TCR_Public/100414.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, April 14, 2010, Vol. 14, No. 102

                            Headlines

ABITIBIBOWATER INC: Says Woodbridge Partnership Can Be Assumed
AERO INVENTORY: U.S. Court Recognizes Chapter 15 Proceeding
AGE REFINING: Chase Capital or Winning Bidder to Fund Plan
AIG BAKER: Files List of 20 Largest Unsecured Creditors
AIG BAKER: Section 341(a) Meeting Scheduled for May 11

AIG BAKER: Taps Andre M. Toffel as Bankruptcy Counsel
AIG BAKER: Wants to Use Cash Collateral of PNC & Regions Bank
AK STEEL: Moody's Gives Stable Outlook; Affirms 'Ba2' Rating
ALIMENTATION COUCHE-TARD: Moody's Reviews 'Ba1' Rating on Bonds
AMERICAN INT'L: ILFC Sells 53 Planes to Macquarie for $1.9-Bil.

AMERICAN INT'L: Lost Up to $2 Bil. as Unit Ends Goldman Trades
AMERICAN INT'L: Former CEO Liddy to Get $120,000 Stipend for 2009
AMERICAN INT'L: Shareholders' Say on Political Spending Sought
AMERICAN RESIDENTIAL: Moody's Downgrades Ratings on Senior Notes
AMWINS GROUP: S&P Affirms 'B-' Counterparty Credit Rating

ARTISTDIRECT INC: DKR Capital No Longer Holds Shares
BALLY TECHNOLOGIES: Fitch Raises Issuer Default Rating From 'BB+'
BERNARD MADOFF: Picard Reports $1.5 Billion Found for Victims
BLACK CROW: Dismissal Denied; Debtor Seeks More Exclusivity
BLACK RAVEN: Deloitte & Touche Raises Going Concern Doubt

BOND RANCH: Case Summary & 14 Largest Unsecured Creditors
BORGWARNER INC: Moody's Affirms 'Ba1' Corporater Family Rating
BRUNO'S SUPERMARKETS: Trustee Sues Execs. for Trashing Company
BSML INC: Forced Into Chapter 7 Bankruptcy by Creditors
C&S GROUP: Moody's Assigns Corporate Family Rating at 'Ba3'

CABLEVISION SYSTEMS: Moody's Assigns 'B1' Rating on $1 Bil. Notes
CABLEVISION SYSTEMS: S&P Puts 'B+' Rating on $1 Bil. Notes
CENTRAL KANSAS: Has Access to Peoples Bank's Cash Until June 16
CF INDUSTRIES: Fitch Assigns 'BB+' Rating on Senior Unsec. Notes
CISTERA NETWORKS: Restates Results for Fiscal 2009 Q1 and Q2

CITADEL BROADCASTING: Has Exclusivity Beyond May 12 Plan Hearing
CLAIRE'S STORES: Posts $10.4 Million Net Loss for FY 2009
COACHMEN INDUSTRIES: GAMCO Says Shares Undervalued, Wants Shake-up
COACHMEN INDUSTRIES: HIG All American Eases Financial Covenants
COACHMEN INDUSTRIES: In Better Situation Than Last Year, CEO Says

COLONIAL BANCGROUP: Not Entitled to Colonial Tax Refund, Says FDIC
COMMUNITY VALLEY: 2009 Report Delayed; $20MM Pre-Tax Loss Expected
CUMULUS MEDIA: Board Approves Cash Bonus Payments for Executives
CUMULUS MEDIA: 2010 Annual Stockholders' Meeting on May 5
DBSD NORTH AMERICA: Sprint takes Plan Fight to 2nd Circuit

DEEP DOWN: Delays Filing of Annual Report on Form 10-K
DELPHI CORP: $264-Mil. in Professionals' Fees Now Approved
DELPHI CORP: Retirees Want to Further Amend Michigan Suit
DELPHI CORP: UAW Sues GM Over $450MM Debt Under Delphi VEBA
DILLARD'S INC: Fitch Upgrades Issuer Default Rating to 'BB-'

DUBAI WORLD: Creditors to Respond to Proposal "Within Weeks"
DYNAMIC BUILDERS: BofA Wants to Confiscate Cash Collateral
DYNCORP INTERNATIONAL: Moody's Reviews Ba3 Corporate for Downgrade
DYNCORP INTERNATIONAL: 'BB' Rating Placed by S&P on CreditWatch
ENVIROSOLUTIONS: Creditors Object to DIP Financing

ERVING INDUSTRIES: Electricity Sales Qualify for Priority Claims
FAIRPOINT COMMS: Clerk Reports Claim Transfers for March
FAIRPOINT COMMS: A. Giamarrino Resigns; L. Hood Name Interim CFO
FIDELITY PROPERTIES: Files Schedules of Assets & Liabilities
FINDEX.COM INC: 2009 Net Loss Widens to $641,088

FLYING J: Reaches $8.5M Refinery Cleanup Deal with Shell
FORBES MEDI-TECH: Reports Net Earnings of C$126,598 in 2009
FORBES MEDI-TECH: Common Stock Now Quoted at OTCBB Under "FMTI"
FRANCISCAN COMMUNITIES: Amends List of Largest Unsecured Creditors
FRANCISCAN COMMUNITIES: Gets Final OK to Access Lenders' Cash

FRANCISCAN COMMUNITIES: Taps Plunkett & Gibson as Bankr. Counsel
FREDDIE MAC: Files February 2010 Monthly Volume Summary
FREDDIE MAC: CEO Haldeman Received $2,076,011 in 2009 Pay
FREMONT GENERAL: New World Tries to Block Plan Approval
GENERAL MOTORS: Fee Examiner Seeks to Expand Stuart Work

GENERAL MOTORS: Pacts Rejection, Global Settlement Approved
GENERAL MOTORS: Denies $500-Mil. Liability for NUMMI Dissolution
GENERAL MOTORS: UAW Files $450-Mil. Lawsuit over Delphi Contract
GENERAL MOTORS: Dr. Cynthia Telles Joins Board of Directors
GMAC INC: CEO Doesn't See ResCap Bankruptcy Filing

GMAC INC: Sells Euro Mortgage Assets and Operations to Fortress
GRAHAM PACKAGING: Amends CFO Bullock's Employment Agreement
GRAY TELEVISION: Files Amendment to Wachovia Credit Agreement
GREYSTONE PHARMACEUTICALS: Case Dismissal Hearing Set for April 27
CITADEL BROADCASTING: Has Exclusivity Beyond May 12 Plan Hearing

HAWKER BEECHCRAFT: To Pay Sept. 2010 Interest on PIK Notes in Cash
HAWKER BEECHCRAFT: Execs' Performance-Based Option Deals Revised
IMAGING3 INC: December 31 Balance Sheet Upside-Down by $1.6-Mil.
INTEGRITY BUILDERS: Involuntary Chapter 11 Case Summary
INT'L LEASE FINANCE: Sells 53 Planes to Macquarie for $1.9-Bil.

IXI MOBILE: Delays Filing of 2009 Annual Report on Form 10-K
JETCO RETAIL: Involuntary Chapter 11 Case Summary
JERRY SWON: Case Summary & 20 Largest Unsecured Creditors
JOSE JORGE: Court Dismisses Chapter 11 Reorganization Case
JRG DAKOTA: Involuntary Chapter 11 Case Summary

KLCG PROPERTY: Court Okays Stuart Maue as Fee Examiner
KONSTANTINO KOURIS: Case Summary & 20 Largest Unsecured Creditors
LAKE AT LAS VEGAS: Hires McKool Smith to File Fraud Lawsuits
LAKE TAHOE: Taps Wilke Fleury to Handle Reorganization Case
LANDMARK VALLEY: Property Sale Hearing Continued Until May 12

LIONS GATE: Asks Shareholders to Discard Proxy Cards from Icahn
LIQUIDATION OUTLET: Asks for Court OK to Obtain DIP Financing
LYONDELL CHEMICAL: Georgia-Pacific May Delay Plan Confirmation
MACDERMID INCORPORATED: Moody's Affirms 'B3' Corp. Family Rating
MAFCO WORLDWIDE: S&P Gives Negative Outlook; Affirms 'B+' Rating

MAGUIRE PROPERTIES: Ex-CEO Seeks to Buy Assets to Help Raise Cash
MAHONING COUNTY: S&P Gives Stable Outlook; Affirms 'C' Rating
MARK J GINSBURG: Creditors Want Receiver Named in Chapter 11 Case
MARK J GINSBURG: Files Amended Schedules of Assets and Liabilities
MARK J GINSBURG: U.S. Trustee Won't Form Creditors Committee

MARKET DEV'T: Files List of 20 Largest Unsecured Creditors
MARKET DEV'T: Files Schedules of Assets & Liabilities
MC PRECASTS: U.S. Trustee Forms 3-Member Creditors Committee
MERUELO MADDUX: Plan Solicitation Period Extended Until June 11
MERUELO MADDOX: Committee May File Chapter 11 Plan in May

MIDWAY GAMES: Files Amended Schedules of Assets and Liabilities
METALS USA: Moody's Raises Corporate Family Rating to 'B2'
MICRON TECHNOLOGY: S&P Raises Rating on Senior Notes to 'B'
MIG INC: Appeals Loss in Paul Weiss Malpractice Suit
MIRANT CORPORATION: Fitch Affirms 'B+' Issuer Default Rating

MIRANT CORPORATION: Moody's Affirms 'B1' Corporate Family Rating
MISCOR GROUP: Delays 2009 Report, Expects Net Loss of $20.5-Mil.
MISSION REAL: Asks for Court's Permission to Use Cash Collateral
MJH EDUCATION: Moody's Affirms 'Ca' Rating on $57.4 Mil. Bonds
NEDAK ETHANOL: McGladrey Pullen Raises Going Concern Doubt

NOVA BIOSOURCE: Controlled Dismissal of Ch. 11 Case Approved
OMEGA HEALTHCARE: Reveals New $320 Million Credit Facility
ORANGE GROVE: Asks Court for April 16 Schedules Filing Deadline
P&F INDUSTRIES: Delays Form 10-K Filing; Expects $9-Mil. Loss
PREFERRED PROPERTIES: Files Schedules of Assets & Liabilities

PRIME GROUP REALTY: Reports $8.5 Million Net Loss for 2009
PRIME STAR: Delays Filing of 2009 Annual Report on Form 10-K
PRIVE VEGAS: Asks Court to Dismiss Chapter 11 Case
PURADYN FILTER: Delays Filing of 2009 Annual Report on Form 10-K
RATHGIBSON INC: Court Approves Bonus Plan for 135 Employees

RATHGIBSON INC: Sets May 21 Plan Confirmation Hearing
RECTICEL NA: Obtains Plan Confirmation After Modifying Contracts
REGENT COMMUNICATIONS: Court Confirms Plan of Reorganization
RONSON CORP: Delays Filing of 2009 Annual Report on Form 10-K
SANSWIRE CORP: Rosen Seymour Raises Going Concern Doubt

SBA TELECOMMUNICATIONS: Moody's Cuts Ratings on Sr. Notes to 'Ba3'
SIX FLAGS: Files Revised Credit Agreements for Plan
SMURFIT-STONE: Facing Objections to Plan Confirmation
SMURFIT-STONE: Proposes to Enter Into Exit ABL Revolving Facility
SMURFIT-STONE: Establishes SSCE Distribution Reserve

SPRINT NEXTEL: Files Supplement to Stock Option Exchange Program
TAMARACK RESORT: Court Converts Chapter 7 Case to Chapter 11
TESORO CORP: S&P Gives Negative Outlook; Affirms 'BB+' Rating
THOMAS SCHULTHEIS: Court Sets June 30 as Claims Bar Date
TIBURON VIEW: Voluntary Chapter 11 Case Summary

TRIBURON POINTE: Voluntary Chapter 11 Case Summary
TITLEMAX HOLDINGS: Wins Confirmation of Full-Payment Plan
TOUSA INC: Wants to Use Cash Collateral Pending Lawsuit Appeal
TOUSA INC: Proposes Tortosa HOA Settlement
TOUSA INC: Seeks to Enter into Agreements with Regal Oaks

TRONOX INC: Liquidity Solutions Offering 77% for Claims
UTEX COMMUNICATIONS: Files Schedules of Assets and Liabilities
UTEX COMMUNICATIONS: Taps Munsch Hardt as Bankruptcy Counsel
UTEX COMMUNICATIONS: Wants Access to Main Street's Cash Collateral
VERENIUM CORP: Biofuels Unit Extends Agreement with BP Biofuels

VION PHARMACEUTICALS: Liquidating Plan Declared Effective
VISINET INC: Voluntary Chapter 11 Case Summary
VISTEON CORP: District Court Affirms OPEB Termination Order
VISTEON CORP: Proposes Plews Shadley as Environmental Counsel
VISTEON CORP: Alvarez & Marsal Bills $2.67MM for Sept.-Nov.

