnel conducting this
review are also actively involved in the Debtors' reorganization,
and have yet to finish their analysis as to whether any of the
pending suits should be removed, he relates.  As a result, the
Debtors require additional time to consider filing notices of
removal in the Civil Actions, Mr. DeFranceshi contends.

By application of Del.Bankr.LR 9006-2, the Reorganized Debtor's
deadline to object to claims has been automatically extended
through and including, April 14, 2010, when the Court will hold a
hearing to consider the merits of the Debtors' request.

                           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).


SMURFIT-STONE: Canada Unit Gets CCAA Stay Until May 6
-----------------------------------------------------
Smurfit-Stone Canada Inc. and its affiliates sought and obtained
an order from the Honorable Justice J. Pepall at the Superior
Court of Justice (Commercial List) for the Province of Ontario,
in Canada, further extending the stay of proceedings through
May 6, 2010.

Sean F. Dunphy, Esq., at Stikeman Elliot LLP, in Ontario, Canada,
relates that since the granting of the initial order extending
the stay, the CCAA Entities have worked diligently to stabilize
their operations and with the assistance of the DIP Credit
Agreement, they have been able to reassure customers and
suppliers, and maintain operations.

Mr. Dunphy tells the Superior Court that the CCAA Entities have
acted and continue to act in good faith and with due diligence.
He explains that an extension of the stay of proceedings to
May 6, 2010, is necessary in order to continue to ensure
stability to the CCAA Entities' business and allow them
sufficient time to continue in the restructuring of their
businesses.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: John Murphy Resigns as Chief Financial Officer
-------------------------------------------------------------
Smurfit-Stone Container Corporation announced that senior vice
president and chief financial officer, John Murphy, has notified
the company of his intent to pursue other interests.  His
resignation is effective immediately.

"We thank John for serving in this transitional CFO role and wish
him the best of luck in his future endeavors.  He was instrumental
in arranging our chapter 11 exit financing and has provided
important leadership through the process," said Patrick J. Moore,
chairman and chief executive officer.  Mr. Murphy joined Smurfit-
Stone in May 2009.

Mr. Moore will lead the finance organization until a permanent
successor to Murphy is named.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Monitor Files 12th Report on Canada Unit
-------------------------------------------------------
Deloitte & Touche, Inc., the monitor in the proceedings under the
Companies' Creditors Arrangement Act commenced by Smurfit-Stone
Container Canada, Inc., et al., delivered its 12th monitor report
to the Superior Court of Justice (Commercial List) for the
Province of Ontario, in Canada.

The Monitor informs the Court that the purpose of the 12th Report
is to provide the Court with an update in respect of these
matters and to provide the Monitor's recommendation with respect
to the CCAA Entities' request for an extension of the stay period
to May 6, 2010:

  * ongoing operations of the CCAA Entities;
  * Chapter 11 Proceedings;
  * DIP Facility;
  * critical suppliers and pre-CCAA expenses;
  * cash flow forecast and results relative to forecast;
  * revised cash flow forecast;
  * restructuring efforts to date;
  * other matters; and
  * the Monitor's recommendation.

With regard to the CCAA Entities' ongoing operations, the Monitor
relates that they have worked diligently to stabilize their
operations and have maintained operations in the normal course
during the CCAA Proceedings.

Smurfit-Stone Container Corporation, during the week of January
4, 2010, restarted production at its mill located in Matane,
Quebec, which produces corrugated medium, the Monitor tells the
Court, and notes that the Matane mill was temporarily shut down
and SSCC began preparations to restart the mill in late 2009.

The Monitor also tells the Court about the Debtors' entry into an
exit Term Loan Facility and the ABL Credit Facility Commitment
and Fee Letters, in addition to various sales of miscellaneous
assets.

The Monitor reports that the CCAA Entities continue to enjoy a
good liquidity position.  Including the cash on hand as of
February 5, 2010, and the balance of the funds amounting $909,000
to be received from the sale of certain timberlands expected to
be collected during the week-ending March 5, 2010, the CCAA
Entities are projecting surplus liquidity to fund future
operations, the report said.  However, SSCC is projecting a
reduction in its cash position of $38,500,000 as of January 30,
2010, to a balance equaling $17,700,000 as of May 7, 2010,
representing a decrease of approximately $20,800,000.

A full-text copy of the Monitor's 12th Report is available for
free at http://bankrupt.com/misc/SSC12thMonRep.pdf

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Reports $8,000,000 Net Income for 2009
-----------------------------------------------------
A full-text copy of Smurfit-Stone's Annual Report ending
December 31, 2009, filed with the Securities and Exchange
Commission on Form 10-K is available at no charge
at http://tinyurl.com/ybcvazg

              Smurfit-Stone Container Corporation
                   Consolidated Balance Sheet
                    As of December 31, 2009

                             ASSETS

Current assets:
  Cash & cash equivalents                          $704,000,000
  Restricted cash                                     9,000,000
  Receivables, net                                  615,000,000
  Receivable for alt. energy tax                     59,000,000
  Retained interests                                          -
  Inventories
     Work-in-process & finished goods               105,000,000
     Materials and supplies                         347,000,000
                                                 --------------
     Total inventory                                452,000,000

  Refundable income taxes                            23,000,000
  Prepaid expenses & other current assets            43,000,000
                                                 --------------
Total current assets                             $1,905,000,000

Net property, plant & equipment                  $3,081,000,000
Timberlands, net                                      2,000,000
Deferred income taxes                                23,000,000
Other assets                                         66,000,000
                                                 --------------
Total assets                                     $5,077,000,000
                                                 ==============

          LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Liabilities not subject to compromise:
Current liabilities:
  Current maturities of long-term debt           $1,354,000,000
  Accounts payable                                  387,000,000
  Accrued compensation and payroll taxes            145,000,000
  Interest payable                                   12,000,000
  Income taxes payable                                        -
  Current deferred income taxes                               -
  Other current liabilities                         164,000,000
                                                 --------------
Total current liabilities                         2,062,000,000

Other long-term liabilities                         117,000,000
                                                 --------------
Total liabilities not subject to compromise       2,179,000,000

Liabilities subject to compromise                 4,272,000,000
                                                 --------------
Total liabilities                                $6,451,000,000

Stockholders' equity:
  Preferred stock                                  $104,000,000
  Common stock                                        3,000,000

Additional paid-in capital                        4,081,000,000
Retained earnings (deficit)                      (4,883,000,000)
Accumulated other comprehensive income(loss)       (679,000,000)
                                                 --------------
Total stockholders' equity(deficit)             ($1,374,000,000)

Total liabilities & stockholders' equity         $5,077,000,000
                                                 ==============

              Smurfit-Stone Container Corporation
              Consolidated Statement of Operations
              For the year ended December 31, 2009

Net sales                                        $5,574,000,000

Costs & expenses:
  Costs of goods sold                             5,023,000,000
  Spelling and administrative expenses              569,000,000
  Restructuring expense                             319,000,000
  Goodwill and intangible asset impairment                    -
(Gain) loss on disposal of assets                    3,000,000
  Other operating income                           (633,000,000)
                                                 --------------
Operating income(loss)                              293,000,000

Other income(expense):
  Interest expense, net                            (265,000,000)
  DIP debt issuance costs                           (63,000,000)
  Loss on early extinguishment of debt              (20,000,000)
  Foreign currency exchange gains(losses)           (14,000,000)
  Other, net                                         14,000,000
                                                 --------------
Loss before reorganization items & taxes            (55,000,000)
Reorganization items                                 40,000,000
                                                 --------------
Loss before income taxes                            (15,000,000)
(Provision for)benefit from income taxes             23,000,000
                                                 --------------
Net income(loss)                                     $8,000,000
                                                 ==============

              Smurfit-Stone Container Corporation
              Consolidated Statement of Cash Flow
              For the Year Ended December 31, 2009

Cash flows from operating activities:
  Net income(loss)                                   $8,000,000
  Adjustments to reconcile income to cash:
     Non-cash goodwill                                        -
     Loss on early extinguishment of debt            20,000,000
     Depreciation, depletion, & amortization        364,000,000
     DIP debt issuance costs                         63,000,000
     Amortization of deferred debt issuance           6,000,000
     Deferred income taxes                          (26,000,000)
     Pension and postretirement benefits             76,000,000
    (Gain)loss on disposal of assets                  3,000,000
     Non-cash restructuring (income)expense         250,000,000
     Non-cash stock-based compensation                9,000,000
     Non-cash foreign currency exchange              14,000,000
     Non-cash reorganization items                  (96,000,000)
     Change in restricted cash                       (9,000,000)
     Change in operating assets & liabilities:
        Receivable and retained interest             (4,000,000)
        Receivable for alternative energy tax       (59,000,000)
        Inventories                                  55,000,000
        Prepaid expenses & other current assets     (13,000,000)
        Accounts payable & accrued liabilities      219,000,000
        Interest payable                            165,000,000
     Other, net                                      49,000,000
                                                 --------------
Net cash provided by operating activities        $1,094,000,000

Cash flows from investing activities:
  Expenditures for property, plant & equip.       ($172,000,000)
  Proceeds from property disposals                   48,000,000
  Advances to affiliates, net                       (15,000,000)
                                                 --------------
Net cash provided by(used for) investing          ($139,000,000)
  activities

Cash flows from financing activities:
  Proceeds from DIP financing                       440,000,000
  Repayments for DIP financing                     (440,000,000)
  Proceeds from long-term debt                                -
  Net borrowings(repayments)                         71,000,000
  Debt repurchase premiums                                    -
  Repurchase of receivables                        (385,000,000)
  DIP debt issuance costs                           (63,000,000)
  Preferred dividends paid                                    -
  Proceeds from exercise of stock options                     -
  Deferred debt issuance costs                                -
                                                 --------------
Net cash provided by(used for) financing          ($377,000,000)
  activities

Increase(decrease) in cash and cash                $578,000,000
  equivalents

Cash and cash equivalents:
  Beginning of year                                 126,000,000
  End of year                                      $704,000,000
                                                 ==============

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SOUTH BAY EXPRESSWAY: Proposes to Honor Employee Obligations
------------------------------------------------------------
South Bay Expressway, L.P., and California Transportation
Ventures, Inc., seek entry of interim and final orders from the
Court, authorizing, but not directing, them in their sole
discretion to pay prepetition claims, honor obligations, and to
continue programs, in the ordinary course of business and
consistent with past practice relating to (i) unpaid compensation,
deductions, withheld amounts and payroll taxes, (ii) reimbursable
expenses, and (iii) employee benefits.

The Debtors estimate that as of the Petition Date, a total of
$238,000 has accrued and remains unpaid on account of prepetition
employee obligations.  The Debtors have 53 employees as of the
Petition Date.

The Debtors' last regularly-scheduled payday was March 19, 2010,
which paid Employees' wage, salary and other obligations through
March 12, 2010.  Accordingly, in accordance with their ordinary
payroll schedule prior to the Petition Date, as of March 22, 2010,
10 days' worth of prepetition Employee wage, salary and other
obligations have accrued and remain unpaid.

In addition, certain Employees may be entitled to unpaid
compensation because discrepancies may exist between the amounts
paid and the amounts that should have been paid, and some payroll
or invoice checks issued to Employees prior to the Petition Date
may not have been presented for payment and have not been honored
and paid as of the Petition Date.

The Debtors' Employee Obligations consist of:

  (a) wages, salaries and compensation:

      * wage obligations;
      * independent contractor compensation;
      * temporary employees obligation; and
      * gross pay deductions, governmental withholdings and
        payroll taxes;

  (b) reimbursable expenses; and

  (c) employee benefits:

      * medical, prescription drug, dental and vision plans;
      * flexible benefit plan;
      * paid time off;
      * workers compensation;
      * 401(k) plan;
      * employee assistance program; and
      * life, accident and disability benefits, including life
        and accidental death and dismemberment insurance, and
        disability benefits.

Granting the relief sought affects only the timing of payments to
Employees, and does not negatively affect recoveries for general
unsecured creditors, R. Alexander Pilmer, Esq., at Kirkland &
Ellis LLP, in Los Angeles, California, contends.  He asserts that
the relief requested will benefit the Debtors' bankruptcy estates
and creditors by allowing the Debtors' business operations to
continue without interruption.

Mr. Pilmer says in the absence of the sought payments, the
Debtors' Employees may seek alternative employment opportunities,
which would deplete the Debtors' workforce and likely diminish
creditors' confidence in the Debtors.  The Debtors also believe
that the loss of valuable Employees would be a costly distraction
at a time when they should be focusing on stabilizing their
operations.