WOODCREST CLUB: Court Fixes April 23 as Claims Bar Date

* IATA Chief Favors Mergers to Cut Costs, Improve Competitiveness

* McKool Smith Names New Principals in Dallas, Austin
* McKool Smith Has Six New Lawyers in New York
* NewOak Capital Names Chad J. Burhance Managing Director

* Upcoming Meetings, Conferences and Seminars


                            *********


ABITIBIBOWATER INC: Says Woodbridge Partnership Can Be Assumed
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that AbitibiBowater Inc.
argued in a document filed with the U.S. Bankruptcy Court that it
has the right to assume and continue operating under a partnership
agreement regarding a mill in Augusta, Georgia.

The report relates that Woodbridge Co., Abitibi's partner in the
plant, contended in a motion that bankruptcy law doesn't permit
assumption of a partnership agreement without its consent.
Abitibi countered by pointing to a December 2007 letter agreement
where Woodbridge consented to an assumption of the partnership
agreement in a reorganization.  Woodbridge's motion is scheduled
for hearing on May 26.

According to the report, AbitibiBowater said its current intention
is to assume the partnership agreement.  In the meantime, Abitibi
wants the bankruptcy court to extend the time to decide on the
assumption until the as-yet-to-be-filed reorganization plan is
confirmed.

                     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).


AERO INVENTORY: U.S. Court Recognizes Chapter 15 Proceeding
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
recognized Aero Inventory (UK) Limited's Chapter 15 case as a
foreign proceeding.

The foreign representative is represented by:

     Marsha A. Houston, Esq.
     Christopher O. Rivas, Esq.
     Reed Smith LLP
     355 South Grand Avenue, Suite 2900
     Los Angeles, CA 90071-1514
     Tel: (213) 457-8000
     Fax: (213) 457-8080

Aero Inventory (UK) Limited -- http://www.aeroinventory.com/-- is
a service provider to companies in the aerospace industry,
providing a comprehensive procurement and inventory management
service.  Aero Inventory's ultimate goal is to become the world's
leading aircraft consumable parts service provider.  Aero
Inventory is listed on the Alternative Investment Market of the
London Stock Exchange with operations in the United Kingdom,
Australia, Canada, China, Bahrain, Hong Kong, Indonesia, Japan,
Switzerland and the United States of America.

Aero Inventory (UK) Limited Ltd. filed a Chapter 15 petition on
November 12, 2009 (Bankr. D. Calif. Case No. 09-41758).  The
Company said it had US$100 million to US$500 million in assets and
US$500 million to US$1 billion in debts in its petition.


AGE REFINING: Chase Capital or Winning Bidder to Fund Plan
-----------------------------------------------------------
Age Refining, Inc., filed with the U.S. Bankruptcy Court for the
Western District of Texas a Disclosure Statement explaining its
proposed Plan of Reorganization.

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

According to the Disclosure Statement, the Plan contemplates the
consummation of a transaction to infuse or create new capital into
the Debtor or sell substantially all of the Debtor's assets and
operations to an interested party.  On March 8, 2010, the
Bankruptcy Court entered the bid procedures order, which began a
marketing process to solicit offers from potential investors or
buyers.  The bid procedures provide for solicitation and marketing
to occur through May 1, 2010, and, if necessary, an auction to
occur on May 5, 2010.  By the end of this process, the Debtor
intends to designate a successful bidder as the Plan proponent and
the proponent of a transaction to be consummated under the Plan.

The source(s) of funding necessary for the treatment of claims and
interests will be Chase Capital Corporation, a secured creditor,
or the successful bidder under an alternate transaction, as
applicable.

                        Treatment of Claims

   Classes of Claims                 Estimated Percentage Recovery
   -----------------                 -----------------------------
1: Other Priority                              100%
2: Asset Based Credit Facility                 100%
3: Secured Term Credit Facility($40MM)       Unknown
4: Other Secured Claims                        100%
5: General Unsecured and Unsecured
   Term Credit Facility ($40MM)              Unknown
6: Convenience Class                           100%
7: Subordinated Claims                          0%
8: AGE Refining Interests                       0%

Holders of general unsecured claims and unsecured term credit
facility will receive their pro rata share of the shares of the
new common stock representing 5% of the new common stock to be
issued and outstanding on the effective date.

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

The Debtor is represented by:

     Mark E. Andrews
     Aaron M. Kaufman
     Cox Smith Matthews Inc.
     1201 Elm Street, Suite 3300
     Dallas, Texas 75270
     Tel: (214) 698-7800
     Fax: (214) 698-7899

     Carol E. Jendrzey
     Cox Smith Matthews Inc.
     112 E. Pecan Street, Suite 1800
     San Antonio, Texas 78205
     Tel: (210) 554-5500
     Fax: (210) 226-8395

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

The Company filed for Chapter 11 bankruptcy protection on
February 8, 2010 (Bankr. W.D. Texas Case No. 10-50501).  The
Company listed $10,000,001 to $50,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


AIG BAKER: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------
AIG Baker Deptford, LLC, has filed with the U.S. Bankruptcy Court
for the Northern District of Alabama a list of its 20 largest
unsecured creditors.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                     Nature of Claim      Claim Amount
  ------                     ---------------      ------------
Deptford Tax Collector
1011 Cooper Street
Woodbury, NJ 08096-3076        Taxes                $446,161

McGriff Seibels & Williams
2211 7th Avenue South
Birmingham, AL 35233           Trade Debt            $48,107

Diane Turton, Realtors
1216 3rd Ave.
Spring Lake, NJ 07762          Trade Debt            $46,113

King & Spalding LLP            Trade Debt            $29,625

CPM Builders                   Trade Debt            $26,968

The Mattress Factory           Security Deposit      $15,459

Ballard Spahr                  Trade Debt            $15,000

Five Guys Famous Burgers       Security Deposit      $13,600

Deptford Family Dental         Security Deposit       $9,333

We R Wireless                  Security Deposit       $4,576

Great Clips                    Security Deposit       $4,000

Cricket (Metro PCS)            Security Deposit       $3,870

Riker Danzig Scherer Hyland
Perretti LLP                   Trade Debt             $3,510

PSE&G                          Trade Debt             $2,858

Spa #1 Nails                   Security Deposit       $2,800

Copeland, Franco, Screws, &
Gill                           Trade Debt             $2,754

Waste Management of NJ         Trade Debt             $1,677

Deptford Township MUA          Trade Debt               $903

Techna-Pro Electric            Trade Debt               $246

Verizon                        Trade Debt                 $54

Birmingham, Alabama-based AIG Baker Deptford, LLC, is a single
asset real estate.  The Company filed for Chapter 11 bankruptcy
protection on April 1, 2010 (Bnkr. N.D. Ala. Case No. 10-02059).
Andre' M. Toffel, Esq., at Andre' M. Toffel, P.C., assists the
Company in its restructuring effort.  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.


AIG BAKER: Section 341(a) Meeting Scheduled for May 11
------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of AIG Baker
Deptford, LLC's creditors on May 11, 2010, at 2:30 p.m.  The
meeting will be held at Robert S. Vance Fed Building, 1800 5th
Avenue No, Room 127, Birmingham, AL 35203.

This is the first meeting of creditors required under Section
341(a) of the U.S. 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.

Birmingham, Alabama-based AIG Baker Deptford, LLC, is a single
asset real estate.  The Company filed for Chapter 11 bankruptcy
protection on April 1, 2010 (Bnkr. N.D. Ala. Case No. 10-02059).
Andre' M. Toffel, Esq., at Andre' M. Toffel, P.C., assists the
Company in its restructuring effort.  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.


AIG BAKER: Taps Andre M. Toffel as Bankruptcy Counsel
-----------------------------------------------------
AIG Baker Deptford, LLC, has sought permission from the U.S.
Bankruptcy Court for the Northern District of Alabama to employ
Andre M. Toffel, P.C., as bankruptcy counsel.

Andre M. Toffel will, among other things:

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

     b. prepare on behalf of the Debtor necessary motions,
        applications, answers, orders, reports, and other papers
        in connection with the administration of the Debtor's
        estate;

     c. negotiate and prepare a plan of reorganization, disclosure
        statement, and all related documents; and

     d. negotiate and prepare documents relating to the
        disposition of assets, as and to the extent requested by
        the Debtor.

Andre M. Toffel will be paid based on the hourly rates of its
personnel:

        Attorneys                       $200-$375
        Paralegals                       $50-$75
        Legal Assistants                 $50-$75
        Document Clerks                  $50-$75

Andre M. Toffel, a partner at Andre M. Toffel, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Birmingham, Alabama-based AIG Baker Deptford, LLC, is a single
asset real estate.  The Company filed for Chapter 11 bankruptcy
protection on April 1, 2010 (Bankr. N.D. Ala. Case No. 10-02059).
Andre' M. Toffel, Esq., at Andre' M. Toffel, P.C., assists the
Company in its restructuring effort.  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.


AIG BAKER: Wants to Use Cash Collateral of PNC & Regions Bank
-------------------------------------------------------------
AIG Banker Deptford, LLC, seeks authority from the U.S. Bankruptcy
Court for the Northern District of Alabama to use the cash
collateral of PNC Bank, National Association, and Regions Bank.

The Debtor says that rents generated from the Debtor's property
constitute cash collateral.  The real property generating the
Rents is located in New Jersey

Andre M. Toffel, Esq., at Andre M. Toffel, P.C., the attorney for
the Debtor explains that the Debtor need the money to fund its
Chapter 11 case, pay suppliers and other parties.

The Debtor says that PNC and Regions are oversecured and the
equity cushion in the Debtor's property is sufficient to
adequately protect PNC's and Regions' interest.  The Debtor will
continue to use the cash collateral to operate and maintain the
property, which constitutes adequate protection with respect to
PNC and Regions.

PNC Bank (the Agent), individually and as Administrative Agent for
PNC Bank and Regions Bank (collectively, the Banks) object to the
Debtor's efforts to utilize rents owned by the Agent as if they
were cash collateral.  The rents at issue were assigned to the
Agent pursuant to agreements that are absolute assignments under
New Jersey law, where the mortgaged premises generating the rents
are located.  In addition, the Agent exercised its rights under
the assignments of rents and has been collecting the rents
directly from the tenants for almost a year.  The Debtor retains
no interest in the rents, and they are not property of the estate,
the Banks say.

PNC Bank is represented by Lisa S. Bonsall, Esq.
(lbonsall@mccarter.com), at McCarter & English, LLP.

Regions Bank is represented by Jennifer Harris Henderson, Esq.
(jhenderson@babc.com), Patrick Darby, Esq. (pdarby@babc.com), and
Glenn Glover, Esq. (gglover@babc.com), at Bradley Arant Boult
Cummings LLP.

Birmingham, Alabama-based AIG Baker Deptford, LLC, is a single
asset real estate.  The Company filed for Chapter 11 bankruptcy
protection on April 1, 2010 (Bnkr. N.D. Ala. Case No. 10-02059).
Andre' M. Toffel, Esq., at Andre' M. Toffel, P.C., assists the
Company in its restructuring effort.  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.


AK STEEL: Moody's Gives Stable Outlook; Affirms 'Ba2' Rating
------------------------------------------------------------
Moody's Investors Service changed AK Steel Corporation's rating
outlook to stable from negative.  At the same time, Moody's
affirmed the Ba2 corporate family rating and the Ba3 rating on AK
Steel's senior unsecured notes.

The stable outlook reflects Moody's expectations that AK Steel
will evidence good earnings recovery in 2010 as volumes and
pricing improve and that its debt protection metrics will
strengthen commensurately.  While recovery in key end markets is
expected to continue to be gradual, the improved production levels
in the automotive industry will benefit the company's earnings in
2010 given the value added component of sales to this sector.
Although key input costs are expected to increase, particularly
iron ore, the outlook anticipates that the company will be able to
maintain acceptable earnings contributions through market price
increases and indexed pricing mechanisms in most of its contracts.
The outlook also incorporate Moody's expectation that conditions
for steel producers will remain challenging in 2010, although
Moody's do not anticipate a return to the extremely low
utilization levels experienced in 2009.  Factored into the outlook
as well is the company's strong liquidity position, which Moody's
expect to be maintained in 2010 notwithstanding likely increased
working capital requirements on increasing volumes.

AK Steel's Ba2 corporate family rating is supported by its
business mix, which continues to be heavily weighted to contract
positions and its strong liquidity position.  AK Steel's product
mix benefits from a meaningful level of value added products,
including coated, electrical, and stainless products.  However,
the rating also considers the cyclicality of the steel industry,
the expected slow recovery to volume levels that will result in
better fixed cost absorption, and the company's somewhat higher,
although much improved, cost base.  AK Steel's liquidity position
was supported by its cash balances of $462 million at December 31,
2009, and availability of roughly $600 million under its
$850 million borrowing base revolving credit facility.

Moody's last rating action on AK Steel was March 13, 2009, when
the rating outlook was changed to negative from stable.

Headquartered in West Chester, Ohio, AK Steel is a middle tier
integrated steel producer.  Revenues in fiscal 2009 were
$4.1 billion on steel shipments of 3.9 million tons.


ALIMENTATION COUCHE-TARD: Moody's Reviews 'Ba1' Rating on Bonds
---------------------------------------------------------------
Moody's Investors Service placed Alimentation Couche-Tard Inc.'s
Ba1 senior subordinate rating under review for possible downgrade.
The rating action follows the company's launch of a hostile all-
cash bid for Casey's General Stores Inc., valuing the target at
roughly $1.9 billion.

On Review for Possible Downgrade:

Issuer: Alimentation Couche-Tard, Inc

  -- Senior Subordinated Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Ba1

Outlook Actions:

  -- Outlook, Changed To Rating Under Review From Stable

The review for downgrade considers Moody's belief that Casey's
would represent a relatively large sized acquisition which has the
potential to increase ACT's initial adjusted pro-forma leverage
from roughly 3x to over 4x.  While ACT has a favorable track
record of integrating acquisitions and additional acquisitions are
contemplated for in its current rating, the proposed acquisition
of Casey's has the potential to stretch ACT's key credit measures
beyond the bounds that Moody's currently expects.

The ratings review will focus on ACT's plans to finance the
potential transaction, including an assessment of its resulting
balance sheet, liquidity profile and plans for future debt
reduction.  The review will also focus on ACT's integration plans
for Casey's, including the potential for any cost synergies
recognizing that Casey's largely rural footprint differs from
ACT's current concentration in more urban areas.  Finally, in the
event that ACT's bid for Casey's is not successful, Moody's will
reconsider its expectations for ACT's appetite to pursue any
future leveraged transactions.

ACT's rating would likely be downgraded if Moody's were to
conclude that the company's adjusted Debt/ EBITDA were expected to
be sustained towards 4x with free cash flow into the low single
digits relative to adjusted debt levels.

The last rating action for Alimentation Couche-Tard Inc. was on
December 7, 2009, when the company's senior subordinate rating was
upgraded to Ba1 from Ba2.

Alimentation Couche-Tard Inc., headquartered in Laval, Quebec,
operates or licenses about 5,900 convenience stores in Canada and
the United States under the "Circle K", "Couche-Tard", "Mac's",
and other banners.  The company also licenses around 3,700
"Circle-K" convenience stores in Mexico and East Asia.  Revenue
for the twelve months ending January 31, 2010, totaled roughly
$15.4 billion.


AMERICAN INT'L: ILFC Sells 53 Planes to Macquarie for $1.9-Bil.
---------------------------------------------------------------
Macquarie Group Limited said its unit, Macquarie Bank Limited, has
entered into an agreement to acquire an aircraft operating lease
portfolio from International Lease Finance Corporation, a
subsidiary of American International Group, Inc.

Of the 53 aircraft that MBL has agreed to acquire from ILFC, MBL
will acquire 47 aircraft for $1.671 billion (net of current cash
deposits and subject to adjustments).  The purchase will be funded
from existing cash reserves.  In connection with the transaction,
MBL will transfer to Macquarie AirFinance Limited, a global
aircraft leasing company of which Macquarie owns 37.5%, MBL's
right to purchase six of the 53 aircraft directly from ILFC on
similar terms to MBL.

The purchase price gross of current cash deposits (subject to
adjustments) for the 53 aircraft under the agreement is $1.987
billion.

Completion of the transaction is expected to occur over the
remainder of calendar 2010, subject to customary closing
conditions. The impact on Macquarie's regulatory capital surplus
as a result of the transaction is not expected to be material.

The portfolio of 47 aircraft comprises young, modern aircraft on
lease to 35 airlines in 27 countries.  The weighted average age of
the fleet is less than 4 years and the average remaining lease
term is more than 5 years. Boeing 737 Next Generation and Airbus
A320 Family aircraft make up more than 70% of the portfolio. The
remainder of the portfolio are in-production widebody aircraft,
well suited to the operating lease market. Macquarie considers the
credit quality of the lessees to be above average for an aircraft
operating lease portfolio.

The acquisition builds on Macquarie's existing leasing business in
the aircraft sector and Macquarie's substantial experience in the
leasing of assets through its Corporate and Asset Finance division
which has loans and leases under management of A$13.8 billion, as
at December 31, 2009, across a range of industry sectors.

Macquarie Group Chief Financial Officer, Greg Ward, said: "This
transaction leverages Macquarie's existing expertise in asset
leasing, demonstrates the strength of our aircraft management
capabilities and diversifies the client base of our aircraft
fleet."

Macquarie's existing aircraft leasing business include:

     * Macquarie Asset Leasing Trust, a wholly owned aircraft
       leasing vehicle established in 2005 which owns nine
       aircraft on lease to a major Australian airline; and

     * MAF, a global aircraft leasing company which in 2006
       purchased GATX Air, the aircraft leasing business of the
       GATX Corporation, and which prior to this transaction owns
       or manages 124 jet aircraft leased to 57 operators in 30
       countries, across 6 continents.


According to Dow Jones Newswires' Rebecca Thurlow and Joan E.
Solsman, Alan Lund, ILFC's new CEO, said Wednesday that ILFC's
ability to garner large aircraft sales along with its success in
tapping financial markets "strongly demonstrates ILFC's ability to
generate liquidity and delever its balance sheet."

Dow Jones says Macquarie's purchase of the portfolio for below its
$2.32 billion book value follows the investment bank's purchase of
a A$1 billion ($927.4 million) portfolio of auto leases and loans
from the Australian arm of auto giant Ford Motor Co. in October.

According to Dow Jones, the sale will increase the average age of
ILFC's remaining fleet to 7.6 years from 7.4.

Dow Jones notes that ILFC recently lost its interim chief
executive, less than two months after he assumed the post, because
of federal compensation limits.  AIG Chief Executive Robert
Benmosche has said the unit's ability to sell $750 million in
bonds last month reflects investor confidence in the group.

The deal is expected to be completed by the end of 2010.

                       About Macquarie Group

Macquarie Group is a global provider of banking, financial,
advisory, investment and funds management services.  Macquarie's
main business focus is making returns by providing a diversified
range of services to clients.  Macquarie acts on behalf of
institutional, corporate and retail clients and counterparties
around the world.  Macquarie Group Limited is listed in Australia
(ASX:MQG; ADR:MQBKY) and is regulated by APRA, the Australian
banking regulator, as the owner of Macquarie Bank Limited, an
authorized deposit taker.  Founded in 1969, Macquarie employs
approximately 14,400 people in more than 70 office locations in 28
countries. Including the recent acquisition of Delaware
Investments, Macquarie had assets under management of A$342
billion at December 31, 2009.

                            About ILFC

International Lease Finance Corporation, headquartered in Los
Angeles, California, 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: Lost Up to $2 Bil. as Unit Ends Goldman Trades
--------------------------------------------------------------
Reuters says a source familiar with the matter said on Sunday that
American International Group Inc. realized a loss of up to
$2 billion last year as its Financial Products unit ended most of
its remaining trades with Goldman Sachs Group Inc.

According to Reuters, that source said AIG realized a loss of
$1.5 billion to $2 billion as it ended credit default swaps, or
insurance like guarantees, with Goldman on about $3 billion of
mortgage collateralized debt obligations.  The Wall Street Journal
says that leaves the unit's swaps with Goldman on $1.3 billion in
CDOs, called Abacus.  The report notes AIG officials felt the
assets could do better than what their prices would show.

AIG and Goldman declined to comment, according to Reuters.

                             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: Former CEO Liddy to Get $120,000 Stipend for 2009
-----------------------------------------------------------------
American International Group, Inc., disclosed that on April 7,
2010, its Board of Directors determined to provide its former
Chairman and Chief Executive Officer, Edward M. Liddy, with an
annual stipend of $120,000 in respect of 2009.  This stipend
represents the overall higher cost of living and inconvenience
that Mr. Liddy was required to incur as a result of his service in
New York notwithstanding that he and his family resided in
Chicago.  Since Mr. Liddy retired from AIG in August 2009, he was
only eligible for $80,000 of the stipend.  AIG was permitted to
pay this amount under the TARP Standards for Compensation and
Corporate Governance after providing the proposal for the stipend
to the satisfaction of the Special Master for TARP Executive
Compensation.

                             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: Shareholders' Say on Political Spending Sought
--------------------------------------------------------------
American International Group, Inc., disclosed in a regulatory
filing that The New York State Common Retirement Fund intends to
ask shareholders at the Company's annual meeting next month to
urge AIG's board of directors to adopt a policy that shareholders
be given the opportunity, at each annual shareholder meeting, to
vote on an advisory resolution, proposed by management, to ratify
AIG's political spending program for the previous fiscal year.

The New York State Retirement Fund wants AIG to disclose
information regarding AIG's political spending program, including:

     1. Policies and procedures for (a) political contributions
        and expenditures made with corporate funds and (b)
        payments used for grassroots lobbying communications.

     2. (a) Monetary and non-monetary political contributions and
        expenditures made in the previous fiscal year for
        political purposes, including but not limited to
        contributions to or expenditures on behalf of political
        candidates, political parties, political committees and
        independent tax-exempt entities often referred to as
        "section 527 organizations" that are unregulated by the
        Federal Election Commission and focus on issue advocacy
        and voter mobilization, as opposed to the election,
        appointment or defeat of particular candidates; and (b)
        any portion of any dues or similar payments made to any
        tax-exempt organization in the previous fiscal year that
        is used for an expenditure or contribution which, if made
        directly by AIG, would not be tax-deductible.

     3. Payments used for grassroots lobbying communications in
        the previous fiscal year.

According to the Retirement Fund, "As long-term AIG shareholders,
we support transparency and accountability in corporate political
spending. Absent a system of accountability, company assets can be
used for policy objectives that may be contrary to the long-term
interests of the company. In addition, a strategy based on
obtaining particular political outcomes may create greater risks
for companies and their shareholders, as political fortunes may
shift. We believe that annual shareholder ratification of
political spending would provide this needed accountability."

The Fund also says, "AIG's political expenditures have come in for
criticism in the past, suggesting that more accountability could
be beneficial. For example, a 2006 press report described AIG as
participating in the technically legal practice of having numerous
subsidiaries contribute the maximum amount to candidates, thereby
skirting per-company limits on contributions."  The Fund cited
"AIG Political Contributions Questioned in N.Y.," Insurance
Journal, Sept. 21, 2006)."

The Fund also notes that AIG and the Starr Foundation (then under
the control of AIG insiders) reportedly contributed $15 million in
2003 to finance a U.S. Chamber of Commerce-led campaign to repeal
the Sarbanes-Oxley law.  In the Fund's view, such expenditures
were not in the interests of AIG or its shareholders.  The Fund
cited "Chamber Threatens Anti-Bailout Members," Politico, Sept.
30, 2008.

The Fund states that it beneficially owns 452,155 shares of AIG
Common Stock.