                     U.S. Trustee Objects

Tiffany L. Carroll, Acting United States Trustee for Region 15,
tells the Court that she does not object to payment of prepetition
wages so long as each employee is paid under the cap set forth in
Section 507(a)(4) of the Bankruptcy Code.  She contends that the
Debtors' request does not include a chart or schedule to reflect
that they are seeking to pay under the cap for each employee.

Accordingly, Ms. Carroll objects to the proposed order granting
the request because the order does not have a breakdown of the
wages.  She asks the Court to direct the inclusion of the
breakdown as part of the order.

                        Debtors Respond

The Debtors inform the Court that on March 24, 2010, they provided
the U.S. Trustee with a schedule of prepetition amounts owed to
the Employees.  In addition, the Debtors note, they will submit a
revised proposed order that will clarify that all amounts paid to
the Employees will not exceed the caps set forth in Sections
507(a)(4) and (5).

                         *     *     *

The Court granted the Debtors' request on an interim basis.

                    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).


SOUTH BAY EXPRESSWAY: Proposes to Maintain Customer Programs
------------------------------------------------------------
Maintaining the loyalty and goodwill of customers is fundamental
to South Bay Expressway, L.P., and California Transportation
Ventures, Inc.'s reorganization efforts, relates R. Alexander
Pilmer, Esq., at Kirkland & Ellis LLP, in Los Angeles, California.
He notes that the crux of the Debtors' revenue -- electronically
paid tolls -- relies on customer confidence that traveling on the
South Bay Expressway, also known as State Road 125, in Southern
California, will provide time and cost savings.

To maintain the loyalty and goodwill of their customers, the
Debtors in the ordinary course of business maintain customer-
related programs to encourage electronic toll payment, enhance
customer convenience and satisfaction, and ensure that drivers
continue to utilize the Expressway.

Accordingly, the Debtors seek the Court's authority, but not
direction, to honor outstanding obligations and, where applicable,
make payments to customers, in connection with the Customer
Programs, including obligations related to the prepaid tolls,
interoperability agreements, Chula Vista toll credit program, fee
waivers, and miscellaneous toll credits.

The Debtors also ask the Court for an order that all applicable
financial institutions be authorized to receive, process, honor
and pay all checks presented for payment and to honor all
electronic payment requests made by the Debtors related to their
prepetition obligations, whether the checks were presented or
electronic requests were submitted prior to or after the Petition
Date.

The Customer Programs are an important aspect of the Debtors'
business, Mr. Pilmer avers.  Hence, he asserts, maintaining and
honoring the Customer Programs will be even more important as the
Debtors embark on their Chapter 11 restructuring initiatives.
Indeed, the Debtors believe that the ability to honor their
Customer Program Obligations is necessary to retain their
recipient customer base and ensure a smooth transition into
Chapter 11.

The Debtors' Customer Programs can generally, but not exclusively,
be categorized as:

  (a) prepaid tolls;
  (b) interoperability agreements;
  (c) toll credit programs;
  (d) fee waivers;
  (e) miscellaneous toll credits; and
  (f) special pricing arrangements.

The Customer Programs generally do not involve cash payments, but
rather consist mostly of credits against prepaid accounts and
account credits.  Other than remitting amounts on account of the
Interoperability Agreements, the Debtors generally make little to
no cash payments on account of the Customer Programs.

Almost all of the Customer Programs are comprised of items that do
not typically represent cash payments:

  * customers' prepaid toll balances, which are applied to
    customers' subsequent toll usage in the ordinary course of
    business;

  * customers' toll credits under the Toll Credit Program, which
    are paid out of the Toll Credit Funds, held in trust by the
    Debtors as trustee for the Chula Vista Toll Credit Program;

  * fee waivers, which reduce amounts owed on customers'
    accounts;

  * miscellaneous toll credits, which are applied to customers'
    accounts and credited against subsequent toll charges; and

  * special pricing arrangements, which are offered from time to
    time, that offer customers opportunities to purchase prepaid
    tolls at reduced rates.

If the Debtors do not honor their Customer Programs, Mr. Pilmer
argues, the Debtors would alienate customers, who pay their tolls
electronically, which account for approximately 75% of the
Debtors' toll transactions.  He asserts that the Debtors would
risk isolating customers, who rely on the Customer Programs for
discounted toll rates, possibly encouraging them to forego using
the Expressway in favor of free highways.

The Debtors believe that they do not need to request authority to
maintain the Chula Vista Toll Credits Program, as the Toll Credit
Funds are held in trust pursuant to the Toll Credits Trust
Agreement, and thus, are not property of the bankruptcy estate
under Section 541(b) of the Bankruptcy Code.

Mr. Pilmer assures the Court that the Debtors have sufficient
funds to pay the amounts relating to the Customer Programs in the
ordinary course of business by virtue of expected cash flows from
ongoing business operations and anticipated access to cash
collateral.

                    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).


SOUTH BAY EXPRESSWAY: Wants to Access Lenders' Cash Collateral
--------------------------------------------------------------
As of the Petition Date, South Bay Expressway, L.P., and
California Transportation Ventures, Inc., had outstanding funded
debt of $510 million, comprised of a $340 million first-priority
secured construction and term loan and a $170 million pari passu
first-priority secured Transportation Infrastructure Finance and
Innovation loan from the United States Department of
Transportation.

The TIFIA Loan, together with a security agreement, an
intercreditor agreement, a collateral agency and account agreement
and other documents, were executed simultaneously on May 22, 2003.
Additionally, the Debtors are party to three interest rate swap
agreements and eight outstanding letters of credit.

In the normal course of business, the Debtors use cash on hand and
cash flow from operations to fund working capital, capital
expenditures, research and development efforts, and for other
general corporate purposes, relates R. Alexander Pilmer, Esq., at
Kirkland & Ellis LLP, in Los Angeles, California.  Mr. Pilmer
notes that an inability to use these funds during the Chapter 11
cases could cripple the Debtors' business operations.

Accordingly, the Debtors (i) seek authority from the United States
Bankruptcy Court for the Southern District of California, to use
on an interim and final basis, cash collateral pursuant to
Sections 361 and 363 of the Bankruptcy Code, (ii) ask the Court to
approve the form of adequate protection provided to the
Prepetition Senior Secured Lenders pursuant to Sections 361, 362
and 363 of the Bankruptcy Code, and (iii) ask the Court to
schedule a final hearing on their request to consider entry of the
Final Cash Collateral Order.

The Debtors must use their cash to, among other things, continue
the operation of their businesses in an orderly manner, maintain
business relationships with vendors, suppliers and customers, pay
employees, and satisfy other working capital and operation needs -
- all of which are necessary to preserve and maintain the Debtors'
going concern value and, ultimately, effectuate a successful
reorganization, Mr. Pilmer explains.

The entities with an interest in the Cash Collateral are Banco
Bilbao Vizcaya Argentaria, S.A., as Administrative Agent; the
Senior Loan Lenders; the United States Department of
Transportation; and Wells Fargo Bank, National Association, as
Collateral Agent.

Mr. Pilmer informs the Court that the Lenders have consented to
the Debtors' use of the Cash Collateral in the ordinary course of
business, in exchange for the Debtors providing adequate
protection against any diminution in value of the Lenders'
interests in the Cash Collateral.  The Debtors have agreed to
provide the Lenders with the various forms of adequate protection,
including, primarily, (i) Postpetition Replacement Liens, (ii)
Postpetition Superpriority Claims, and (iii) Adequate Protection
Payments.

The Debtors submit, and the Lenders agree, that the proposed
Adequate Protection Obligations proposed for the benefit of the
Lenders are necessary and appropriate under the circumstances of
the bankruptcy cases to ensure the Debtors are able to continue
using Cash Collateral.

Mr. Pilmer further notes that nothing in the Proposed Cash
Collateral Order will authorize the disposition of any assets of
the Debtors or their estates outside the ordinary course of
business or other proceeds resulting from the disposition, except
in accordance with a 13-Week Cash Flow Budget, a copy of which can
be obtained for free at:

     http://bankrupt.com/misc/SBX_13-WeekBudget_03242010.pdf

Costs relating to Project Completion must be approved by the
"Project Independent Engineer" pursuant to Secured Loan Documents
and the Debtors will not, without the consent of the
Administrative Agent and TIFIA, incur any costs relating to
Project Completion (other than in respect of the Park Betterments)
that is more than 110% of the amounts reflected on the Budget
relating to Project Completion, nor will the Debtors, without the
consent of the Administrative Agent and TIFIA, incur any costs
relating to the Park Betterments that is more than the amount
available under the letter of credit posted in respect of Park
Betterments and the overall cost to complete the Park Betterments
will not exceed the letter of credit.

All authority to use Cash Collateral will cease on the date that
is the earliest to occur of: (a) the passage of 35 days after
entry of the Order if the Final Order will not have been entered
by the Bankruptcy Court on or before that date; (b) September 30,
2010, unless a plan has been filed that contains terms relating to
the treatment of the secured claims of the Secured Financing
Parties that are reasonably acceptable to the Secured Financing
Parties or provides for payment in full in cash on the effective
date of the plan of the Prepetition Obligations, has been filed
and then the date that may be mutually agreed but in no event
later than the effective date of the plan; (c) the occurrence and
continuation of an Event of Default and two business days' prior
written notice from the Secured Financing Parties; (d)
consummation of a sale of all or substantially all of the assets
of the Debtor; or (e) the effective date of the plan related to
the Debtors and its assets.

Without use of the Cash Collateral, the Debtors will have no
ability to operate their business to the detriment of their
bankruptcy estates, Mr. Pilmer tells the Court.  The Debtors,
therefore, seek immediate authority to use the Cash Collateral as
set forth in their proposed Interim Cash Collateral Order, which
also contains a carve-out for unpaid fees and expenses of
professionals employed retained by the Debtors.

A copy of the proposed Interim Cash Collateral Order can be
obtained for free at:

   http://bankrupt.com/misc/SBX_CashColl_Prop_IOrder_032210.pdf

                          Objections

A. Otay River Constructors

Otay River Constructors, holder of substantial secured and
unsecured claims against the Debtors and the largest creditor in
their bankruptcy cases, relates that the cases fundamentally
involve disputes between secured creditors, principally ORC, the
Senior Lenders, and the Federal Highway Administration, who
together hold claims in excess of the value of the Debtors'
assets.

The Debtors' role and responsibilities, and their ability to spend
the creditors' money, should be controlled accordingly, David
Osias, Esq., at Allen Matkins Leck Gamble Mallory & Natsis LLP, in
San Diego, California -- dosias@allenmatkins.com -- contends.  The
Court should, therefore, approve only those expenditures of cash
collateral, and only those protections demanded by the Senior
Secured Lenders, that are strictly necessary to maintain and
preserve the value of the Debtors' business pending a further
hearing on a more complete record, he adds.

ORC does not object to the Court allowing the Debtors on an
interim basis to pay basic operating expenses until the Court can
conduct a hearing on a more complete record, Mr. Osias explains.
Thus, with respect to these expenses, ORC asks the Court to
consider whether a given expenditure needs to be made immediately,
on a limited record, and whether the Debtors demonstrated that a
given expenditure is likely to benefit the bankruptcy estates.

Among the expenditures noted by ORC are the completion of
construction of certain "park betterments" at a combined cost of
roughly $8.35 million, retention of "preeminent" professionals,
and lender protections replacement liens.

ORC also asks the Court not to approve "some of the more dramatic
Events of Default" that the Debtors have proposed, including the
Event triggered by the Court's granting relief from stay with
respect to the Senior Secured Lenders' collateral.  Mr. Osias
contends that the Court should reserve for itself the ability to
grant relief from stay, if it finds the requisite "cause" to allow
the lien-priority dispute to proceed in Superior Court.

B. Caltrans

The state of California, acting through the Department of
Transportation, contends that several provisions of the proposed
stipulated cash collateral order are overreaching and prejudicial
to the Debtors' creditors and other parties-in-interest.

Among Caltrans' significant interests in the Debtors' bankruptcy
cases include its fee ownership of the land upon which the
Expressway has been built, and its interest as lessor under the
lease agreement governing the Debtors' use of that real property.

Caltrans contends that these proposed provisions in the Cash
Collateral Order are prejudicial to the Debtors, their creditors
and bankruptcy estates, and thus, should not be approved:

  -- asset disposition authority;
  -- restrictions on a plan of reorganization;
  -- excessive adequate protection; and
  -- protections for the Debtors upon events of default.