The Annual Shareholders' Meeting will be held at 180 Maiden Lane,
3rd Floor, New York, on May 12, 2010, at 10:00 a.m.  Aside from
the Fund's proposal, other agenda at the meeting are:

     1. To elect 11 nominees as directors of AIG to hold office
        until the next annual election and until their successors
        are duly elected and qualified;

     2. To elect the two nominees as Series E and Series F
        Directors;

     3. To vote upon a non-binding shareholder resolution to
        approve executive compensation;

     4. To act upon a proposal to approve the American
        International Group, Inc. 2010 Stock Incentive Plan;

     5. To act upon a proposal to ratify the selection of
        PricewaterhouseCoopers LLP as AIG's independent registered
        public accounting firm for 2010;

     6. To act upon a shareholder proposal relating to cumulative
        voting;

     7. To act upon a shareholder proposal relating to executive
        compensation retention upon termination of employment; and

     8. To transact any other business that may properly come
        before the meeting.

Shareholders of record at the close of business on March 19, 2010
will be entitled to vote at the meeting.

A full-text copy of AIG's proxy statement is available at no
charge at http://ResearchArchives.com/t/s?5fe5

                             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 RESIDENTIAL: Moody's Downgrades Ratings on Senior Notes
----------------------------------------------------------------
Moody's lowered all the credit ratings of American Residential
Services L.L.C. by one notch after the upsizing of its proposed
senior secured second lien notes from $150 million to
$165 million.  Moody's lowered the Corporate Family Rating,
Probability of Default Rating and senior secured second lien note
ratings to B3 from B2.  The proceeds from the $165 million of
senior secured second lien notes are expected to be used to repay
existing secured debt, pay related fees and expenses, and fund a
dividend to the shareholders.  ARS Finance, Inc. will be a co-
borrower under the note indenture.  The rating outlook is stable.

The B3 corporate family rating reflects the exposure of the
company's business lines to weather conditions, the possibility
that high unemployment rates and tight credit market conditions
could lead consumers to defer purchases or self-repair, a short
track record of positive free cash flow and risks related to the
company's acquisition strategy.  The ratings are supported by
steady financial performance during 2009 despite difficult market
conditions, the significant emergency service component of the
company's revenues, a geographically diverse branch network and a
track record of effectively acquiring and integrating
acquisitions.  Projected interest coverage and cash flow metrics
are in line with the B3 rating category.

Moody's lowered these ratings (assessments):

* $165 million senior secured second lien notes due 2015, to B3
  (LGD 4, 55%) from B2 (LGD 4, 56%)

* Corporate Family Rating, to B3 from B2

* Probability of Default Rating, to B3 from B2

The last rating action on ARS was on April 8, 2010, when Moody's
assigned a B2 Corporate Family Rating, a B2 Probability of Default
Rating and a B2 to $150 million of proposed senior secured second
lien notes.

ARS, headquartered in Memphis, Tennessee, is one of the leading
providers of HVAC, plumbing, sewer and drain cleaning, and
residential efficiency services in the United States, serving both
residential and commercial customers.  The business is principally
focused on the residential market and has a network of 66 branch
locations in 23 states across the continental United States.  On a
pro forma basis for the acquisition and contribution of Efficient
Attic Systems to ARS, as if such acquisition had occurred on
January 1, 2009, revenues were approximately $550 million for the
year ended December 31, 2009.


AMWINS GROUP: S&P Affirms 'B-' Counterparty Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
counterparty credit rating on AmWINS Group Inc.  The outlook
remains stable.  At the same time, S&P affirmed its 'B-' first-
lien senior secured and 'CCC' second-lien senior secured debt
ratings on AmWINS.

The affirmation follows AmWINS' April 9, 2010, announcement that
it will merge with Colemont Insurance Brokers.  AmWINS is the
second-largest wholesale broker in the U.S., according to Business
Insurance's 2009 ranking.  Colemont is the fifth-largest wholesale
broker in the U.S., with a sizable international brokerage
presence.

"The transaction is large from a revenue and earnings perspective.
Colemont's 2009 revenues totaled $115 million, compared with
AmWINS' $227 million," said Standard & Poor's credit analyst Julie
Herman.  "However, AmWINS' debt burden will increase by a very
modest $31 million, which is less than 10% of total debt and
consists of a $15 million increase in AmWINS' first-lien loan and
use of $20 million in revolver capacity, because it is funding a
material proportion of the transaction with equity."

"Further, if the merger is executed successfully, AmWINS' leverage
profile should improve modestly in 2010, with Colemont's earnings
offsetting the increased debt burden," said Ms. Herman.  Colemont
generated roughly $13.5 million in EBITDA in 2009.

The drawdown of the revolving credit facility will introduce a
total leverage restrictive covenant.  However, the company will
have a sizable amount of unrestricted cash upon the closing of the
transaction as well as a reasonable cushion relative to this
covenant.


ARTISTDIRECT INC: DKR Capital No Longer Holds Shares
----------------------------------------------------
DKR Capital Partners, L.P., DKR Oasis Management Company, LP, DKR
Soundshore Oasis Holding Fund, Ltd., and Seth Fischer disclosed
that as of March 8, 2010, they no longer held shares of
ARTISTdirect, Inc. common stock.

DKR is a registered investment adviser and the managing general
partner of DKR Oasis Management, which in turn is the investment
manager of Soundshore Oasis.  Soundshore Oasis is a Cayman Islands
exempted company.  Mr. Fischer is responsible for the supervision
and conduct of all investment activities of the Investment
Manager, including all investment decisions with respect to the
assets of Soundshore Oasis.

                        About ARTISTdirect

ARTISTdirect, Inc. (OTC BB ARTD) is a publicly held holding
company with two operating subsidiaries: ARTISTdirect Internet
Group, Inc., which operates one of the largest destination sites
on the Internet for music and motion picture news, information and
streaming music.  ADIG also operates an ad network that is
currently ranked 5th in comScore's ranking of music sites.  Peer
Media Technologies, Inc., incorporating the company's
MediaDefender and MediaSentry units, provides intellectual
property protection and business information services to major
motion picture studios, record labels, television networks, gaming
companies and software publishers, and Internet marketing services
to advertising agencies and other clients.

On August 5, 2009, ARTISTdirect filed a Form 15 with the United
States Securities and Exchange Commission to suspend the Company's
SEC reporting obligations.

As of March 31, 2009, ARTISTdirect had $4,196,000 in total assets;
and total current liabilities of $4,076,000 and total long-term
liabilities of $1,450,000; resulting in stockholders' deficiency
of $1,330,000.

                       Going Concern Doubt

Gumbiner Savett Inc., in its audit report on the Company's 2008
Annual Report, raised substantial doubt about the Company's
ability to continue as a going concern.  Gumbiner Savett said the
Company has experienced declining revenues, negative working
capital, a net loss, and uncertainty relating to its ability to
improve its operating results under current economic conditions.


BALLY TECHNOLOGIES: Fitch Raises Issuer Default Rating From 'BB+'
-----------------------------------------------------------------
Fitch Ratings has upgraded Bally Technologies, Inc.'s Issuer
Default Rating to investment grade and taken these rating actions:

  -- IDR upgraded to 'BBB-' from 'BB+';

  -- $183 million senior secured term loan due 2012 affirmed at
     'BBB-';

  -- $75 million senior secured revolver due 2012 affirmed at
     'BBB-';

  -- $75 million senior secured revolver due 2014 rated 'BBB-'.

The Rating Outlook was revised to Stable from Positive.

The upgrade is supported by an improved liquidity profile provided
by the expected sale of the Rainbow Casino and new revolving
credit facility, as well as continued operational and financial
improvement driven by its improving and broadening product
pipeline, solid market position, and sustained debt reduction.

Primary credit concerns include capital allocation decisions,
technology execution, litigation risk, and the company's limited
tangible asset base.

Despite the difficult operating conditions for casino operators,
Bally's operating momentum and solid product pipeline has
continued to drive ship share solidly above its installed base
market share, which has significantly improved the company's
market position over the last few years and dramatically improved
its financial results.  Since the recession deepened in September
2008, Bally's latest 12-month reported adjusted EBITDA has
remained relatively flat at nearly $300 million, and is up six-
fold from its trough level of around $50 million in FY06.

However, the positive momentum has slowed as expected, and the
operating environment is likely to remain challenging in upcoming
quarters.  Results in recent quarters have been impacted by the
pressure on casino operator capital budgets, which was within
Fitch's previously communicated expectations.

Although Fitch expects the current pressure on casino operators to
continue to impact the operating performance of suppliers in the
near-term, there are some mitigating factors that support a more
positive secular view.  Upcoming unit sales will benefit from the
supply increases in various existing and new markets.  Although
replacement demand remains weak, casino floors are becoming aged,
which will result in an eventual and inevitable cyclical pickup in
replacement demand since the peak of the last replacement cycle
was in 2004.

Capital Allocation:

As Bally's financial position has improved significantly over the
past couple of years, capital allocation decisions with respect to
potential M&A and share repurchase are likely to impact the
credit.  The April 9, 2010 amendment to the bank credit agreement
relaxed some of the restrictive covenants, providing the company
more financial flexibility to pursue acquisitions and return cash
to shareholders.  There are no restrictions on share repurchase
(or other restricted payments) if Bally's leverage is below 1.0
times.  If leverage is between 1.0x and 1.5x, there is an annual
limit of $75 million, and if leverage is greater than 1.5x, there
is an annual limit of $50 million.  The lifetime cap on restricted
payments of $220 million was removed.

As it relates to potential acquisitions, the amendment removed the
$250 million cap on acquisitions and increased the ability to
issue unsecured debt to $300 million from $150 million.  In
addition, the maximum permitted leverage ratio was increased to
3.0x from 2.0x.  While the amendment gives the company greater
flexibility to add leverage to the credit, it also improves
pricing by 50 basis points on the drawn amount and by 25 bps on
the undrawn amount (based on current leverage).

Fitch believes Bally is likely to use free cash flow and proceeds
from the Rainbow Casino sale to repurchase shares liberally in the
absence of any attractive growth investments, such as potential
acquisitions.  Fitch's base case for the 'BBB-' IDR consists of
normalized leverage of up to 1.0x, which allows a slight increase
in leverage from share repurchase.  A small, strategic acquisition
that temporarily increases leverage up to 2.0x would be consistent
with the current IDR.  A larger scale acquisition (i.e. WMS or
Aristocrat) is not executable within the current capital
structure, so there would be a recapitalization in that event.  In
Fitch's view, a potential merger with WMS or Aristocrat would be
viewed positively from a strategic and competitive standpoint,
which could allow somewhat higher normalized leverage levels
relative to the 'BBB-' IDR.

The term loan balance as of March 31, 2009, was $183 million and
LTM EBITDA was nearly $300 million, resulting in leverage and
gross interest coverage of roughly 0.6x and nearly 21x,
respectively.  LTM FCF was $116 million and should remain solid,
but the company's EBITDA flow through to FCF may be somewhat
impacted as Bally extends additional financing to strained casino
operators.  Still, Fitch believes FCF should comfortably cover
required term loan principal amortization of $32.5-$45 million
annually through FY2012, while leaving ample residual FCF for
share repurchase.

In addition to the solid FCF profile, Bally's liquidity position
is strong relative to its cash needs, with $68 million in
available cash (net of cage cash) as of Dec. 31, 2009.  The
company's undrawn revolver capacity increases to $150 million from
$75 million.  The Rainbow Casino was sold to Isle of Capri for
$80 million, or 5.5x LTM EBITDA, while net proceeds to Bally are
expected to be roughly $60 million.  As a result, pro forma
liquidity for the revolver and asset sale is nearly $280 million,
which is well more than the company's uses over the next couple of
years.

Technology Execution:

The implementation and commercial rollout of the server-based
gaming product cycle has been pushed back meaningfully over the
past few years, which has enabled Bally to continue to invest in
product and game development and protect its competitive position.
Due to its larger size, greater financial resources, and broader
product pipeline, Fitch remains concerned that International Game
Technology could strengthen its competitive advantage in a
replacement cycle driven by server-based gaming, although Bally
also has competing server-based products and technology.

Bally's product platform improvement over the past couple of
years, its strength in its systems business, and recent success
with products that offer some server-based functionality mitigates
this risk somewhat.  IGT has made a sizable R&D investment in
server-based gaming over the last few years at the expense of its
game content, which has enabled both Bally and WMS Gaming to
materially increase their market position.  Still, the economics,
timing, and market impact of a broad server-based gaming rollout
remain uncertain.

Litigation Risk:

The gaming supplier industry is highly litigious with respect to
patent infringement, and market-leader IGT and Bally have had
multiple lawsuits historically.  Patent infringement lawsuits in
the gaming supplier industry, as well as the broader technology
industry, often result in some sort of settlement or licensing
agreement and seldom go to trial.  The litigious nature of the
industry necessitates companies, particularly second-tier
companies like Bally, to maintain low levels of debt leverage.

Future Rating Considerations:

The Stable Outlook reflects Fitch's view that the industry and
Bally exhibit a number of sustainable investment characteristics,
which support an investment grade IDR:

  -- oligopoly industry structure: four main players (although
     Konami has been making strides to make it five);

  -- high barriers to entry: licensing requirements, brand/game
     title recognition;

  -- recurring revenue sources: gaming operations, systems
     maintenance/service revenue, growing installed base of
     replacement units;

  -- strong free cash flow generation capability: low capex
     requirements.

However, those attributes are offset by the secular uncertainty of
technology and litigation risks.  As a result, while Fitch
upgraded Bally's IDR to investment grade, those risks necessitate
maintaining low levels of leverage compared to other investment
grade companies and industries.

A further upgrade of Bally's IDR is unlikely, but credit
improvement would be supported by the continued broadening and
penetration of the company's product portfolio, as well as
increased penetration geographically.  Specifically, an improved
market position in progressives and video products and increased
international penetration would be positive factors.  In addition,
Bally's performance and market position relative to a server-based
rollout will be closely monitored, and an adverse change in ship
share could put negative pressure on the rating and/or Outlook.

Credit Facility Affirmation:

Bally's credit facility rating was affirmed at 'BBB-' and the new
$75 million revolver was rated 'BBB-'.  As an issuer's credit
profile improves and the probability of default reduces, the
impact of over-collateralization and recovery prospects on an
issue-specific rating becomes less meaningful.  As a result, the
notching of issue-specific ratings relative to the IDR is
compressed as the IDR increases.  Therefore, Fitch affirmed the
credit facility rating, compared to the one-notch upgrade of the
IDR.

The credit facility is secured by substantially all of Bally's
domestic property and is guaranteed by each of its domestic
subsidiaries except for its interest in the Rainbow Casino, which
is being sold.  While Fitch recognizes that much of the company's
value outside of the Rainbow Casino is in the form of intangible
assets, it continues to believe the credit facility is currently
highly over collateralized, and the recovery prospects are strong
given the rapid principal amortization of the term loan.


BERNARD MADOFF: Picard Reports $1.5 Billion Found for Victims
---------------------------------------------------------------
Bob Van Voris at Bloomberg News reports that Irving H. Picard, the
trustee liquidating Bernard L. Madoff Investment Securities LLC,
filed with the Bankruptcy Court an 83-page report saying he has
recovered $1.5 billion for former customers and is pursuing
$14.8 billion more from feeder funds, Bernard Madoff's family and
friends and related parties.

According to Bloomberg, Mr. Picard said he has made "significant
headway into the investigation of Madoff's fraud."  Mr. Picard
previously said he had recovered $1.08 billion as of June 30.

The trustee said in the report that, as of March 31, he has filed
14 avoidance actions seeking allegedly improper profits from
Madoff's $65 billion fraud.  Mr. Picard anticipates filing
additional litigation based on ongoing investigation by his
counsel and advisors.

                   About Bernard L. Madoff

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

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

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

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

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

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


BLACK CROW: Dismissal Denied; Debtor Seeks More Exclusivity
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the U.S. Bankruptcy
Court rejected a request by secured lender General Electric
Capital Corp. to dismiss the Chapter 11 case of Black Crow Media
Group LLC.  The Court also denied a request by GECC to modify the
automatic stay so it could foreclose the business.

Black Crow is now asking the Bankruptcy Court to extend its
exclusive right to propose a Chapter 11 plan until Sept. 9.

Black Crow has already obtained approval of $1.5 million in
debtor-in-possession financing.  GECC had opposed.

                      About Black Crow Media

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172).  The
Company's affiliates -- Black Crow Media, LLC, et al. -- also
filed separate Chapter 11 petitions.

Mariane L. Dorris, Esq., and R Scott Shuker, Esq., at Latham
Shuker Eden & Beaudine LLP, assist the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


BLACK RAVEN: Deloitte & Touche Raises Going Concern Doubt
---------------------------------------------------------
Black Raven Energy, Inc., filed on April 5, 2010, its annual
report on Form 10-K for the year ended December 31, 2009

Deloitte & Touche LLP, in Denver, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that of the Company's recurring losses
from operations and stockholders' deficit.

The Company reported net income of $20.7 million on $460,000 of
revenue for 2009, compared with a net loss of $12.1 million on
$2.4 million of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$13.4 million in assets and $19.6 million of debts, for a
stockholders' deficit of $6.2 million.

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

               http://researcharchives.com/t/s?5fe6

Denver, Colo.-based Black Raven Energy, Inc., formerly known as
PRB Energy, Inc., is focused on the development of low-risk
shallow gas reserves in the Niobrara formation of the eastern D-J
Basin.  The Niobrara formation in this part of the D-J Basin is an
unconventional tight gas play characterized by a "chalk"
formation.  The Company has 178,000 net acres under lease in the
play and operates 100% of its acreage position.  The acreage is
located in Sedgwick and Phillips Counties in Colorado and in
Perkins, Chase and Dundy Counties in Nebraska.

The Company was initially incorporated in Nevada under the name
"PRB Transportation, Inc." in December 2003.  On June 14, 2006,
the Company changed its name to "PRB Energy, Inc."

On March 5, 2008, PRB Energy, Inc. and its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Colorado.

On January 16, 2009, the Bankruptcy Court entered an order
confirming PRB Energy's and PRB Oil and Gas, Inc.'s Modified
Second Amended Joint Plan of Reorganization.  The effective date
of the Plan was February 2, 2009.  Pursuant to the Plan, all
8,721,994 shares of PRB Energy's outstanding common stock were
cancelled and PRB Energy changed its corporate name to Black Raven
Energy, Inc.  PRB Gathering's Chapter 11 case was dismissed by the
Bankruptcy Court on February 17, 2010.


BOND RANCH: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The Bond Ranch at Del Rio Springs, LLC
        aka The Bond Ranch
        aka Del Rio Springs
        11415 Slater Ave., NE #100
        Kirkland, WA 98033

Case No.: 10-10174

Chapter 11 Petition Date: April 8, 2010

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum PCT, Sr.

Debtor's Counsel: Kelly Singer, Esq.
                  Squire Sanders & Dempsey
                  40 N. Central Ave., #2700
                  Phoenix, AZ 85004-4498
                  Tel: (602) 528-4000
                  Fax: (602) 253-8129
                  E-mail: ksinger@ssd.com

Estimated Assets: $50,000,001 to $100 million

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

Bond Ranch's List of 14 Largest Unsecured Creditors:

       Entity                 Nature of Claim      Claim Amount
       ------                 ---------------      ------------
Moyes Storey                  Professional          $66,997
1850 North Central Avenue     Services
Suite 1100
Phoenix, AZ 85004

The Hayland Group, Inc.       Professional          $58,336
4136 N. 64th Street           Services
Scottsdale, AZ 85251

Osborn Maledon                Professional          $42,502
Phoenix Plaza, 21st Floor     Services
2929 North Cen
Phoenix, AZ 85012

Moyers Sellers & Sims         Professional          $37,876
                              Services

Moyers Sellers & Sims         Professional          $37,876
                              Services

Ballard Spahr Andrews &       Professional          $25,625
Ingersoll, LLP                Services

Bridge Realty Advisors, LLC   Professional          $15,375
                              Services

Shepard-Wesnitzer, Inc        Professional          $10,042
                              Services

Judy Jacobsen                 --                     $6,473

Herb Dishlip Consulting       Professional           $5,704
                              Services

Arizona Development Company,  Professional           $3,590
LLC                           Services

State Farm                    Professional           $2,919
                              Services

Greey/Peckett                 Professional           $2,660
                              Services

Vandeberg Johnson &           Professional           $262
Gandara, LLP                  Services


BORGWARNER INC: Moody's Affirms 'Ba1' Corporater Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of BorgWarner,
Inc., Corporate Family and Probability of Default Ratings at Ba1,
and revised the rating outlook to positive.  In a related action
the rating of company's unsecured debt was affirmed at Ba1 and the
Speculative Grade Liquidity Rating was raised to SGL-2 from SGL-3.

The change in BorgWarner's rating outlook to positive incorporates
improvement in the company's operating performance as the benefits
of restructuring actions taken during 2009 are leveraged by
increased automotive production volumes as the economy recovers.
Moody's expects continued improvement in BorgWarner's operating
performance in 2010 as North American automotive production
volumes continue to rebound, European auto demand stabilizes and
the company further expands its presence in the growing Asian
market.  North America currently represents about 29% of
BorgWarner's consolidated revenues, while Europe represents 56%,
and Asia represents about 15%.

Throughout the recent industry trough, Moody's believes BorgWarner
has maintained a high level of business investment that has
preserved its competitive position as a leader in providing
automotive products which enhance fuel economy, reduce emissions,
and improve vehicle performance.  This reinvestment supports the
company's globally diversified book of net new business awards
totaling approximately $1.8 billion and provides a basis for
future growth of revenue and earnings.

In affirming BorgWarner's Ba1 Corporate Family Rating Moody's
recognizes that while the company's credit metrics have been
improving on a quarterly basis since the second half of 2009, they
remain at levels consistent with the Ba rating category.  Going
forward, the company's ability to further improve EBIT margins
above the 6.5% demonstrated in the fourth quarter of 2009 will be
critical to further rating improvement.  With about 56% of the
company revenues from Europe, where Moody's expects the recovery
of automotive production volumes to lag other regions in 2010,
sustained margin improvement could be a challenge.  The positive
outlook considers that despite the lagging effect of its European
operations, BorgWarner's strong global business position should
enable it to demonstrate improving trends over the coming year.
BorgWarner's recent announcement of acquiring Dytech ENSA SL is
expected to support the affirmed ratings and revised outlook.  The
company is likely to continue using acquisitions as part of its
growth strategy of gaining complementary technology to support
additional product and market opportunities.

The Speculative Grade Liquidity Rating of SGL-2 indicates Moody's
expectation of a good liquidity profile over the next twelve
months.  As of 12/31/09, BorgWarner maintained cash balances of
$357 million.  Positive free cash flow in 2010 should result from
expected improvement in North American automotive production
volumes and from BorgWarner's structural cost improvements.  Cash
from operations is expected to exceed anticipated higher levels of
capital expenditures that will be necessary to support revenue
growth as well as moderate amounts of near-term debt maturities.
The company replaced its bank credit facility in March 2010 with a
$550 million multi-currency revolving credit facility maturing in
2013.  Financial covenants under the new revolver include a debt
leverage test, an interest coverage test, and a minimum net worth
test, all of which are expected to have ample cushion over the
near-term.  Alternate liquidity is available to the company under
lien baskets for foreign subsidiaries.

Future events that have potential to raise BorgWarner's ratings
include a continued improvement in global automotive production
and increased market penetration of the company's products,
resulting in sustained margin improvement and credit metrics.  A
higher rating could arise if EBIT/Interest coverage is sustained
above 4.0x, Debt/EBITDA moves below 2.0x.

Future events that could lower BorgWarner's outlook or ratings
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.

Ratings affirmed:

BorgWarner, Inc.

* Corporate Family Rating, at Ba1;
* Probability of Default Rating, at Ba1;
* Senior unsecured notes, at Ba1 (LGD4, 63%);

Rating raised:

* Speculative Graded Liquidity Rating, to SGL-2 from SGL-3

The convertible notes are not rated by Moody's Investors Services.

The last rating action on BorgWarner was on April 17, 2009, when
the company's Corporate Family Rating was affirmed and the
Speculative Grade Liquidity Rating was raised to SGL-3.

BorgWarner's unsecured notes are structurally subordinated to the
company's guaranteed unsecured revolving credit facility.
However, the indenture governing the notes contains negative
pledge provisions which could result in the unsecured notes
sharing in the granting of any security in excess of lien basket
limitations.  Under Moody's Loss Given Default rating methodology,
the unsecured notes are currently given rating benefit due to this
consideration.

BorgWarner, Inc., headquartered in Auburn Hills, MI, is a global
tier-1 automotive supplier focused on engine and drivetrain
products.  In 2009, revenues were approximately $4.0 billion.  The
Company operates manufacturing facilities serving customers in the
Americas, Europe, and Asia, and is an original equipment supplier
to every major automotive OEM in the world.