                         *     *     *

At a hearing held March 26, 2010, the Court did not approve the
Debtors' proposed Interim Cash Collateral Order, and instead
continued the hearing to April 1.

Parties have until March 29, 2010, to file objections.  Responses
are due March 30.

The Final Cash Collateral hearing is set for April 22, 2010.

                    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).


SOUTH BAY EXPRESSWAY: Gets April 21 Schedules Filing Deadline
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
extended, at the behest of South Bay Expressway, L.P., and
California Transportation Ventures, Inc., the deadline for the
filing of schedules of assets and liabilities, schedules of
executory contracts and unexpired leases, and statements of
financial affairs by an additional 16 days until April 21, 2010.

The Debtors said that due to the numerous critical operational
matters that its limited accounting and legal personnel must
address in the early days of the Chapter 11 cases and the fact
that certain prepetition invoices have not yet been received or
entered into the Debtors' financial accounting system, the Debtors
anticipate that they will be unable to complete the schedules and
statements within the previous 14-day filing period.  The Debtors
have over 40,000 known creditors and the conduct and operation of
the Debtors' business operations require them to maintain
voluminous records and complex accounting systems.

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).


SOUTH BAY EXPRESSWAY: Taps Epiq bankruptcy as Claims Agent
----------------------------------------------------------
South Bay Expressway, L.P., and California Transportation
Ventures, Inc., have sought authorization from the U.S. Bankruptcy
Court for the Southern District of California to employ Epiq
Bankruptcy Solutions, LLC, as notice, claims and balloting agent.

Epiq will, among other things:

     a. prepare and serve a variety of documents on behalf of the
        Debtors in their Chapter 11 cases;

     b. maintain an official claims register in the Debtors'
        Chapter 11 cases by docketing all proofs of claim and
        proofs of interest in a database;

     c. provide access to the public for examination of copies of
        the proofs of claims and proofs of interests filed in
        the Debtor's Chapter 11 cases; and

     d. print ballots and coordinate the mailing of solicitation
        packages to all voting and non-voting parties and
        providing a certificate or affidavit of service with
        respect thereto.

Epiq will be paid based on its service agreement with the Debtors,
a copy of which is available for free at:

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

James Katchadurian, an Executive Vice President of Epiq, assures
the Court that the firm is "disinterested" as that term is defined
in Section 101(14) of the Bankruptcy Code.

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).


STATION CASINOS: Files Chapter 11 Plan of Reorganization
--------------------------------------------------------
Station Casinos, Inc., FCP PropCo, LLC, and their Debtor
affiliates delivered to Judge Gregg W. Zive of the U.S. Bankruptcy
Court for the District of Nevada a Joint Chapter 11 Plan of
Reorganization and an accompanying Disclosure Statement on
March 24, 2010.

Station Casinos Inc. said in a statement that as part of the
comprehensive plan, the mortgage lenders to FCP Propco, LLC (the
"Propco Lenders"), holding debt secured by Red Rock Casino Resort
Spa, Palace Station, Boulder Station, and Sunset Station (the
"Propco Properties"), will become the equity owners of a newly-
formed company and will sell 46% of the equity to Frank Fertitta
III and Lorenzo Fertitta, who will make a significant new
investment to purchase their equity in the new company.   The
remaining equity will be owned primarily by the Propco Lenders and
Colony Capital, who will also be making a new investment in the
company.  Fertitta Gaming, an entity owned by the Fertittas, will
also manage the Propco Properties under a long-term management
agreement.

The Joint Plan of Reorganization also calls for the Company to
seek to conduct a sale process for the remaining assets of the
Company under the supervision of the Bankruptcy Court.

"Reaching a deal on the Propco Properties marks a significant step
toward the restructuring of Station Casinos," said Frank Fertitta
III, Chairman of the Board and Chief Executive Officer of Station
Casinos.  "I'm committed to the successful reorganization of the
Company that my family founded," Fertitta said.

The Company said that it anticipates that the plan will be
confirmed by the Bankruptcy Court later this summer and, subject
to regulatory approvals, for the Debtors to emerge from bankruptcy
before the end of the year.

Lazard is acting as exclusive financial advisor to the Debtors in
connection with the reorganization and Milbank, Tweed, Hadley &
McCloy LLP serves as lead counsel to the Debtors.

In addition to customary Chapter 11 proceedings, the completion of
the transaction is subject to Hart-Scott-Rodino and other
antitrust reviews and customary closing conditions.

The Plan Debtor affiliates are:

  (a) The three entities that own the existing equity interests
      in SCI:

      * FCP Holding, Inc. (owner of 74.8294% of non-voting stock
        in SCI);

      * Fertitta Partners, LLC (owner of 25.1706% of non-voting
        stock in SCI); and

      * FCP VoteCo, LLC (owner of 100% of voting stock in SCI);

  (b) Four entities that are direct or indirect wholly owned
      subsidiaries of SCI -- the "Other Opco Debtors":

      * Northern NV Acquisitions, LLC;
      * Tropicana Station, LLC;
      * River Central, LLC; and
      * Reno Land Holdings, LLC; and

  (c) The nine entities that comprise the "MezzCo" debtors:

      * FCP MezzCo Parent, LLC;
      * FCP MezzCo Parent Sub, LLC;
      * FCP MezzCo Borrower VII, LLC;
      * FCP MezzCo Borrower VI, LLC;
      * FCP MezzCo Borrower V, LLC;
      * FCP MezzCo Borrower IV, LLC;
      * FCP MezzCo Borrower III, LLC;
      * FCP MezzCo Borrower II, LLC; and
      * FCP MezzCo Borrower I, LLC.

According to the Debtors, the Plan has the support of creditors
holding substantially all the Claims against Propco and the Mezzco
Debtors.  Those creditors include: (i) the Mortgage Lenders to
Propco, who collectively are owed approximately $1.8 billion in
principal amount; (ii) the lenders to each of the Mezzco Debtors,
who collectively are owed approximately $675 million in principal
amount from their respective borrowers; and (iii) Propco's Swap
Counterparty, which holds an unsecured Claim against Propco that
constitutes the vast majority of third party unsecured claims
against Propco.

Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy LLP, Los
Angeles, California, -- paronzon@milbank.com -- relates that
although the Chapter 11 Cases are jointly administered pursuant to
a Court order, the Debtors are not proposing the substantive
consolidation of each of their bankruptcy estates.  Thus, the Plan
is really 18 distinct Chapter 11 plans, one separate plan for each
Debtor.  However, because many of the procedural provisions of
those separate plans are the same, and to save the Debtors'
estates the cost of duplicative efforts to draft multiple
disclosure statements and separately solicit approval of multiple
plans, the Debtors are submitting a single Plan and Disclosure
Statement.

                Treatment of Claims and Interests

The Plan separates the various claims into 63 separate classes and
classifies the Interests into 18 classes:

(1) Administrative Claims and Other Priority Claims

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
N/A      Administrative          To be paid in full, in cash.
          Expense Claims          Unimpaired, not entitled to
                                  vote.

N/A      Fee Claims              To be paid in full, in cash, in
                                  the amount of allowed by the
                                  Court.  Unimpaired, not
                                  entitled to vote.

N/A      Priority Tax Claims     To be paid in full, in cash.
                                  Unimpaired, not entitled to
                                  vote.

N/A      Other Priority Claims   To be paid in full, in cash.
                                  Unimpaired, not entitled to
                                  vote.

(2) Claims and Equity Interests against Parent Debtors

(a) FCP Holding, Inc.

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
FHI.1   Prepetition Mortgage     Extinguished and discharged
         Loan Guaranty Claims     with no recovery.  Impaired,
                                  deemed to reject.

FHI.2   Prepetition Mezzanine    Extinguished and discharged
         Claims Loan Guaranty     with no recovery.  Impaired,
                                  deemed to reject.

FHI.3   Land Loan Guaranty       Extinguished and discharged
         Claims                   with no recovery.  Impaired,
                                  deemed to reject.

FHI.4   General Unsecured        Extinguished and discharged
         Claims                   with no recovery.  Impaired,
                                  deemed to reject.

FHI.5   Intercompany Claims      Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

FHI.6   Equity Interests         Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

(b) Fertitta Partners LLC

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
FP.1    Prepetition Mortgage     Extinguished and discharged
         Loan Guaranty Claims     with no recovery.  Impaired,
                                  deemed to reject.

FP.2    Prepetition Mezzanine    Extinguished and discharged
         Loan Guaranty Claims     with no recovery.  Impaired,
                                 deemed to reject.

FP.3    Land Loan Guaranty       Extinguished and discharged
         Claims                   with no recovery.  Impaired,
                                  deemed to reject.

FP.4    General Unsecured Claims Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

FP.5    Intercompany Claims      Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

FP.6    Equity Interests         Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

(c) FCP Voteco, LLC

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
VC.1    Prepetition Mortgage     Extinguished and discharged
         Loan Guaranty Claims     with no recovery.  Impaired,
                                  deemed to reject.

VC.2    Prepetition Mezzanine    Extinguished and discharged
         Loan Guaranty Claims     with no recovery.  Impaired,
                                  deemed to reject.

VC.3    Land Loan Guaranty       Extinguished and discharged
         Claims                   with no recovery.  Impaired,
                                  deemed to reject.

VC.4    General Unsecured Claims Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

VC.5    Intercompany Claims      Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

VC.6    Equity Interests         Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

(3) Claims and Equity Interests against Propco

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
P.1     Other Secured Claims     Payment in full in cash or
                                  otherwise left unimpaired.
                                  Unimpaired, deemed to accept.

                                  Est. Recovery: 100%

P.2     Prepetition Mortgage     Will receive, on account, and
         Loan Claims              in full satisfaction, of those
                                  Claims:

                                  * the New Propco Transferred
                                    Assets; and

                                  * their respective Pro Rata
                                    shares of (i) Propco Excess
                                    Effective Date Cash; and
                                    (ii) any recoveries received
                                    by Propco on account of any
                                    claims Propco has against
                                    SCI.

                                  Impaired, entitled to vote.

P.3     General Unsecured Claims Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

P.4     Intercompany Claims      Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

P.5     Equity Interests         Surrendered to FCP MezzCo
                                  Borrower I, LLC, in
                                  satisfaction of its pledge of
                                  those Equity, then immediately
                                  will be cancelled with no
                                  recovery.  Impaired, deemed to
                                  reject.

(4) Claims and Equity Interests against Mezzco Debtors

(a) FCP MezzCo Parent, LLC

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
MP.1    General Unsecured Claims Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

MP.2    Intercompany Claims      Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

MP.3    Equity Interests         Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

(b) FCP MezzCo Parent Sub, LLC

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
MS.1    General Unsecured Claims Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

MS.2    Intercompany Claims      Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

MS.3    Equity Interests         Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

(c) FCP Mezzco Borrower VII, LLC

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
M7.1    General Unsecured Claims Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

M7.2    Intercompany Claims      Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

M7.3    Equity Interests         Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

(d) FCP Mezzco Borrower VI, LLC

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
M6.1    General Unsecured Claims Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

M6.2    Intercompany Claims      Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

M6.3    Equity Interests         Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

(e) FCP Mezzco Borrower V, LLC

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
M5.1    General Unsecured Claims Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

M5.2    Mezz IV Pledge Claims    Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

M5.3    Intercompany Claims      Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

M5.4    Equity Interests         Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

(f) FCP Mezzco Borrower IV, LLC

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
M4.1    Mezz IV Loan Claims      Equity Interests in FCP Mezzco
                                  Borrower III, LLC; Upon receipt
                                  will be extinguished and
                                  discharged with no recovery.
                                  Impaired, entitled to vote.

M4.2    General Unsecured Claims Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

M4.3    Intercompany Claims      Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

M4.4    Equity Interests         Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

(g) FCP Mezzco Borrower III, LLC

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
M3.1    Mezz III Loan Claims     Equity Interests in FCP
                                  Mezzco Borrower II, LLC; Upon
                                  receipt will be extinguished
                                  and discharged with no
                                  recovery.  Impaired, Entitled
                                  to Vote.

M3.2    General Unsecured Claims Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

M3.3    Intercompany Claims      Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

M3.4    Equity Interests         Deemed surrendered to the
                                  Holders of Mezz IV Loan Claims
                                  in satisfaction of its pledge
                                  of those Equity Interests;
                                  extinguished and discharged
                                  with no recovery immediately
                                  upon surrender.  Impaired,
                                  deemed to reject.

(h) FCP Mezzco Borrower II, LLC

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
M2.1    Mezz II Loan Claims      Equity Interests in FCP Mezzco
                                  Borrower I, LLC; Upon receipt
                                  will be extinguished and
                                  discharged with no recovery.
                                  Impaired, entitled to vote.

M2.2    General Unsecured Claims Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

M2.3    Intercompany Claims      Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

M2.4    Equity Interests         Deemed surrendered to the
                                  Holders of Mezz III Loan Claims
                                  in satisfaction of its pledge
                                  of those Equity Interests;
                                  extinguished and discharged
                                  with no recovery immediately
                                  upon surrender.  Impaired,
                                  deemed to reject.

(i) FCP Mezzco Borrower I, LLC

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
M1.1    Mezz I Loan Claims       Equity Interests in Propco;
                                  Upon receipt will be
                                  extinguished and discharged
                                  with no recovery.  Impaired,
                                  entitled to vote.

M1.2    General Unsecured Claims Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

M1.3    Intercompany Claims      Extinguished and discharged
                                  with no recovery.  Impaired,
                                  deemed to reject.

M1.4    Equity Interests         Deemed surrendered to the
                                  Holders of Mezz II Loan Claims
                                  in satisfaction of its pledge
                                  of those Equity Interests;
                                  extinguished and discharged
                                  with no recovery immediately
                                  upon surrender.  Impaired,
                                  deemed to reject.

(5) Claims and Equity Interests against SCI

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
S.1     Other Secured Claims     Paid in full in Cash or
                                  otherwise left Unimpaired.  The
                                  legal, equitable and
                                  contractual rights of the
                                  Holders of Class S.1 Claims are
                                  unaltered by the Plan.
                                  Unimpaired, deemed to accept.

                                  Est. Recovery: 100%

S.2     Prepetition Opco         Pro Rata shares of
         Secured Claims           Distributable New Opco Plan
                                  Consideration.  Impaired,
                                  entitled to vote.

S.3     Master Lease Rejection   Transfer from SCI of all
         Damage Claim             Master Lease Collateral, plus
                                  Pro Rata share of any
                                  Distributable New Opco Plan
                                  Consideration Available to
                                  Classes S.3 - S.7 after
                                  satisfaction in full of Class
                                  S.2.  Impaired, entitled to
                                  vote.

S.4     General Unsecured        Pro Rata share of any
         Claims                   Distributable New Opco Plan
                                  Consideration Available to
                                  Classes S.3 - S.7 after
                                  satisfaction in full of Class
                                  S.2.  Impaired, voting
                                  entitlement still to be
                                  decided.

S.5     Senior Notes Claims      Pro Rata share of any
                                  Distributable New Opco Plan
                                  Consideration Available to
                                  Classes S.3 - S.7 after
                                  satisfaction in full of Class
                                  S.2; plus any distributions
                                  that would otherwise be made
                                  to Class S.6 in the absence of
                                  contractual subordination.
                                  Impaired, voting entitlement
                                  still to be decided.

S.6     Subordinated Notes       Extinguished and discharged
         Claims                   with no recovery.  Impaired,
                                  voting entitlement still to be
                                  decided.

S.7     Mortgage Lender Claims   Pro Rata share of any
         against SCI              Distributable New Opco Plan
                                  Consideration Available to
                                  Classes S.3 - S.7 after
                                  satisfaction in full of
                                  Class S.2.  Impaired, entitled
                                  to vote.

S.8     Convenience Class        Claims treatment, recovery,
                                  impairment status and voting
                                  entitlement are still to be
                                  decided.

S.9     Intercompany Claims      Claims treatment and recovery
                                  are still to be decided.
                                  Impaired, deemed to reject.

S.10    Equity Interests         Deemed surrendered to the
                                  Holders of Mezz I Loan Claims
                                  in satisfaction of pledge of
                                  those Equity Interests;
                                  extinguished and discharged
                                  with no recovery immediately
                                  upon surrender.  Impaired,
                                  deemed to reject.

(6) Claims and Equity Interests against Other Opco Debtors

(a) Northern NV Acquisitions, LLC

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
NA.1    Other Secured Claims     Paid in full in Cash or
                                  otherwise left Unimpaired.
                                  The legal, equitable and
                                  contractual rights of the
                                  Holders of Class NA.1 Claims
                                  are unaltered by the Plan.

                                  Est. Recovery: 100%

                                  Unimpaired, Deemed to Accept.

NA.2    General Unsecured Claims Pro Rata share of that amount,
                                  if any, of Distributable New
                                  Opco Plan Consideration
                                  allocable to the Debtor.
                                  Unimpaired, Deemed to Accept.

NA.3    Equity Interests         Pro Rata share of that amount,
                                  if any, of Distributable New
                                  Opco Plan Consideration
                                  allocable to the Debtor, after
                                  satisfaction in full of all
                                  Claims in Classes NA.1 and
                                  NA.2.  Impairment status and
                                  voting entitlement are still to
                                  be decided.

(b) Reno Land Holdings, LLC

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
RL.1    Other Secured Claims     Paid in full in Cash or
                                  otherwise left Unimpaired.
                                  The legal, equitable and
                                  contractual rights of the
                                  Holders of Class RL.1 Claims
                                  are unaltered by the Plan.

                                  Est. Recovery: 100%

                                  Unimpaired, Deemed to Accept.

RL.2    General Unsecured Claims Pro Rata share of that amount,
                                  if any, of Distributable New
                                  Opco Plan Consideration
                                  allocable to the Debtor.
                                  Unimpaired, Deemed to Accept.

RL.3    Equity Interests         Pro Rata share of that amount,
                                  if any, of Distributable New
                                  Opco Plan Consideration
                                  allocable to the Debtor, after
                                  satisfaction in full of all
                                  Claims in Classes RL.1 and
                                  RL.2.  Impairment status and
                                  voting entitlement are still to
                                  be decided.

(c) River Central, LLC

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
RC.1    Other Secured Claims     Paid in full in Cash or
                                  otherwise left Unimpaired.
                                  The legal, equitable and
                                  contractual rights of the
                                  Holders of Class RC.1 Claims
                                  are unaltered by the Plan.

                                  Est. Recovery: 100%

                                  Unimpaired, Deemed to Accept.

RC.2    General Unsecured Claims Pro Rata share of that amount,
                                  if any, of Distributable New
                                  Opco Plan Consideration
                                  allocable to the Debtor.
                                  Unimpaired, Deemed to Accept.

RC.3    Equity Interests         Pro Rata share of that amount,
                                  if any, of Distributable New
                                  Opco Plan Consideration
                                  allocable to the Debtor, after
                                  satisfaction in full of all
                                  Claims in Classes RC.1 and
                                  RC.2.  Impairment status and
                                  voting entitlement are still to
                                  be decided.

(d) Tropicana Station, LLC

Class      Designation           Treatment & Recovery
-----      -----------           --------------------
TS.1    Other Secured Claims     Paid in full in Cash or
                                  otherwise left Unimpaired.
                                  The legal, equitable and
                                  contractual rights of the
                                  Holders of Class RC.1 Claims
                                  are unaltered by the Plan.

                                  Est. Recovery: 100%

                                  Unimpaired Deemed to Accept.

TS.2    General Unsecured Claims Pro Rata share of that amount,
                                  if any, of Distributable New
                                  Opco Plan Consideration
                                  allocable to the Debtor.
                                  Unimpaired, deemed to accept.

TS.3    Equity Interests         Pro Rata share of that amount,
                                  if any, of Distributable New
                                  Opco Plan Consideration
                                  allocable to the Debtor, after
                                  satisfaction in full of all
                                  Claims in Classes TS.1 and
                                  TS.2.  Impairment status and
                                  voting entitlement are still to
                                  be decided.

                       Voting Instructions

If a holder of a claim is entitled to vote on the Plan, a Ballot
will be enclosed with the Disclosure Statement.  If the holder of
a claim is entitled to vote in more than one Class, a claimholder
will receive separate Ballots for each Claim or Equity Interest,
which must be used for each separate Class of Claims and Equity
Interests.  The holder of a claim is advised to refer to its
Ballot and the Disclosure Statement Order for more specific
instructions on voting on the Plan.

The ballots should be return to this address:

  Station Casinos Ballot Processing Center
  c/o Kurtzman Carson Consultants LLC
  2335 Alaska Avenue
  El Segundo, CA 90295

                          Inquiries

If holder of a Claim or Equity Interest entitled to vote on the
Plan and did not receive a Ballot, received a damaged Ballot, or
lost a Ballot, or if they have questions about the procedures for
voting their Claim or Equity Interest, or about the packet of
materials that they received, they may contact Kurtzman Carson
Consultants LLC.

If a holder of a Claim wish to obtain additional copies of the
Plan, the Disclosure Statement, or the exhibits to those
documents, at their own expense, they may contact Milbank, Tweed,
Hadley & McCloy LLP, at 601 South Figueroa Street, in Los Angeles,
California.  Mibank Tweed can be reach at (213) 892-4000.
Attention: Robert C. Shenfeld, Esq. -- rshenfeld@milbank.com

       Transfer of Propco-Related Assets to New Propco

Propco's obligations to the Mortgage Lenders are secured by Red
Rock Casino Resort Spa, Palace Station, Boulder Station, and
Sunset Station and certain related assets -- "Propco Properties."
Under the Plan, the Propco Properties will be transferred to the
Mortgage Lenders through their designee, New Propco, in
satisfaction of the Mortgage Lenders' existing secured claims
against Propco.

New Propco will be an entity newly formed by the Mortgage Lenders
to own and operate the Propco Properties upon consummation of the
Plan.  In conjunction with the transfer of the Propco Properties
to New Propco under the Plan:

  (a) the Mortgage Lenders have agreed to sell 50% of the equity
      in New Propco to an affiliate of Fertitta Gaming, LLC, a
      newly-formed entity owned by Frank Fertitta III and
      Lorenzo Fertitta, $85.6 million in cash, with a
      portion of that equity to be subsequently sold to an
      affiliate of Colony Capital, LLC;

  (b) New Propco will enter into a new $1.6 billion credit
      facility with the Mortgage Lenders; and

  (c) New Propco will enter into a long-term management
      agreement with FG, whereby FG will operate the Propco
      Properties and provide comprehensive management services
      to New Propco.

The Mortgage Lenders, the Mezzco Lenders, the Swap Counterparty,
FG and the Fertittas have entered into agreements outlining the
terms and conditions of their agreement to support the Plan and
the various transactions relating to the ownership and operation
of New Propco upon consummation of the Plan.  Mr. Aronzon relates
that none of the Debtors are parties to those Support Agreements,
but the Debtors have reviewed the Support Agreements and believe
that the Plan is consistent with the Support Agreements.

With respect to the assets of SCI and its subsidiaries that are
not part of or related to the Propco Properties -- the "Opco
Properties" -- the Plan contemplates that SCI will conduct an
orderly sale process for the Opco Properties on a going concern
basis, under the supervision of the Court and in a manner designed
to procure the highest and best transaction available for the Opco
Properties.

On or prior to the Effective Date, Holdco, Voteco, New Propco and
those direct or indirect subsidiaries will be formed for the
purpose of acquiring all of New Propco Acquired Assets and all of
the Landco Assets -- New Boulder LLC, New Red Rock LLC, New
Palace, LLC, New Sunset, LLC, New Tropicana, LLC, and Landco
Holdco, LLC.

Voteco is an entity formed by certain individuals licensed for
gaming regulatory purposes that will serve, along with Holdco, as
one of the equity interest holders in New Propco.

Holdco is an entity formed by the Mortgage Lenders to serve, along
with Voteco, as one of the equity interest holders in New Propco.

The New Propco will be the newly formed Nevada limited liability
company, owned by Holdco and Voteco, that will acquire or obtain,
directly or indirectly, all of the New Propco Acquired Assets and
all of the Landco Assets, in each case under or in connection with
the Plan.

On or immediately prior to the Effective Date, SCI will cause all
of its subsidiaries that are corporations to be converted into
limited liability companies.  After giving effect to the
conversions, SCI and any Non-Debtor Affiliates, including the
Operating Subtenants, that own assets that are included in the
Master Lease Collateral will transfer all the assets to Propco in
satisfaction of Propco's lien on those assets under the Master
Lease and License and in partial satisfaction of the Master Lease
Rejection Damage Claim.