BRUNO'S SUPERMARKETS: Trustee Sues Execs. for Trashing Company
--------------------------------------------------------------
Bankruptcy Law360 reports that the liquidating trustee for Bruno's
Supermarkets LLC is suing the company's former brass for allegedly
bleeding the supermarket chain for the benefit of its owner Lone
Star Funds as it seeks to recover hundreds of millions of dollars
for the company's unsecured creditors.

Bruno's Supermarkets LLC -- now known as BFW Liquidation, LLC --
is a privately held company headquartered in Birmingham, Alabama.
Bruno's is the parent company of the Bruno's, Food World, and
FoodMax grocery store chains, which includes 23 Bruno's, 41 Food
World, and 2 FoodMax locations in Alabama and the Florida
panhandle.  Founded in 1933, Bruno's has operated as an
independent company since 2007 after undergoing several
transitions and changes in ownership starting in 1995.  The
current owner is Lone Star Funds, a Dallas-based investor.

Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr.
N.D. Ala. Case No. 09-00634).  Burr & Forman LLP is the Debtor's
lead counsel.  Najjar Denaburg, P.C., is the Debtor's conflicts
counsel.  Greenberg Traurig, LLP, is the official committee of
unsecured creditors' counsel.  Alvarez & Marsal is the Debtor's
restructuring advisor.  When Bruno's filed for Chapter 11
protection from its creditors, it listed between $100 million and
$500 million each in assets and debts.

Bruno's has sold 56 of its stores to C&S Wholesale Grocers Inc.,
$45.8 million.  C&S will operate 31 stores and liquidated the
remainder.


BSML INC: Forced Into Chapter 7 Bankruptcy by Creditors
-------------------------------------------------------
In June 2009, Discus Dental, LLC, filed a lawsuit against Florida-
based BSML, Inc., alleging that BSML was abusing the Discus
BriteSmile trademarks, mainly in its BSML-owned and BSML-operated
"BriteSmile Spas."  Discus's lawsuit against BSML is pending in
federal court in Los Angeles.

On April 8, 2010, certain alleged creditors of BSML filed an
involuntary bankruptcy petition against BSML under Chapter 7 of
the U.S. bankruptcy laws.  That bankruptcy case against BSML is
pending in the U.S. Bankruptcy Court for the Southern District of
Florida (Bankruptcy Petition No. 10-19119-PGH).

Under a license agreement signed in 2006, BSML had the right from
Discus to use the BriteSmile trademarks in the BSML-owned and
BSML-operated "BriteSmile Spas," as well as BSML-owned and BSML-
operated "Pure Med Spas," and "Pure Spas", and in certain internet
and retail outlets.  That license agreement, and BSML's conduct
under it, is the subject of Discus's lawsuit against BSML pending
in Los Angeles.

Discus has never had any ownership interest in the BSML Spas, nor
has Discus had any involvement in BSML's conduct in operating the
BSML Spas or BSML's internet or retail outlets.  Discus sells
BriteSmile teeth whitening goods and services directly to
professional dental offices.

Unfortunately, BSML's alleged conduct in operating its BSML Spas
using the BriteSmile (R) trademarks has resulted in hundreds of
complaints to Discus by confused purchasers of BSML's BriteSmile-
branded goods and services mistakenly believing that Discus was
associated with BSML.  These complaints allege, among other
things, that unqualified BSML personnel performed teeth-whitening
procedures, that BSML purchasers were charged for services they
never received from BSML, that BSML failed to pay wages to its
employees, and that BSML closed BSML Spa locations without notice
to customers.  Television news investigative reports have been
broadcast in New York City, San Francisco, and elsewhere exposing
BSML's alleged conduct.

About Discus Dental LLC: Discus Dental offers a broad array of
progressive, quality dental products and equipment that span
aesthetics, teeth-whitening, oral hygiene, endodontics, impression
materials, lasers and general operatory devices.  By selling
direct, Discus empowers dental professionals worldwide with
premium products and affordable practice solutions.  The company
is widely recognized as the leading marketing and branding company
in dentistry.  Discus products are available in over 100
countries.  Discus is headquartered in Culver City, California.


C&S GROUP: Moody's Assigns Corporate Family Rating at 'Ba3'
-----------------------------------------------------------
Moody's Investors Service has assigned first-time credit ratings
to C&S Group Enterprises LLC, a financing subsidiary of C&S
Wholesale Grocers, Inc., and its affiliated operating companies.
Moody's assigned the company a Corporate Family Rating of Ba3, and
a rating of B2 to its proposed $250 million senior secured
guaranteed notes.  The long term notes are being issued to bolster
the collective long term capital position of C&S and repay
borrowings under its revolving credit facility.

The ratings reflect C&S' leading position in a highly fragmented
industry, its thin margins and high fixed cost structure, moderate
leverage, good liquidity, and the risks arising from customer
concentration and financial stress within its customer segment.
The ratings also reflect the upcoming diversity and improvement in
C&S' income stream from its investment in third-party distribution
services through its ES3 affiliate.

The rating of the notes reflects the guarantees of C&S Wholesale
Grocers Inc. and its affiliates, as well as the limitations of the
support provided by the collateral of the notes.

The rating outlook is stable.  Moody's anticipate that credit
metrics for C&S Issuer Group will not change materially in the
near term, that the customer base will remain relatively stable,
and that the remaining development of ES3 will be funded from
operating cash flow.  Moody's also expect that ES3 will show sharp
growth within the next three years, improving capacity utilization
and cash flow along with revenues.

These ratings were assigned:

* Corporate Family Rating of Ba3

* Probability of Default Rating of Ba3

* $250 million senior secured guaranteed notes due 2017 rated B2
  (LGD 5, 86%)

C&S' ratings were assigned by evaluating factors Moody's believe
are relevant to the credit profile of the issuer, including the
company's i) business risk and competitive position compared with
its peers; ii) capital structure and financial risk; iii)
projected performance 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 C&S' core industry; C&S' ratings are believed to be
comparable to those of other issuers of similar credit risk.

This is a first-time rating of C&S.

C&S Wholesale Grocers, the largest of the five parent companies of
the debt issuer, is the largest distributor of groceries to food
retailers in the U.S. In addition to wholesale activities, C&S
also provides logistics services to manufacturers, develops
technology for use in grocery distribution, and operates about 100
grocery stores in the Northeast and Southeast U.S. Consolidated
revenues are approximately $19 billion.


CABLEVISION SYSTEMS: Moody's Assigns 'B1' Rating on $1 Bil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Cablevision
Systems Corporation's proposed $1.0 billion issuance of senior
unsecured notes.  The offering will be split into two tranches
maturing in 2018 and 2020.  Net proceeds from the issuance will be
used to fund Cablevision's concurrent tender offer for its senior
unsecured notes due in 2012 and for general corporate purposes.
In addition, Moody's upgraded Cablevision's speculative grade
liquidity rating to SGL-1 from SGL-2 and revised the rating
outlooks of Cablevision and its wholly-owned subsidiary, Rainbow
National Services LLC, to positive from stable.

The refinancing along with the recent amendment and extension of
bank debt maturities at CSC Holdings, LLC, a wholly-owned
subsidiary of Cablevision, lengthen and, in Moody's view, improve
the company's debt maturity profile and continue a recent trend
towards more prudent balance sheet management.  The revised
maturity profile, substantial cash balances and projected
continuation of strong free cash flow drive the upgrade of
Cablevision's speculative grade liquidity rating.

"The shift to a positive outlook for the ratings of Cablevision
and RNS reflect Moody's expectation of continued strong operating
performance for the pay TV distribution and cable network
programming businesses, sustained and growing free cash flow
generation and a continuation of the recently demonstrated
penchant for more conservative fiscal policies and balance sheet
management," noted Russell Solomon, Moody's Senior Vice President.

This is a summary of Moody's current ratings and the actions:

Assignments:

Issuer: Cablevision Systems Corporation

  -- $1.0 Billion of Senior Unsecured Bonds due 2018 and 2020,
     Assigned B1 (LGD6-91%)

Upgrades:

Issuer: Cablevision Systems Corporation

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
     SGL-2

Affirmations:

Issuer: Cablevision Systems Corporation

  -- $1.0 Billion of Senior Unsecured Bonds due 2012, Affirmed B1
     (LGD6-91%)

  -- $900 Million of Senior Unsecured Bonds due 2017, Affirmed B1
     (LGD6-91%)

Issuer: CSC Holdings, LLC

  -- $180 Million of Senior Secured Revolving Credit Facility due
     2012, Affirmed Baa3 (LGD2-17%)

  -- $1.23 Billion of Senior Secured Revolving Credit Facility due
     2015, Affirmed Baa3 (LGD2-17%)

  -- $127 Million of Senior Secured Term Loan A-1 due 2012,
     Affirmed Baa3 (LGD2-17%)

  -- $460 Million of Senior Secured Term Loan A-2 due 2015,
     Affirmed Baa3 (LGD2-17%)

  -- $505 Million of Senior Secured Term Loan B-1 due 2013,
     Affirmed Baa3 (LGD2-17%)

  -- $1.2 Billion of Senior Secured Term Loan B-2 due 2016,
     Affirmed Baa3 (LGD2-17%)

  -- $1.7 Billion of Senior Secured Term Loan B-3 due 2016,
     Affirmed Baa3 (LGD2-17%)

  -- $1 Billion of 7.625% Senior Unsecured Notes due 2011,
     Affirmed Ba3 (LGD4-65%)

  -- $500 Million of 6.75% Senior Unsecured Notes due 2012,
     Affirmed Ba3 (LGD4-65%)

  -- $844 Million of 8.5% Senior Unsecured Notes due 2014,
     Affirmed Ba3 (LGD4-65%)

  -- $500 Million of 8.5% Senior Unsecured Notes due 2015,
     Affirmed Ba3 (LGD4-65%)

  -- $300 Million of 7.875% Senior Unsecured Notes due 2018,
     Affirmed Ba3 (LGD4-65%)

  -- $500 Million of 7.625% Senior Unsecured Notes due 2018,
     Affirmed Ba3 (LGD4-65%)

  -- $526 Million of 8.625% Senior Unsecured Notes due 2019,
     Affirmed Ba3 (LGD4-65%)

Issuer: Newsday LLC (debt guaranteed by CSC Holdings, LLC)

  -- $650 Million of Senior Secured Term Loans due 2013, Affirmed
     Ba3 (LGD4-65%)

Issuer: Rainbow National Services LLC

  -- $580 Million of Senior Secured Revolving Credit Facilities
     due 2012, Affirmed Ba1 (LGD2-27%)

  -- $450 Million of Senior Secured Term Loan A due 2013, Affirmed
     Ba1 (LGD2-27%)

  -- $300 Million of 8.75% Senior Unsecured Notes due 2012,
     Affirmed Ba3 (LGD5-73%)

  -- $325 Million of 10.375% Senior Subordinated Notes due 2014,
     Affirmed B1 (LGD6-91%)

Outlook Actions:

Issuer: Cablevision Systems Corporation

  -- Outlook, Changed To Positive From Stable

Issuer: CSC Holdings, LLC

  -- Outlook, Changed To Positive From Stable

Issuer: Newsday LLC (debt guaranteed by CSC Holdings, LLC)

  -- Outlook, Changed To Positive From Stable

Issuer: Rainbow National Services LLC

  -- Outlook, Changed To Positive From Stable

Moody's last rating action for Cablevision was on March 30, 2010,
when it assigned Baa3 ratings to Cablevision's new bank
facilities.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation is predominantly a domestic cable TV multiple system
operator serving more than 3 million subscribers in and around the
New York metropolitan area.  Among other entertainment- and media-
related business ventures, the company also owns and distributes
programming to cable television and direct broadcast satellite
providers throughout the United States through its Rainbow
National Services subsidiary.

Moody's last rating action for RNS was on May 20, 2009, when it
upgraded the company's ratings to Ba2 from Ba3.

RNS' 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 RNS' core industry and RNS' ratings are believed to be
comparable to those of other issuers of similar credit risk.

Headquartered in Jericho, New York, Rainbow National Services LLC
is a wholly-owned indirect subsidiary of Bethpage, New York-based
Cablevision Systems Corporation through Rainbow Media Holdings.
The company supplies television programming predominantly through
three entertainment programming networks -- AMC, Moody's tv, and
IFC -- to cable, direct broadcast satellite and telecommunications
service providers throughout the United States.


CABLEVISION SYSTEMS: S&P Puts 'B+' Rating on $1 Bil. Notes
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned Bethpage,
N.Y.-based cable TV operator Cablevision Systems Corp.'s proposed
$1 billion senior notes, due in two tranches (2018 and 2020), its
issue-level rating of 'B+' (two notches lower than S&P's 'BB'
corporate credit rating on the company).  S&P also assigned these
notes its recovery rating of '6', indicating its expectation of
negligible (0% to 10%) recovery for noteholders in the event of a
payment default.  The company will use the net proceeds from this
offering to finance its tender offer for $1 billion outstanding of
its 8% senior notes due 2012.

Cablevision is currently seeking lender consent to, among other
things, extend a portion of its term loan B-1 by three years to
March 2016.  In addition, the company is seeking a pro rata
amendment and extension of its $650 million term loan A and its
$1 billion revolver to 2015 from 2012.  S&P has indicated that
this transaction will not affect its existing ratings on the
company's debt issues, including its recovery ratings.  However,
S&P will publish an updated recovery report on Cablevision and its
subsidiaries (which will be available on RatingsDirect) upon the
conclusion of this financing process.

The corporate credit rating on Cablevision is 'BB' and the rating
outlook is stable.  The rating reflects the company's aggressive
leverage and lack of clarity regarding longer-term financial
factors that overshadow its solid investment-grade business risk
profile, which stems largely from the attractive demographics of
its tightly clustered, well-managed 3 million metropolitan New
York cable TV customers.

                           Ratings List

                     Cablevision Systems Corp.

          Corporate Credit Rating           BB/Stable/--

                            New Rating

                     Cablevision Systems Corp.

               $1B sr nts due 2018 & 2020        B+
                 Recovery Rating                 6


CENTRAL KANSAS: Has Access to Peoples Bank's Cash Until June 16
---------------------------------------------------------------
The Hon. Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas extended Central Kansas Crude, LLC's access to
the cash collateral of The Peoples Bank, N.A. until June 16, 2010.

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

Prepetition, the Debtor secured financing from The Peoples Bank to
pay each of its operators 25% of the amount owed, and amortize the
remaining amount over five years with quarterly payments being
made.  The loans were secured by collateral, including cash.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant The Peoples Bank a replacement
lien on all of the Debtor's current and future assets; an allowed
superpriority administrative expense claim; monthly, interest-only
payments; payment of reasonable fees, costs and expenses of The
Peoples Bank, and postpetition non-default interest.

The Court ordered that the bank will be granted $17,447 adequate
protection payments.

The Debtor is represented by:

     Edward J. Nazar
     Nicholas R. Grillot
     245 North Waco, suite 402
     Wichita, KS 67202-1117
     Tel: (316) 262-8361
     Fax: (316) 263-0610
     E-mail: ngrillot@redmondnazar.com

                       About Central Kansas

Pratt, Kansas-based Central Kansas Crude LLC filed for Chapter 11
bankruptcy protection on November 17, 2009 (Bankr. D. Kan. Case
No. 09-13798).  Edward J. Nazar, Esq., who has an office in
Wichita, Kansas, assists the Company in its restructuring effort.
According to the schedules, the Company has assets of $13,515,357,
and total debts of $25,418,311.


CF INDUSTRIES: Fitch Assigns 'BB+' Rating on Senior Unsec. Notes
----------------------------------------------------------------
Fitch Ratings has assigned 'BB+' Issuer Default Ratings to CF
Industries Holdings, Inc., and CF Industries, Inc., and rated the
latter's new acquisition and working capital facilities:

  -- Senior secured revolver 'BBB-';
  -- Senior secured term loan 'BBB-';
  -- Senior unsecured notes 'BB+'.

The Rating Outlook is Stable.

CF Industries is in the process of raising up to $1.5 billion in
syndicated loan facilities to help it finance the cash portion of
its acquisition of Terra Industries Inc. and to finance ongoing
working capital needs.  The price for TRA's equity is $37.15 for
each common share plus 0.0953 common shares of CF Holdings.  With
the acquisition, CF Industries will become the second largest
producer of nitrogen fertilizers globally with an approximate 40%
share of the North American market.  A five-year $1.2 billion
senior secured Term Loan B1 will be used by CF Industries to help
pay for the approximately $3.7 billion in cash owed for TRA's
shares.  CF Industries is also raising working capital finance of
up to $300 million in the form of a five-year senior secured
revolving credit facility that may be upsized to $500 million.
Both the revolver and the term loan will be secured by the
personal and real assets of CF Industries and its domestic
guaranteeing subsidiaries and a parental guarantee which is why
these facilities are rated higher than the company's IDR.

In addition, Morgan Stanley Senior Funding, Inc., and The Bank of
Tokyo-Mitsubishi UFJ, Ltd., have privately committed to an unrated
one-year secured bridge loan in the amount of $1.75 billion and an
unrated secured Term Loan B2 in the amount of $800 million to
round out the cash needed by CF Industries.  Following the
acquisition of TRA's shares, CF Industries intends to repay both
of these facilities with the net proceeds of a $1.6 billion senior
unsecured notes issue and a $1 billion secondary equity offering
which should bring down total debt to around $2.8 billion.  As
indicated above, Fitch intends to rate the senior unsecured notes
'BB+' once issued.

TRA's senior secured bank facility has been cancelled, and the
ratings are hereby withdrawn as well as the IDR and the senior
secured ratings for Terra Nitrogen, L.P.  TRA still has
outstanding a $600 million senior unsecured notes issue (issued
through Terra Capital, Inc.) which CF Industries plans to call.
The ratings of this issue and the IDR of Terra Capital, Inc. have
been removed from Rating Watch Evolving and placed on Watch
Positive in anticipation of their early redemption.

At the heart of CF Industries' ratings is a leveraged situation
(2.9 times [x] net debt/EBITDA) poised to improve with $1 billion
in new equity and cash flow from a carryover demand for soil
nutrients.  The demand for fertilizer owes to nutrient depletion
from last year's plantings without replenishment plus a growing
worldwide need for additional grain and fertilizer to produce
grain.  In tandem with a weak U.S. dollar that supports higher
nitrogen fertilizer prices and low natural gas prices that point
to a lower cost structure, the stage has been set for improving
EBITDA margins and better cash flow in 2010.  Weather as always
can postpone but not turn the economic environment that promises
to deleverage CF Industries' balance sheet after the acquisition
has been completed.  Negative factors (increasing fertilizer
exports from China, new capacity coming on stream, and a stronger
domestic currency) are potential distant risks that may not seem
that distant a year from now, and CF Industries' ratings reflect
these risks and the historical volatility of the industry's
performance.  The ratings consider an upside operating leverage to
the company's business that could reduce net debt/EBITDA to 1.0x
or slightly higher in fairly quick order.

Included in the deleveraging cash flows are synergies totaling
some $135 million annually.  These recurring savings accrue from
headquarters' redundancies, streamlining distribution and
procurement practices and facilities, and operating logistics.

Throughout the integration of TRA, CF Industries intends to manage
its checkbook to maximize debt repayment while maintaining strong
liquidity, near $500 million.  If CF Industries can achieve a
strong de-leveraging quickly, the company could be a candidate for
a Positive Outlook assuming the business remains favorable.


CISTERA NETWORKS: Restates Results for Fiscal 2009 Q1 and Q2
------------------------------------------------------------
Cistera Networks, Inc., filed on April 5, 2010, amendment No. 3 to
its quarterly reports for the second fiscal quarter ended
September 30, 2009, and the first fiscal quarter ended June 30,
2009.  There was a mistake in the payroll accrual account that
resulted in a positive $341,509 dating back to April 2009.  The
accrual error was caused and dated by duplicate entries to that
accrual dating from and solely to April 2009 through June 30,
2009.  This has reduced the net income for the quarter ended
September 30, 2009, from $342,500 to $106,215.  This also has the
result of reducing the loss for the quarter ended June 30, 2009,
from $428,975 to $192,691.

The Company reported net income of $106,215 on $750,909 of revenue
for the three months ended September 30, 2009 (restated), compared
with a net loss of $598,203 on $1,288,503 of revenue for the same
period of 2008.

At September 30, 2009, the Company's consolidated balance sheets
showed $2,111,714 in assets and $4,110,856 of debts, for a
stockholders' deficit of $1,999,142.

A full-text copy of the Company's fiscal second quarter report is
available for free at http://researcharchives.com/t/s?5fe9

The Company reported a net loss of $192,691 on $457,967 of revenue
for the three months ended June 30, 2009 (restated), compared with
a net loss of $2,923,263 on $800,560 of revenue for the same
period of 2008.

At June 30, 2009, the Company's consolidated balance sheets showed
$2,324,468 in assets and $4,431,016 of debts, for a stockholders'
deficit of $2,106,548.

A full-text copy of the Company's fiscal first quarter report is
available for free at http://researcharchives.com/t/s?5fe8

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 21, 2009,
Farmer, Fuqua & Huff, P.C., in Plano, Texas, expressed substantial
doubt about the Company's ability to continue as a going concern
in its report on the Company's financial statements for the year
ended March 31, 2009.  The independent auditors noted that the
Company has suffered recurring losses from operations and has a
net capital deficit.

                      About Cistera Networks

Based in Plano, Texas, Cistera Networks Inc. (OTC BB: CNWT) --
http://www.cistera.com/-- is a provider of enterprise application
communications platforms and services.


CITADEL BROADCASTING: Has Exclusivity Beyond May 12 Plan Hearing
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Citadel Broadcasting
Corp. sought and received an extension until July 19 of its
exclusive right to propose a Chapter 11 plan.  The confirmation
hearing for approval of the plan is set for May 12.  The secured
lenders and the creditors' committee are in agreement with the
plan following a settlement improving treatment of unsecured
creditors.

                   About Citadel Broadcasting

Citadel Broadcasting Corporation (OTC BB: CTDB) --
http://www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets.  Citadel is comprised of 166 FM stations and
58 AM stations in the nation's leading markets, in addition to
Citadel Media, which is one of the three largest radio networks in
the United States.

Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company listed assets of $1.4 billion and debt of $2.5 billion
in its Chapter 11 filing.  Kirkland & Ellis LLP is serving as
legal counsel and Lazard Freres & Co. LLC.  As financial advisor
for the restructuring.  Kurtzman Carson Consultants is serving as
claims and notice agent.

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


CLAIRE'S STORES: Posts $10.4 Million Net Loss for FY 2009
---------------------------------------------------------
Claire's Stores, Inc., posted a net loss of $10,402,000 for the
fiscal year ended January 30, 2010, from a net loss of
$643,592,000 for the fiscal year ended January 31, 2009.  Net
sales were $1,342,389,000 for the fiscal year from $1,412,960,000
the prior year.

Claire's Stores posted net income of $19,465,000 for the fiscal
fourth quarter 2009 from a net loss of $569,537,000 for the fiscal
fourth quarter 2008.  Net sales were $410,691,000 for the quarter
from $393,013,000 the prior quarterly period.

At January 30, 2010, the Company had total assets of
$2,834,105,000 against total current liabilities of $181,512,000,
long-term debt of $2,313,378,000, revolving credit facility of
$194,000,000, deferred tax liability of $122,145,000, deferred
rent expense of $22,082,000 and unfavorable lease obligations and
other long-term liabilities of $35,630,000; resulting in
stockholders' deficit of $34,642,000.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?5fe4

In a press release, Chief Executive Officer Gene Kahn commented,
"We began 2009 with a conservative outlook based on the global
economy.  As the year progressed, we began to see an improving
sales trend and concluded the year with a fourth quarter same
store sales increase of 2.1% globally, with a positive result in
both divisions across all brands.

"Strengthened, fashion-right merchandise assortments, improved in-
store presentation, and an expanded and refreshed marketing
effort, using compelling in-store imagery and new digital
activity, combined to successfully impact the holiday selling
season. We advanced our efforts to position ourselves as a gift
authority with our Claire's 'Gift for You, Gift for Me' global
campaign focusing on distinctive giftable merchandise, seasonal
categories and key items geared for each target customer group. We
launched two interactive digital campaigns in North America,
Claire's Secret Santa Circle and Bling Your BFF, to initiate viral
marketing exposure and to capitalize on the trend of social
networking.