On the Effective Date, all of the New Propco Transferred Assets
will be transferred to New Propco in its capacity as designee of
the Mortgage Lenders.  Also, On the Effective Date, all of the New
Propco Purchased Assets will be sold, conveyed, assigned,
transferred and delivered to New Propco or its designee, free and
clear of all Liens, Claims, Equity Interests and Interests
asserted by the Debtors, any creditors of the Debtors, or other
Persons.

Holdco, Voteco, New Propco and their subsidiaries will not be to
be a successor of any of the Debtors or any of the Non-Debtor
Affiliates.

The Confirmation Order will constitute an Order approving the New
Propco Transfer Agreement and all transactions contemplated
thereby, including the transfer of the New Propco Transferred
Assets free and clear of any Liens, Claims, Interests or Equity
Interests.

In connection with Consummation of the Plan and New Propco's
receipt of the New Propco Acquired Assets, New Propco will enter
into a number of agreements and transactions designed to allow New
Propco to operate the New Propco Acquired Assets as a going
concern business.  Those agreements and transactions will include:

  (a) The New Propco LLCA
  (b) The New Propco Management Agreement
  (c) The New Propco Credit Agreement

Moreover, New Propco plans to provide its hourly team members with
pay increases, restore a match for the 401(K) plan and take other
steps to ensure that its team members enjoy competitive wages and
benefits.

The Debtors believe that the Plan complies with all provisions of
the Bankruptcy Code and will enable them to restructure or
otherwise satisfy their debt successfully and accomplish the
objectives of Chapter 11.  The Debtors therefore believe that
acceptance of the Plan is in the best interests of the Debtors,
the Debtors' estates and their respective creditors.

Only holders of record of Claims or Equity Interests as of the
date of the entry of the Disclosure Statement Order that are
classified in Voting Classes will be sent a copy of the Disclosure
Statement and an appropriately customized Ballot.

A full-text copy of the Plan and the Disclosure Statement is
available for free at http://bankrupt.com/misc/SCI_Plan0324.pdf

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/SCI_DS0324.pdf

                   Casino Companies Readying Bids

Potential buyers, including regional casino operators Penn
National Gaming and Isle of Capri Casinos, have already been
lining up their bids to buy chunks of Station Casinos, the Las-
Vegas Review Journal reported.

According to the report, Isle of Capri had an agreement with
Deutsche Bank to operate some of Station Casinos' properties if a
reorganization plan couldn't be reached.

Locals casino rival Boyd Gaming Corp., which has made two offers
to acquire all or parts of Station Casinos in the past 13 months,
said the reorganization plan doesn't change its stance, the report
related.

The Las-Vegas Review Journal also said the Fertitta brothers
intend to push hard to try and keep the other 13 properties and
the company's vacant land holdings within the new company.
Fertitta Gaming is not precluded from participating in the
bankruptcy court sale, the report noted.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Proposes C&W as Special Litigation Counsel
-----------------------------------------------------------
Station Casinos, Inc., seeks the Court's authority to employ
Campbell & Williams as special litigation counsel for SCI and its
wholly owned subsidiary Chapter 11 debtor GV Ranch Station, Inc.,
in connection with litigation commenced by Timothy Wright and GCR
Gaming, LLC, nunc pro tunc to January 28, 2010.

GVR has filed a motion seeking an order for the joint
administration of its Chapter 11 case with the Chapter 11 cases of
Station Casinos and its affiliates and the adoption of various
motions in the Station Casinos Case.  On January 7, 2010, a former
employee of SCI, Timothy Wright, commenced an arbitration
proceeding against SCI in which he alleged breach by SCI of his
employment agreement.  GCR Gaming, LLC, filed a Motion to Dismiss
the GVR case or, in the alternative, seeking relief from the
automatic stay.  In conjunction with the GCR Motion, GCR Gaming,
LLC served written discovery requests and noticed numerous
depositions between March 16, 2010, and April 19, 2010, the
hearing date on the GCR Motion.

Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
Los Angeles, California, relates that given the voluminous amount
of discovery that will be occurring in a condensed period of time,
it is necessary and desirable for the GV Ranch to employ special
litigation counsel located in Las Vegas to assist Milbank, Tweed,
Hadley & McCloy LLP with these matters.

Mr. Aronzon avers that Campbell & Williams has been selected as
Special Litigation Counsel for SCI and GVR based upon its
substantial litigation experience in the District of Nevada.

Campbell & Williams will act as local, special litigation counsel
for SCI and GVR in matters involving Timothy Wright and GCR
Gaming, LLC, including the taking and defending of depositions,
providing assistance to Milbank in the drafting of court filings,
and related matters.

Campbell & Williams has entered into a retainer agreement with
SCI, which contains further terms of the proposed employment.

Campbell & Williams will bill SCI and GVR based upon hourly rates,
which currently range from $650 per hour for partners to $75 per
hour for paralegals.  In addition, Campbell & Williams will seek
reimbursement for expenses incurred in representation of SCI and
GVR.

J. Colby Williams, Esq., a partner at Campbell & Williams, tells
the Court that his Firm has not shared or agreed to share
compensation with any entity except among the partners and members
of the Firm.

Mr. Williams also assures the Court that neither the Firm, nor any
partner in the Firm, has an interest materially adverse to the
interest of the estate or any class of creditors and equity
security holders in the matters on which it is to be retained, by
reason of any direct or indirect relationship to, connection with,
or interest in, the Debtor or an investment banker for any
security of the Debtor, or for any other reason.

Moreover, Mr. Williams avers, neither the Firm nor any of its
partner represent any interest adverse to that of the Debtor or of
the estate in the matters on which it is to be retained.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Quinn Emmanuel's $653,953 in Fees Approved
-----------------------------------------------------------
The Bankruptcy Court has approved the interim fee applications of
these professionals retained in Station Casinos Inc.'s Chapter 11
case:

A. Debtors

Professional                  Period         Fees     Expenses
------------                  ------         ----     --------
Quinn Emmanuel Urquhart    08/20/2009-      $653,953   $22,116
Oliver & Hedges, LLP       11/30/2009

B. The Official Committee of Unsecured Creditors

Professional                  Period         Fees     Expenses
------------                  ------         ----     --------
Frank, Harris, Shriver &    08/19/2009-   $2,138,387   $79,652
Jacobson LLP                11/30/2009

The Debtors are authorized to pay Quinn Emanuel all payments
requested in the First Interim Fee Application, including the
holdback amount $130,790.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada.  Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada.  In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


SUNWEST MANAGEMENT: Emeritus/Blackstone JV Named Lead Bidder
------------------------------------------------------------
Emeritus Corporation disclosed that the U.S. District Court Judge
Michael Hogan approved an agreement to sell 149 senior housing
facilities to the previously announced joint venture between
Emeritus, Blackstone Real Estate Advisors VI, L.P., and Columbia
Pacific Advisors, LLC, an entity affiliated with Emeritus'
Chairman and Co-CEO, formed specifically to acquire Sunwest
assets.

The purchase and sale agreement still remains subject to final
bankruptcy court approvals and finalization of loan modifications
with secured creditors.  The Joint Venture is now the lead or
"Stalking Horse" bidder.  The bankruptcy court process includes an
open bidding period and process that will allow other qualified
parties to bid on the portfolio in a predetermined format with an
auction date currently set for May 17, 2010, with subsequent
confirmation of the plan anticipated by June 2010.  The Joint
Venture, as lead bidder, will have overbid protection and receive
break-up fees if another bidder wins the sale.

The transaction includes up to 149 communities with a total
estimated purchase price of approximately $1.3 billion.  The
purchase and sale agreement was amended prior to approval by Judge
Hogan to allow the existing Sunwest investors the option of
rolling over their ownership interests into the Joint Venture in
the aggregate amount of up to 49% of the Joint Venture's total
equity.  Blackstone will contribute approximately 80% of the
remaining equity requirement with the balance split evenly between
Columbia Pacific and Emeritus.  Since existing Sunwest investors
have a greater opportunity to participate in the Joint Venture,
Emeritus anticipates that its initial contribution may be less
than the initial estimate of $26 million.

As previously disclosed, Emeritus will enter into agreements with
the Joint Venture to manage the portfolio of communities for a fee
equal to 5% of collected gross revenues.  In addition, the Joint
Venture agreement allows Emeritus a right of first opportunity to
purchase the communities or the Joint Venture interests at fair
value, and includes a profit sharing provision for Emeritus if the
Joint Venture's internal rate of return exceeds established
thresholds.

                   About Sunwest Management

Founded in Oregon in 1991, Sunwest Management --
http://www.sunwestmanagement.com/-- remains one of the largest
private senior living providers in the country and is a
significant Oregon employer.  In 2008, the company engaged
Hamstreet & Associates and Alvarez & Marsal to serve as financial
advisors.  Clyde Hamstreet is founder and principal of Hamstreet &
Associates, a Portland-based, nationally recognized turnaround
firm that is leading the effort to provide quality care, preserve
value, and help Sunwest meet its obligations to creditors and
investors.  Michael Grassmueck is the founder and principal of
Grassmueck Group, a national firm that specializes in fiduciary
and insolvency services, which is based in Portland, Ore.  He has
served as a trustee in bankruptcy and as fiduciary in the state
and federal courts in thousands of cases for more than 25 years.

In March 2009, U.S. District Judge Michael Hogan appointed Michael
Grassmueck as receiver after the Securities and Exchange
Commission filed suit against Sunwest and former CEO Jon Harder,
alleging securities fraud.

The Company engaged Clyde Hamstreet as chief restructuring officer
in late November 2008 to serve as CRO, an appointment continued in
March by the U.S. District Court after the SEC lawsuit was filed.

Sunwest Management has put 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008.  On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.


TENNECO INC: Moody's Affirms Corporate Family Rating at 'B3'
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Tenneco Inc. --
Corporate Family Rating and Probability of Default ratings at B3.
In a related action, Moody's revised the rating outlook for
Tenneco to positive from stable.  Moody's also affirmed the rating
of the senior secured bank debt at Ba3, the rating of the second-
lien senior secured note at B1, the rating of the senior unsecured
notes at B3; and the rating of the senior subordinated notes at
Caa2.

The affirmation of Tenneco's B3 Corporate Family Rating
incorporates the company's gradual improvement in credit metrics
through 2009 and the expectation of continued improvement during
2010.  However the pace of recovery is expect to be gradual and
even with improvement the company's key credit metrics, such as
EBIT/Interest, are expected to remain within the range of the
assigned rating over the near-term.  Tenneco's improvement in
operating performance during 2009 resulted from significant global
restructuring actions and operational flexing programs such as
reducing certain employee compensation and benefits and temporary
layoffs of hourly workers.  These actions led to operating margins
improving to about 4% in the fourth quarter of 2009 compared to
operating losses in the fourth quarter of 2008.  Yet, sequential
quarterly improvement over the near-term is expected to be
tempered by business seasonality and higher SG&A to support
revenue growth.  Moreover, Tenneco's margin growth will be
constrained by the mix of substrate sales in its revenues; Tenneco
earns little margin on the pass through of certain precious metal
substrates used in catalytic converters.  Moody's expects that
Tenneco will continue to be challenged by modest full year 2010
production declines in Europe resulting from the pull ahead effect
of 2009 government sponsored scrappage programs.  Approximately
44% of Tenneco's revenues are in the company's European, South
American, and Indian markets.  Tenneco's EBIT/Interest (including
Moody's Standard adjustments) approximated 0.9x and Debt/EBITDA
approximated 4.7x for the fiscal year ending December 31, 2009.

The positive outlook anticipates that Tenneco's trend of improving
credit metrics will continue over the intermediate-term and that
the company will benefit from an increased number of commercial
vehicle program launches beginning in late 2010 and into 2011
related to meeting emissions regulations.  As this business is
generated through new commercial vehicle customer relationships,
the related additional revenues are not dependent on improving
commercial vehicle build rates.  This additional revenue base
could be further supported by a recovery in commercial vehicle
demand expected in late 2010 and into 2011.

Moody's anticipates that Tenneco will continue to maintain an
adequate liquidity profile over the near-term.  As of December 31,
2009, the company maintained cash and cash equivalents of
$167 million.  This cash balance is expected to be sufficient to
cover the potential for a modest cash burn over the next twelve
months, inclusive of required term loan amortization, as
improvements in earnings are offset by higher levels of capital
reinvestment.  Tenneco's liquidity position is supported by a
$550 million revolving credit facility and a $130 million senior
secured tranche B letter of credit facility which also permits
revolving borrowings.  These facilities were unfunded as of
December 31, 2009, with about $50 million of outstanding letters
of credit.  Moody's, expects Tenneco's performance over the next
twelve months to provide ample financial covenant cushion under
the bank credit facilities, supporting access to the commitments
under the revolving credit and tranche B facilities.  Alternative
sources of liquidity are limited as essentially all the company's
assets are pledged to secure the bank credit facilities.

Future events that have could raise Tenneco's ratings include a
sustained improvement of production levels in the company's
overall global automotive markets or growth driven by regulatory
emission control requirements leading to further improvement in
credit metrics and consistent free cash flow generation.
Consideration for a higher rating could arise if these factors
were to lead to EBIT/Interest sustained above 1.5x.

Future events that could drive Tenneco's outlook or ratings lower
include declines in global OEM production without successful
implementation of offsetting restructuring actions; elevated
working capital levels resulting in negative free cash flow; or
deteriorating liquidity.  Consideration for a lower rating could
arise if these factors were to lead to leverage being sustained
over 5.0x or result in EBIT/Interest coverage sustained below 1.0x
times.

These ratings were affirmed:

* Corporate Family rating, B3;

* Probability of Default rating, B3;

* $550 million first lien senior secured revolving credit
  facility, Ba3 (LGD2, 10%);

* $130 million first lien senior secured letter of credit /
  revolving loan facility, Ba3 (LGD2, 10%);

* First lien senior secured term loan A, Ba3 (LGD2, 10%);

* 10.25% guaranteed senior secured second-lien notes due 2013, to
  B1 (LGD2, 28%);

* 8.125% guaranteed senior unsecured notes due 2015, to B3 (LGD4,
  50%);

* 8.625% guaranteed senior subordinated notes due November 2014,
  to Caa2 (LGD5, 84%);

The last rating action for Tenneco was on November 2, 2009, when
the company's B3 Corporate Family Rating was affirmed and the
rating outlook changed to stable.

Tenneco, headquartered in Lake Forest, Illinois, is a leading
manufacturer of automotive emissions control (approximately 63% of
sales) and ride control (approximately 37% of sales) products and
systems for both the worldwide original equipment market and
aftermarket.  Leading brands include Monroe(R), Rancho(R),
Clevite(), and Fric Rot ride control products and Walker(R),
Fonos, and Gillet emission control products.  Net sales in 2009
were approximately $4.6 billion.


TLC VISION: $180M Lasik Plaintiff Balk at Plan Treatment of Claims
------------------------------------------------------------------
Close on the heels of a bankruptcy court's approval of the latest
restructuring plan for TLC Vision Corp., a Lasik eye surgery
patient reportedly seeking $180 million in class action damages
has attacked the Chapter 11 plan's treatment of medical litigation
claims, according to Bankruptcy Law360.

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

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

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


TOPS HOLDING: Moody's Confirms Corporate Family Rating at 'B3'
--------------------------------------------------------------
Moody's Investors Service confirmed the B3 Corporate Family rating
and the debt ratings of Tops Holding Corp. and its subsidiaries,
ending the review that was started January 26, 2010.  The rating
outlook on all debt is negative.

The ratings were placed on review following the announcement that
Tops would acquire the supermarket assets of Penn Traffic, which
was then in bankruptcy.  Tops' ratings reflect its high leverage
and weak fixed charge coverage, limited operating history as an
independent company, its relatively modest size relative to
competitors, and recent aggressive financial policies.  The
ratings are supported by Tops' stable operating performance and
good position in its markets, and the potential for the Penn
Traffic acquisition to be accretive to credit metrics in the
intermediate term.

The negative outlook reflects the potential for a ratings
downgrade over the next 12 to 18 months due to the pressure of
thin fixed charge coverage and uncertainty over long term run-rate
expense levels during a period of uncertainty in the supermarket
sector.  Ratings could be downgraded if EBITA to interest fails to
be maintained above 1.0 times, if debt to EBITDA is maintained
above 6.0 times, or if liquidity is constrained.  Ratings could
also be downgraded if Tops demonstrates aggressive financial
policies, which would include further distributions to
shareholders without repaying debt, or if the company makes an
acquisition which causes pro-forma credit metrics to deteriorate
from current levels.  The outlook could be stabilized if EBITA to
interest remains at least 1.0 time and the integration of Penn
Traffic stores is accomplished without undue financial or
operational stress.

These ratings have been confirmed:

* Corporate Family Rating of B3;

* Probability of Default Rating of B3;

* $350 million senior secured notes maturing 2015 rating of B3
  (LGD3, 49%)

The last rating action for Tops was the February 9, 2010
announcement that the B3 ratings of its senior secured notes,
which was placed on review on January 26, 2010, was being
maintained following the issuance of an additional $75 million of
notes to finance the acquisition of Penn Traffic assets.

Tops Holding Corp., headquartered in Williamsville, NY, is a
privately owned operator of supermarkets in northern and western
New York State.


TRIBUNE CO: Gets OK to Assume Agreements With Marsh USA
-------------------------------------------------------
Tribune Co. and its units obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to assume (a) a
settlement and cooperation agreement, (b) joint privilege and
common interest agreement, (c) and guaranteed cost program
agreement with Marsh USA, Inc.

In early 1998, Marsh assisted in arranging for the transfer of
certain formerly self-insured workers' compensation liabilities of
non-debtor Times Mirror Company to Reliance National Indemnity
Company and Swiss Reinsurance America Corporation.  Marsh also was
involved in helping to place a guaranteed cost program for certain
of Times Mirror's future workers' compensation liabilities.

Reliance and Swiss Reinsurance performed their obligations related
to the Workers' Comp Liabilities and GCP until Reliance entered
into liquidation proceedings in October 2001.  Swiss
Reinsurance, which had been directly funding claims related to the
Workers' Comp Liabilities and GCP on behalf of Times Mirror,
likewise ceased its performance, on the asserted grounds that
Tribune, as successor-in-interest to Times Mirror, was not
entitled to the direct performance and benefit of Swiss
Reinsurance's obligations due to the fact that Reliance entered
into liquidation proceedings.

On May 2, 2003, Tribune Company filed a complaint against Marsh in
the Superior Court of the State of California for the County of
Los Angeles.  The Lawsuit included claims against Marsh arising
out of its involvement in arranging for the transfer of the
Workers' Comp Liabilities and Marsh's involvement in placing the
GCP.  The complaint alleged, among other things, that Marsh had
acted negligently in failing to ensure that Times Mirror would
have direct access to Swiss Reinsurance's performance and
obligations in the event reliance became insolvent.

Tribune and Marsh eventually agreed to a consensual resolution of
the Lawsuit.  The Agreements contain the terms of the overall
settlement of the Lawsuit agreed to by Tribune and Marsh on or
about August 15, 2005.

(A) Settlement Agreement

   The Settlement Agreement provides for a final resolution of
   all claims that Tribune or Marsh could have brought in the
   Lawsuit, except those claims covered by the GCP Agreement.
   Pursuant to the Settlement Agreement, Tribune agreed to take
   reasonable steps to seek recovery for the Workers' Comp
   Liabilities from available sources, including Swiss
   Reinsurance and Reliance-in-Liquidation.  In return, Marsh
   agreed to pay for a portion of all fees and costs previously
   incurred by Tribune in pursuing the Recovery Actions and a
   portion of all future fees and costs incurred by Tribune in
   pursuing the Recovery Actions.  In addition, to the extent
   that the funds obtained from the Recovery Actions were
   insufficient to satisfy the Workers' Comp Liabilities, Marsh
   agreed to pay a portion of those liabilities.

   Currently, Marsh is withholding payment of in excess of
   $1,000,000 owed to Tribune under the Settlement Agreement,
   for claims reimbursements and fees and costs reimbursements.
   Marsh requested that Tribune assume the Agreements and
   indicated that the reimbursement required pursuant to the
   Settlement Agreement would be made upon assumption.  In
   addition, Tribune believes it will receive in excess of
   $4,000,000 in additional payments from Marsh under the terms
   of the Settlement Agreement on account of future
   reimbursements for fees and costs incurred in pursuing the
   Recovery Action against Reliance.

(B) Joint Privilege Agreement

   On or about May 19, 2005, the Parties entered into the Joint
   Privilege Agreement in order to facilitate the sharing of
   information related to the Recovery Actions and other
   proceedings related to the Workers' Comp Liabilities.  In
   part, the Joint Privilege Agreement exists to protect, to the
   maximum extent possible, any applicable privileges or
   protections the Parties have with respect to any shared
   information.  The Joint Privilege Agreement contains
   procedures that govern requests by third parties for common
   interest information and procedures for withdrawal from the
   Joint Privilege Agreement by either of the Parties.

(C) GCP Agreement

   As part of the overall settlement of the Lawsuit, the Parties
   agreed to a standstill on claims related to the GCP.
   Specifically, the GCP Agreement provides for the tolling of
   any applicable period of limitations and the postponement of
   any deadline for the assertion of claims or defenses arising
   out of or relating to the placement of the GCP.  Both Tribune
   and Marsh retain the right to unilaterally terminate the GCP
   Agreement.  Pursuant to the GCP Agreement, any GCP claims
   asserted subsequent to a termination are to be resolved by
   confidential arbitration, with limited rights to discovery.

In consideration for the proposed assumption of the Agreements,
Marsh has agreed to voluntarily withdraw its proof of claim
against the Tribune Debtors, which was filed in an unliquidated
amount.

                        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: JPMorgan Wants Wilmington Trust Sanctioned
------------------------------------------------------
JPMorgan Chase Bank, N.A., asks the Court to sanction Wilmington
Trust Company for improper disclosure of confidential information
in violation of the Court's Order dated October 15, 2009,
establishing a document depository for the retention of documents
and other information produced pursuant to discovery requests.

The Debtors, in consultation with the Official Committee of
Unsecured Creditors, previously sought and obtained the Court's
authority to establish a depository to ensure that material
parties to negotiations with regard to the leveraged transactions
and plan negotiations have an opportunity to access all discovery
documents produced in connection with the Committee's analysis of
the Leveraged ESOP Transactions.  JPMorgan was a party to the
negotiation.

According to JPMorgan, Wilmington Trust executed an Acknowledgment
of the Depository Order thereby agreeing to file information
designated confidential by the producing parties under seal and
agreeing that irreparable damage would occur to the Producing
Party if any of the provisions of the Acknowledgment were not
performed in accordance with their specific terms or were
otherwise breached.

JPMorgan alleges that Wilmington Trust publicly revealed
confidential information in violation of the Court's Depository
Order as well as Rule 37 of the Federal Rules of Civil Procedure.

JPMorgan separately seeks the Court's authority to file the
Sanctions Motion under seal.  JPMorgan maintains that the
Sanctions Motion details the facts underlying Wilmington Trust's
failure to comply with the Court's Depository Order and the manner
and timing of this failure, which if not filed under seal could
give rise to further public disclosure of the confidential
information.

In a separate filing, Merrill Lynch Capital Corporation and
Merrill Lynch, Pierce, Fenner & Smith Incorporated seek the
Court's authority to file a joinder to JPMorgan's Sanctions Motion
under seal.  Merrill Lynch asserts that the Joinder contains
confidential information.

At the behest of Wilmington Trust, the Court held a status
conference regarding the Motion on March 23, 2010.

Raymond H. Lemisch, Esq., at Benesch, Friedlander, Coplan &
Aronoff LLP, in Wilmington, Delaware -- rlemisch@beneschlaw.com --
certified to the Court that he received no opposition to the
request for a status conference.

                        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: New River Center Case Dismissed
-------------------------------------------
Bankruptcy Judge Kevin Carey dismissed the Chapter 11 case of New
River Center Maintenance Association, Inc., on March 22, 2010.

The Debtors relate in a certification of counsel that the Acting
U.S. Trustee has informally raised an issue with respect to the
nunc pro tunc relief requested in the Motion.  Accordingly, the
Debtors delivered to the Court a revised proposed form of order,
which incorporates the U.S. Trustee's requested modification.  The
revised form of order deleted the nunc pro tunc to the Petition
Date dismissal of the Chapter 11 case of New River Center
Maintenance Association, Inc.

New River is a common maintenance association for a mixed use
commercial and residential development in Ft. Lauderdale, Florida,
in which the various property owners are the members.  One member
is Riverwalk Center I JV, a partnership wholly owned by Debtors
Sun-Sentinel Company and Tribune Company, whose sole asset is a
parking lot in New River Center used by Sun-Sentinel Company.

The Debtors told the Court that they recently received
communications from counsel to New River, who questioned New
River's status as a Chapter 11 debtor and asked that the filing be
dismissed.  According to the Debtors, those communications
prompted them to review their records and undertake extensive
factual diligence.  As a result, the Debtors have determined that
the petition for New River should in fact be dismissed.

The Debtors have determined that Riverwalk only owns 25% minority
member interest in New River, an interest insufficient to cause
the bankruptcy filing by New River.

                        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: Bankruptcy Plan Hands Control to Lenders
-----------------------------------------------------------
Daily Bankruptcy Review reports that Trident Resources Corp. filed
a Chapter 11 plan that would hand control to secured lenders, some
of which are offering to pump $200 million into the natural-gas
exploration company.

As reported by the Troubled Company Reporter on March 2, 2010,
Trident Resources said it is seeking qualified offers to purchase
the Trident Property or investments for the sponsorship of its
plan of reorganization pursuant to chapter 11 of the United States
Code or its plan of compromise or arrangement pursuant to the
CCAA.  In accordance with procedures approved by the U.S.
Bankruptcy Court for the District of Delaware, all interested
parties are invited to make competing purchase or investment
proposals.

A copy of the rules and procedures can be obtained by contacting
the Financial Advisor, at:

   Rothschild, Inc.,
   Attn: Marcelo Messer or
         William Shaw,
   1251 Avenue of the Americas,
   New York, NY 10020,
   Tel: (212) 403-3716,
   E-mail: marcelo.messer@rothschild.com or
           william.shaw@rothschild.com,

or at the CCAA Monitor's Web site,
http://cfcanada.fticonsulting.com/trident

Trident will conduct an auction beginning on June 7, 2010 at 9:30
a.m. Eastern Time at the offices of Akin Gump Strauss Hauer &
Feld, LLP located at One Bryant Park, New York, New York 10036, or
such other location as shall be timely communicated to all
entities entitled to attend at the Auction, which Auction may be
cancelled or adjourned by Trident.  Participation at the Auction
is subject to the SISP Procedures and the Approval Orders.

                    About Trident Resources

Calgary, Alberta-based Trident Resources Corp. operates a natural
gas exploration and development company.  The Company and its
affiliates filed for Chapter 11 on Sept. 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: Obtains $18.5 Million Additional Short-Term Funding
----------------------------------------------------------------
U.S. Concrete Inc. has amended its senior credit facility to,
among other items, obtain $18.5 million in additional short-term
liquidity by lowering the springing fixed-charge coverage ratio
availability trigger from $20 million to $1.5 million.

The trigger will increase to $25 million on the earlier of
April 30, 2010, or immediately prior to the Company making the
scheduled interest payment on its 8 3/8% senior subordinated
notes.  In connection with this amendment, the Company has also
received a commitment to provide financing in the event its
previously-announced restructuring is implemented through an in-
court process.

"The amendment to our senior credit facility provides us with a
significant increase in near-term liquidity.  Access to these
funds should provide assurance to our customers, vendors and
employees that we have adequate resources to operate our business
while we complete our restructuring plan," stated Michael W.
Harlan, U.S. Concrete's President and Chief Executive Officer.
"I believe that the positive discussions we have had with our bond
holders to date, combined with the amendment of our senior credit
facility, are good indications that we are moving towards a
successful restructuring."

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, said it is expressing 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.


USPF HOLDINGS: S&P Affirms 'BB+' Rating on $300 Mil. Senior Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
rating on USPF Holdings' $300 million senior secured credit
facility.  USPF repays debt with distributions from six power
projects, five of which have project-level debt.   The facility
includes a $288 million term loan ($127.7 million outstanding) and
a $12 million synthetic letter of credit to support a six-month
debt service reserve account.  At the same time, S&P changed the
outlook to positive from stable.  S&P also changed the recovery
rating to '1' from '2'.  The '1' rating indicates expectations of
full recovery (90%-100%) in the event of a payment default.

"The rating action reflects the pending sale of all but one of
USPF Holdings' equity interests to Great Point Power," said
Standard & Poor's credit analyst Marc Sonnenblick.  USPF will use
net proceeds to repay the remaining $127.7 million outstanding on
the term loan facility, in accordance with terms of the credit
agreement.  The sale requires various third-party approvals and
consents.  USPF expects to obtain these consents over the next 60
to 90 days.  Upon closing the sale and repaying the debt, S&P
would withdraw the ratings on the term loan and liquidity
facility.  If the project does not get the necessary approvals,
S&P would change S&P's outlook to stable.  The '1' recovery rating
reflects debt reduction from recent asset sales, market price
signals from pending USPF sale and other asset sales, and S&P's
long-term view of USPF's assets markets and operational
performance.

USPF Holding is a closed-end portfolio of equity interests in five
power plants totaling 791 megawatts (MW) of net generation and a
45.8% interest in the 660 MW Neptune undersea transmission line
between Sayreville, N.J. and Long Island, N.Y.  The company is a
wholly owned subsidiary of United States Power Fund L.P., which is
managed by Energy Investor Funds, a private equity fund management
company focused on the U.S. power industry.

The outlook on USPF Holdings is positive, reflecting the favorable
chance for the remaining debt to be repaid according to its terms
upon the closing of the asset sale to Great Point Power.  Should
the deal not be consummated, S&P would change the outlook to
stable.


WASHINGTON MUTUAL: CRT Capital Says Noteholders to Be Paid in Full
------------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that while Washington
Mutual Inc. has not yet provided an estimated percentage recovery
for its various classes of creditors, CRT Capital Group LLC told
customers in a report that WaMu's $4.13 billion in senior notes
and $1.67 billion in senior subordinated notes should be paid in
full with interest under the Chapter 11 plan filed March 26.

Kevin Starke of Stamford, Connecticut-based CRT told Bloomberg
News in an interview that the $765.7 million in junior
subordinated notes, also known as PIERS, stand to recover roughly
51% on a worst-case basis or full principal plus interest in the
best case.  Mr. Starke also calculates that the recovery on WaMu's
$7.5 billion in preferred equities will see no distribution in the
worst case, and up to a 10% recovery in the best case.

                     The Chapter 11 Plan

Washington Mutual has filed a Plan of Reorganization and
Disclosure Statement with the U.S. Bankruptcy Court for
the District of Delaware.  The Plan implements and incorporates
the terms of the global settlement agreement reached among WMI,
JPMorgan Chase Bank, N.A., and the Federal Deposit Insurance
Corporation, which was announced to the Bankruptcy Court on
March 12, 2010, and is set forth in the draft settlement agreement
annexed to the Plan.  The provisions of the proposed settlement
agreement have been agreed to by WMI, JPMC and significant
creditor groups of the Company.  As of this date, 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.

The Plan is supported by JPMC and significant creditor groups of
the Company.

The Plan, under which the Settlement will be implemented, also
contemplates, among other things:

   * WMI will establish a liquidating trust to make
     distributions to creditors on account of their allowed
     claims.  In accordance with the terms of the Plan, the
     trust will distribute funds in excess of approximately
     $7 billion, including approximately $4 billion of
     previously disputed funds on deposit with JPMC.

   * It is anticipated that the reorganized WMI will undertake
     a rights offering pursuant to which certain creditors will
     receive a right to purchase newly issued shares of
     reorganized WMI common stock.  The reorganized WMI will
     retain equity interests in WMI Investment Corp. and WM
     Mortgage Reinsurance Company.

   * JPMC will assume certain liabilities related to benefit
     plans.

   * The various litigations involving WMI, JPMC and FDIC will
     be stayed or dismissed.  In addition, JPMC and the FDIC
     will withdraw claims against WMI's bankruptcy estate and
     the parties will exchange mutual releases.

   * Preferred and common equity securities previously issued
     by WMI will be cancelled.

WMI has requested that the Bankruptcy Court schedule a hearing on
May 19, 2010 to consider approval of the Disclosure Statement.
Following approval of the Disclosure Statement, WMI will ask the
Bankruptcy Court to confirm the Plan by July 20, 2010.

                    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).


WESTWOOD ONE: Lenders Relax Debt Covenants for 2010 and 2011
------------------------------------------------------------
Westwood One, Inc., said that on March 30, 2010, it was able to
reach an agreement with its lenders to modify its debt covenants
for 2010 and 2011, beginning with the quarter ending March 31,
2010.  "These new covenant levels will provide us with a
significant increase in our operational and financial flexibility
and reduce financial risk.  These amendments will allow us to
continue to focus on our revenue initiatives and enacting our
plans to continue investing in our infrastructure and the key
drivers of our business on a broader basis," Westwood One said.

Westwood One also said it continues to look for strategic
alliances and partnerships to complement the business.  In
December 2009, Westwood One acquired Jaytu (d/b/a Sigalert) to
enhance the traffic business across radio, television and digital
by providing the best-in-class traffic product in the country.
Metro Television will deliver to its affiliates a three-screen
solution for delivering the same high-quality traffic information
on a seamless basis to audiences on television, the internet, and
mobile devices.  Westwood One plans to deploy a SigAlert traffic
product in major metropolitan areas throughout the U.S. in 2010.

Westwood One also formed a multi-year partnership with Litton News
Source, an independent producer and syndicator of local and
national television news content and other programming.  The
Company's affiliate sales partnership with Litton supports the
Company's strategy to increase the number of TV affiliates for
Metro Television.

Westwood One reported a net loss of $3.9 million for the fourth
quarter of 2009, compared with a net loss in the fourth quarter of
2008 of $222.5 million.  Westwood One reported a net loss for 2009
of $82.6 million compared with a net loss in 2008 of $427.6
million.

At December 31, 2009, the Company had $305.448 million in total
assets against $287.464 million in total liabilities, resulting in
stockholders' equity of $17.984 million.

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

                        About Westwood One

Based in New York, Westwood One, Inc. (Nasdaq: WWON) --
http://www.westwoodone.com/-- is one of the nation's largest
providers of network radio programming and one of the largest
domestic outsourced providers of traffic information in the U.S.
Westwood One serves approximately 5,000 radio and 170 television
stations in the U.S.  Westwood One provides more than 150 news,
sports, music, talk and entertainment programs, features and live
events to numerous media partners.  Through its Metro Traffic
business, Westwood One provides traffic reporting and local news,
sports and weather to approximately 2,200 radio and 170 television
stations. Westwood One also provides digital and other cross-
platform delivery of its Network and Metro Traffic content to over
700 radio, television and newspaper affiliates.


WHX CORP: Dec. 31 Balance Sheet Upside Down by $17.797 Million
--------------------------------------------------------------
WHX Corporation said its December 31, 2009 balance sheet was
upside down by $17.797 million.  WHX had total assets of $353.841
million against total liabilities of $371.638 million.

WHX reported a net loss of $21.2 million on net sales of $534.4
million for the 12 months ended December 31, 2009, compared with
net income of $3.0 million on net sales of $681.0 million for the
12 months ended December 31, 2008.  For the fourth quarter of
2009, WHX reported a net loss of $6.8 million on net sales of
$127.6 million, compared with a net loss of $5.6 million on net
sales of $140.3 million in the same period of 2008.

WHX recorded restructuring costs of $1.9 million and $1.6 million
for 2009 and 2008, respectively.  The 2009 restructuring
activities included the consolidation of the former Bairnco
Corporate office into the WHX Corporate office, the closure of
facilities in New Hampshire and Texas which were part of the
Precious Metal and Arlon Coated Materials segments, respectively,
and the relocation of the functions to existing Company
facilities, as well as restructuring activities in Europe within
the Kasco segment. In 2008, the restructuring charges of $1.6
million represented move costs to consolidate two plants within
the Arlon Coated Materials segment into one.

The Company's Adjusted EBITDA of $43.1 million in 2009 decreased
by $9.0 million from 2008 due principally to lower sales.

                          About WHX Corp.

WHX Corporation is a diversified global industrial company.  WHX
and its affiliated companies employ more than 1,700 people at 30
locations in eight countries.  The WHX companies are organized
into six businesses: Precious Metals, Tubing, Engineered
Materials, Arlon Electronic Materials, Arlon Coated Materials and
Kasco.  WHX sells products and services through direct sales
forces, distributors and manufacturer's representatives.  WHX
serves a diverse customer base, including the construction,
electronics, telecommunications, home appliance, transportation,
utility, medical, semiconductor, and aerospace and aviation
markets.  Other markets served include the signage industry and
meat room products and maintenance services for the food industry.
The Company is based in White Plains, New York.  Its common stock
is listed on the NASDAQ Capital Market under the symbol WXCO.


XERIUM TECHNOLOGIES: Files for Chapter 11 with Prepackaged Plan
---------------------------------------------------------------
Xerium Technologies, Inc., has received overwhelming support from
its lenders for a restructuring plan to reduce the Company's debt
by approximately $150 million and significantly strengthen its
long-term financial health.  The Company will implement the "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 (Bankr. D. Del. Case No. 10-
11031).

The Company will operate as usual during the court process, which
is anticipated to be concluded in 30 to 60 days.  The
restructuring involves Xerium's companies located in the United
States, Canada, Austria and its non-operating holding companies in
Italy and Germany.  The Company's operating entities in Europe,
Asia, South America, Italy, and Germany are not part of the court
process or the restructuring.

"We are delighted to receive such overwhelming support from our
lenders, which allows us to quickly move forward with our pre-
packaged restructuring plan," commented Stephen R. Light, Xerium's
Chairman, CEO and President.  "This is a major accomplishment for
the Company that will enable us to continue implementing our
three-part operating strategy; reducing our debt load, introducing
new products that our customers value and maximizing the
contribution of our employees."

"As a result of the restructuring, the Company will be well
positioned to compete successfully in our served markets," said
Mr. Light.  "The restructuring will allow the company to remain
focused on our primary goals, manufacturing and supplying the best
products possible to our global customers."

The filing is not intended to impact employees, suppliers or
customers.  As part of its initial filings, the Company filed
motions seeking assurances from the court that employees will
continue to receive their usual pay and benefits on an
uninterrupted basis, customers receive goods as they normally
would, and suppliers will receive all amounts owed to them both
before and after the filing in the normal course of business.
Additionally, to assure its liquidity during the restructuring
process, the Company has secured a commitment from its lenders for
an $80 million term and revolving credit facility and has filed
motions seeking the Court's approval of the financing.

Among other things, the pre-packaged plan provides that
approximately $620 million of existing debt would be exchanged for
approximately $10 million in cash, $410 million in new terms loans
maturing in 2015, and approximately 82.6% of the common stock of
the Company.  Existing shareholders would retain a meaningful
minority equity ownership of the Company of approximately 17.4% of
the common stock and receive four year warrants to purchase up to
an additional 10% of the common stock.  In addition, the Company
would enter into a new revolving loan of up to $20 million and a
term loan of $60 million.  The implementation of the pre-packaged
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.

The Company expects that the NYSE will continue the listing of its
common stock in light of the expected meaningful continuing equity
value to be received by current common equity holders and the
anticipated accelerated path to emergence facilitated by a pre-
packaged Chapter 11 filing.  However, the continued listing will
be subject to ongoing reassessment by the staff of NYSE
Regulation, Inc., based on current information and circumstances.
Separately, the Company is operating under an NYSE-approved plan
to address quantitative non-compliance with certain continued
listing requirements.  If the proposed restructuring is
successfully completed, the Company expects that its quantitative
non-compliance would also be addressed within the timeframes
required under NYSE rules.

                   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: Case Summary & 50 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Xerium Technologies, Inc.
        8537 Six Forks Rd., Suite 300
        Raleigh, NC 27615

Case No.: 10-11031

Type of Business: The Debtor is a global manufacturer of
                  industrial textiles and rolls used
                  primarily in the paper production process.

Chapter 11 Petition Date: March 30, 2010

Court: U.S. Bankruptcy Court
       District of Delaware

Judge: Kevin J. Carey

Debtor's
Legal Counsel:    Cadwalader, Wickersham & Taft LLP
                  One World Financial Center
                  New York, NY 10281
                  Telephone: (212) 504-6000
                  Facsimile: (212) 504-6666
                  John J. Rapisardi, Esq.
                    E-mail: john.rapisardi@cwt.com
                  George A. Davis, Esq.
                    E-mail: george.davis@cwt.com
                  Sharon J. Richardson, Esq.
                    E-mail: sharon.richardson@cwt.com

Debtor's
Local Counsel:    Richards, Layton & Finger, P.A.
                  920 North King Street
                  Wilmington, Delaware 19801
                  Telephone: (302) 651-7700
                  Facsimile: (302) 651-7701
                  Mark D. Collins, Esq.
                    E-mail: collins@rlf.com

Debtor's
Restructuring
Advisors:         AlixPartners, LLC
                  40 West 57th Street, 29th Floor
                  New York, NY 10022
                  Telephone: (212) 490-2500
                  Facsimile: (212) 490-1344
                  Brian Fox
                  Michelle Campbell
                  Michael Hartley

Debtor's
Investment
Bankers:          Rothschild Inc.
                  1251 Avenue of the Americas
                  51st Floor
                  New York, NY 10020
                  Telephone: (212) 403-3500
                  Facsimile: (212) 403-3501
                  Stephen Ledoux
                  Daniel Gilligan

Debtor's
Claims Agent:     Garden City Group Inc.

Total Assets: $693,511,000

Total Debts: $813,168,000

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Huyck Licensco Inc.                        10-11032
      Stowe Woodward Licensco LLC                10-11033
      Stowe Woodward LLC                         10-11034
      Wangner Itelpa I LLC                       10-11035
      Wangner Itelpa II LLC                      10-11036
      Weavexx, LLC                               10-11037
      Xerium Asia, LLC                           10-11038
      Xerium III (US) Limited                    10-11039
      Xerium IV (US) Limited                     10-11040
      Xerium V (US) Limited                      10-11041
      XTI LLC                                    10-11042
      Xerium Canada Inc.                         10-11043
      Huyck.Wangner Austria GmbH                 10-11044
      Xerium Germany Holding GmbH                10-11045
      Xerium Italia S.p.A                        10-11046

Xerium Technologies' List of 50 Largest Unsecured Creditors:

        Entity                   Nature of Claim      Claim Amount
        ------                   ---------------      ------------
     FFG                         Bank debt            $1,722,792
     Sensengasee 1
     1090 Wien
     Austria

     Teijin                      Trade debt            $662,760.88
     Max-Fischer-Str. 11
     D-86399 Bobingen
     Germany

     JLM Advanced Technical      Trade debt            $654,226.14
     Technical Services, Inc.
     1400 N. Rankin Street
     Appleton WI 54911
     U.S.A.

     MA.RE. S.p.A.               Trade debt            $349,341.12

     Perlon-Monofil GmbH         Trade debt           $321,480.97

     Pesenti Marzio              Trade debt           $230,483.29

     Invista Inc.                Trade debt           $224,036.02

     TONAK, akciova spole        Trade debt           $220,967.95

     Sandusky International Inc. Trade debt           $220,291.09

     EMS-Griltech                Trade debt           $174,226.81

     EconGas GmBH                Utility debt         $162,445.46

     Sharespeare Monofila        Trade debt           $150,788.18

     Weger GmBH                  Trade debt           $148,470.85

     R.T. Vanderbilt Company,    Trade debt           $143,719.06
     Inc.

     Andritz Kusters             Trade debt           $133,750.17

     Tedepol-Dziurzynski         Trade debt           $130,113.27

     Lorentzen & Wettre D        Trade debt           $124,948.80

     Polyamide High Performance  Trade debt           $111,438.53

     Applied Industrial          Trade debt           $107,021.76
     Technologies

     Berkenhoff                  Trade debt            $97,627.27

     TEXO, Inc.                  Trade debt            $93,579.70

     BKT                         Trade debt            $91,000.42

     Rogortec                    Trade debt            $88,771.47

     Webster Machine Works, Inc. Trade debt            $74,253.13

     Univar                      Trade debt            $74,223.58

     ePlus Group Inc             Trade debt            $73,107.46

     City of North Bay           Trade debt            $71,554.77

     NTN Bearing Corporation     Trade debt            $68,601.75
     of America

     Automotive Rentals Inc.    Trade debt             $65,199.97

     American Express           Trade debt             $64,313.22

     Easa                       Trade debt             $63,892.87

     Coim USA, Inc.             Trade debt             $59,148.04

     Magnat-Fairview, Inc.      Trade debt             $58,450.00

     Fastenal Company           Trade debt             $54,050.57

     Standard & Poor's          Trade debt             $53,000.00

     EVN Strom                  Trade debt             $52,428.74

     Pertinax                   Trade debt             $48,091.76

     EMS-Chemie (North America),Trade debt             $48,015.72
     Inc.

     Paratec Elastomers LLC     Trade debt             $46,804.20

     Hafemeister Machine Corp.  Trade debt             $46,445.44

     Hahl                       Trade debt             $45,354.25

     Coldwater Seals, Inc.      Trade debt             $45,144.00

     Motion Industries, Inc.    Trade debt             $45,020.76

     Zeon Chemicals L.P.        Trade debt             $41,969.36

     Chemtura                   Trade debt             $41,018.56

     Sonoco Products Company    Trade debt             $39,459.46

     Schneider & Ozga           Trade debt             $38,695.20

     ATI Advanced Testing       Trade debt             $36,841.00
     Institute

     Wiener Stadtische          Trade debt             $36,579.36

     Nova Scotia Power Inc.     Trade debt             $36,421.03


XERIUM TECHNOLOGIES: Ernst & Young Raises Going Concern Doubt
-------------------------------------------------------------
On March 26, 2010, Xerium Technologies, Inc., filed its annual
report on Form 10-K for the fiscal year ended December 31, 2009.

Ernst & Young LLP, in Raleigh, North Carolina, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has not complied with certain covenants of loan agreements with
its lenders.  In addition, the Company has incurred recurring
operating losses and has a working capital deficiency.

The Company reported a net loss of $112.0 million on
$500.1 million of revenue for 2009, compared with net income of
$26.6 million on $638.1 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$693.5 million in assets and $813.2 million of debts, for a
stockholders' deficit of $119.7 million.

In its annual report, the Company says it expects to pursue a
restructuring of its outstanding debt in the near future, and may
file voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code.  On March 2, 2010, the Company and certain of its
subsidiaries commenced a solicitation of votes in support of a
proposed joint prepackaged plan of reorganization under Chapter 11
of the Bankruptcy Code.  On March 22, 2010, the solicitation
period concluded, at which time sufficient votes in favor of the
Plan had been received to implement the Plan through a court-
supervised process, but not the 100% vote that is required for
reorganization without court supervision.

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

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

Raleigh, N.C.-based Xerium Technologies, Inc. is a global
manufacturer and supplier of two types of consumable products used
primarily in the production of paper-clothing and roll covers.


* Jay Sakalo Earns Spot on Law360's Bankruptcy Lawyers to Watch
---------------------------------------------------------------
As Bilzin Sumberg Baena Price & Axelrod LLP's restructuring and
bankruptcy practice group leader, Jay Sakalo has secured critical
deals in major cases, including a $1.2 billion settlement on
behalf of the estate in W.R. Grace & Co.'s case that provides the
basis for the chemical company to exit bankruptcy, earning him a
spot on Law360's list of 10 bankruptcy attorneys under 40 to
watch.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Apr. 20-22, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Sheraton New York Hotel and Towers, New York City
        Contact: http://www.turnaround.org/

Apr. 29, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - East
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  THE COMMERICAL LAW LEAGUE OF AMERICA
     Midwestern Meeting & National Convention
        Westin Michigan Avenue, Chicago, Ill.
           Contact: 1-312-781-2000 or http://www.clla.org/

May 21, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - NYC
        Alexander Hamilton Custom House, SDNY, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 24, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York, NY
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 11-14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Litigation Skills Symposium
        Tulane University, New Orleans, La.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 3, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Atlanta Consumer Bankruptcy Skills Training
        Georgia State Bar Building, Atlanta, Ga.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 11-14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Hawai.i Bankruptcy Workshop
        The Fairmont Orchid, Big Island, Hawaii
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/NYIC Golf and Tennis Fundraiser
        Maplewood Golf Club, Maplewood, N.J.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 20, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Fordham Law School, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 23-25, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southwest Bankruptcy Conference
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 1, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/UMKC Midwestern Bankruptcy Institute
        Kansas City Marriott Downtown, Kansas City, Kan.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Oct. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Chicago Consumer Bankruptcy Conference
        Standard Club, Chicago, Ill.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 15, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Hilton New Orleans Riverside, New Orleans, La.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 29, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        The Savoy, London, England
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. __, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Delaware Views from the Bench and Bankruptcy Bar
        Hotel du Pont, Wilmington, Del.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Detroit Consumer Bankruptcy Conference
        Hyatt Regency Dearborn, Dearborn, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 9-11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Camelback Inn, a JW Marriott Resort & Spa,
        Scottsdale, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Jan. 20-21, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colo.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011  (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: March 22, 2010



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***