"In 2010, we will continue to pursue same store sales growth and
plan to grow new stores globally, on both an owned and franchised
basis, while simultaneously maintaining our strong financial
disciplines. Our goal remains to deliver distinctive merchandise
assortments for each targeted customer group with the support of a
strengthened Global Merchandise organization, building more
meaningful customer relationships, and leveraging the improvements
in digital and in-store marketing to bring us global distinction
as a relevant teenage brand.

"For the first quarter of 2010 consolidated same store sales are
currently in the positive high single digits. However we expect
the calendar shift associated with Easter to have a negative
effect on this number by the end of the first quarter."

At January 30, 2010, cash and cash equivalents were $198.7 million
and $194.0 million continued to be drawn on the Company's
Revolving Credit Facility.  The Company drew the full available
amount under the facility during the fiscal 2008 fourth quarter in
order to preserve the availability of the commitment because a
member of the facility syndicate, Lehman Brothers, filed for
bankruptcy.  The agent bank has not yet found a replacement for
Lehman Brothers in the facility syndicate, or arranged for the
assumption of Lehman Brothers' commitment by a creditworthy
entity.  The Company will continue to assess whether to pay down
all or a portion of this outstanding balance based on various
factors, including the creditworthiness of other syndicate members
and general economic conditions.

The Company generated cash from operating activities of $54.7
million in the 2009 fourth quarter.  This was net of $44.8 million
of interest payments.  Capital expenditures during the three
months ended January 30, 2010 were $7.3 million, of which $4.1
million related to new store openings and remodeling projects,
compared with $14.1 million of capital expenditures during the
three months ended January 31, 2009.  During the fiscal 2009
fourth quarter, the Company paid $9.6 million to retire $3.0
million of Senior Toggle Notes and $9.9 million of Senior
Subordinated Notes.

                       About Claire's Stores

Based in Pembroke Pines, Florida, Claire's Stores, Inc., is a
specialty retailer of value-priced fashion accessories and jewelry
for girls and young women through its two store concepts:
Claire's(R) and Icing(R).  While the latter operates only in North
America, Claire's operates worldwide.  As of January 30, 2010,
Claire's Stores operated 2,948 stores in North America and Europe.
Claire's Stores also operates through its subsidiary, Claire's
Nippon, Co., Ltd., 211 stores in Japan as a 50:50 joint venture
with AEON, Co., Ltd.  The Company also franchises 195 stores in
the Middle East, Turkey, Russia, South Africa, Poland, Greece,
Guatemala and Malta.


COACHMEN INDUSTRIES: GAMCO Says Shares Undervalued, Wants Shake-up
------------------------------------------------------------------
Mario J. Gabelli's GAMCO Asset Management Inc. is proposing the
appointment of Glenn J. Angiolillo, Avrum Gray and Robert S.
Prather, Jr., to serve as directors on Coachmen Industries' Board
of Directors.

GAMCO determined that nominating the Nominees for election to the
Company's board represented the most appropriate course of action
to enhance stockholder value at this time.  "We have proposed
Glenn Angiolillo, Avrum Gray and Robert S. Prather, Jr. for
election this year to the Company's Board of Directors. GAMCO and
its affiliates have followed Coachmen through our research for
over three decades.  We have a different point of view concerning
the Company's allocation of cash flow," GAMCO said in a regulatory
filing.

GAMCO believes that the Company's shares are currently trading at
a significant discount to the Company's intrinsic value, "by which
we mean the price that we believe an informed buyer would pay to
acquire 100% of the Company."  In GAMCO's opinion, this is due, at
least in part, to a lack of strategic focus and a misallocation of
capital as demonstrated by the loan agreement it entered into in
October 2009.  For these reasons, GAMCO has assembled a slate of
three highly qualified individuals who GAMCO believes have strong
credentials and substantial experiences as operators, investors or
board members.  GAMCO believes the election of its Nominees to the
Company's board will provide a change in corporate stewardship to
reflect the interests of the owners/shareholders.  If elected
GAMCO believes that its Nominees would seek to work constructively
with the other members of the Company's Board to provide guidance
and oversight to management regarding the strategic focus of the
Company.  In addition, GAMCO believes the Nominees will provide a
new perspective and help the Company address more directly and
effectively the challenges it faces, and in so doing, will assist
the Company in enhancing shareholder value.

GAMCO beneficially owns, on behalf of its clients, 910,719 Shares,
representing approximately 5.63% of the Company's outstanding
Shares.  Affiliates of GAMCO beneficially own an additional
787,000 Shares, representing 4.86% of the Company's outstanding
Shares.

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

A full-text copy of GAMCO's Schedule 13D filing is available at no
charge at http://ResearchArchives.com/t/s?5fdc

                     About Coachmen Industries

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

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

                        *     *     *

McGladrey & Pullen LLP in Elkhart, Indiana, said in its March 29,
2010 report that the Company has suffered recurring losses from
operations and continues to operate in an industry where economic
recovery has been very slow.   This raises substantial doubt about
the Company's ability to continue as a going concern.


COACHMEN INDUSTRIES: HIG All American Eases Financial Covenants
---------------------------------------------------------------
Coachmen Industries, Inc. and all of its significant subsidiaries
and H.I.G. All American, LLC entered into a First Amendment to the
Loan Agreement on April 5, 2010.  The Lender waived specified
Events of Default that had occurred under the Loan Agreement dated
October 27, 2009, prior to April 5, 2010.  The Company issued a
new warrant to purchase up to 9,557,939 shares of the Company's
common stock as consideration to the Lender for entering into the
First Amendment.

Pursuant to the First Amendment:

     -- the price protection feature contained in the Tranche B
        Note issued pursuant to the Loan Agreement was eliminated;

     -- the principal amount of the Tranche B Note was increased
        by $850,000, reflecting the addition of PIK Interest that
        was otherwise payable on March 31, 2010;

     -- the financial covenants were eased generally;

     -- lower financial covenants were provided for the Company's
        access to the first $3 million of availability under the
        revolving credit facility provided in the Loan Agreement,
        but the Company will be required to issue additional
        warrants to the Lender if the Company utilizes the lower
        financial covenants to access the first $3 million of
        availability; and

     -- the Company may obtain a waiver of certain financial
        covenants by paying a waiver fee, in cases where the
        Company's earnings before interest, taxes, depreciation
        and amortization shortfall is less than $500,000, or by
        issuing additional warrants, if the EBITDA shortfall is
        greater than $500,000, but less than $1 million.

The warrant originally issued pursuant to the Loan Agreement and
the Tranche B Note were amended and restated to reflect the anti-
dilution adjustments that occurred as a result of the issuance of
the New Warrant.  The Original Warrant, as amended, now can be
exercised for 10,925,926 shares, and the Tranche B Note now can be
converted into 17,728,758 shares (including the PIK Interest).

The amended and restated Original Warrant, the New Warrant and the
amended and restated Tranche B Note all contain anti-dilution
protection in the event the Company issues in excess of 16,403,409
shares of its common stock. The outstanding principal of the
amended and restated Tranche B Note (including PIK Interest) is
convertible into shares of the Company's common stock at an
initial conversion price of $0.612 per share.

The Amendment contains customary representations and warranties
and covenants, including a prohibition on dividends, of the
Company, and provides for the acceleration of the obligations of
the Company upon the occurrence of certain events of default.

                     About Coachmen Industries

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

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

                        *     *     *

McGladrey & Pullen LLP in Elkhart, Indiana, said in its March 29,
2010 report that the Company has suffered recurring losses from
operations and continues to operate in an industry where economic
recovery has been very slow.   This raises substantial doubt about
the Company's ability to continue as a going concern.


COACHMEN INDUSTRIES: In Better Situation Than Last Year, CEO Says
-----------------------------------------------------------------
Richard M. Lavers, president and chief executive officer of
Coachmen Industries, Inc., told shareholders in a letter the
Company is in a better situation than it was a year ago.

"No, we are certainly not out of the woods yet.  Circumstances
remain grim.  It will require grit and yet more effort to get
through this recession.  However, by almost any measure, the
Company is in a better situation than it was a year ago,"
Mr. Lavers said.

According to Mr. Lavers, the bad news for the housing markets just
kept on coming -- and just kept getting worse -- as the housing
sector took several more steps backwards in January and February.
Mr. Lavers also noted that Federal Reserve Chairman Ben Bernanke
stated the obvious: he saw no evidence of a sustained recovery in
the housing market, noting that foreclosures keep rising, and that
in the jobs market, hiring is "very weak."

Internal to the Company, according to Mr. Lavers, much has changed
for the better:

     -- The cash drain from the payment of liabilities related to
        the former recreational vehicle business that negatively
        impacted the operations and cash flows of the Company over
        the last year has pretty much run its course.

     -- Assuming continued availability, the HIG long term debt
        arrangement provides the Company with meaningful financing
        capacity which it did not have through most of 2009.

     -- The Company's major projects bonding collateral
        requirements have been reduced from 100% of the bonds to
        25% of the performance bonds (in most cases).

     -- As of December 31, 2009, the Company had $6.4 million in
        unrestricted cash on the balance sheet, and an additional
        $10 million remaining on the HIG line of credit at a
        borrowing rate of Libor plus 5% (subject to availability
        terms under the amended agreement), plus various capital
        assets that are being marketed for sale. Fixed obligations
        remain very low.

     -- At December 31, 2009, the Company had $14.8 million in
        restricted cash balances being held by others.  Its former
        bonding company is also holding another $2.5 million in
        collateral to support a number of bonds outstanding with
        various states in which we are or have been self insured
        for purpose of workers compensation insurance, some in
        states in which we no longer have operations/payroll.
        $5.1 million remained in the Forest River escrow account
        to cover warranty claims and other liabilities of the
        former RV Group. Any funds in this account greater than
        $3.0 million as of June 26, 2010 will revert to the
        Company on that date. In addition, any funds remaining in
        the account at December 26, 2010 will also revert to the
        Company.

     -- The Company has several properties which are currently
        being actively marketed for sale that represents at least
        $4.7 million in potential cash.

     -- The Company is in the final stages of settling the R&D tax
        claim with the IRS.  A verbal settlement was agreed to on
        February 24, 2010.  The settlement is expected to result
        in an inflow to the Company of $1 million in cash from the
        Federal Government with the potential for additional funds
        from the State of Indiana.  Due to tax law changes, the
        Company recently filed an AMT NOL Carryback claim. The
        Company expects to receive over $450,000 in AMT refunds in
        the second quarter of 2010.

     -- At the end of 2008, going into 2009, the Company faced a
        number of significant risks (such as RV repurchase and
        warranty  obligations, as well as other corporate
        obligations) which have either been eliminated or are no
        longer of the same significance as they were a year ago.

     -- Overall, in 2009, working capital increased $26.8 million
        to $31.5 million from $4.7 million at December 31, 2008.
        While current assets increased approximately $1 million
        from 2008 to 2009, current liabilities decreased
        $25.8 million due to a decrease in accounts payable,
        accrued expense, floorplan notes payable and other
        liabilities.

     -- Unlike 2009, the Company has several major projects to
        help it through the first quarter, including another
        barracks at Ft. Bliss, a dormitory project and an
        apartment project.

     -- Unlike 2009, the ARBOC Mobility bus venture is
        contributing to the bottom line from January 1.

     -- The Company's cost cutting continues, as it expects
        general and administrative expenses to be less than
        $10 million in 2010 versus $11.2 million in 2009,
        primarily due to reductions in headcount and professional
        services (audit services being one example).  During 2009,
        the Company reduced G&A expense from $3.6 million in the
        first quarter to $2.2 million for the fourth quarter.

                     About Coachmen Industries

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

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

                        *     *     *

McGladrey & Pullen LLP in Elkhart, Indiana, said in its March 29,
2010 report that the Company has suffered recurring losses from
operations and continues to operate in an industry where economic
recovery has been very slow.   This raises substantial doubt about
the Company's ability to continue as a going concern.


COLONIAL BANCGROUP: Not Entitled to Colonial Tax Refund, Says FDIC
------------------------------------------------------------------
The Colonial BancGroup, Inc., on April 7, 2010, filed with the
Bankruptcy Court a Notice of Filing of First Amendment to Schedule
B - Personal Property.  In the Amendment, the Company notes, among
other things, that it may be entitled to additional federal income
tax refunds as a result of losses for tax purposes during tax
years 2008 and 2009, in a substantial amount that is as yet
undetermined.

The Company has been advised by the Federal Deposit Insurance
Corp. that it takes the position that, notwithstanding the
Company's Intercorporate Tax Allocation Policy which provides for
the allocation of tax refunds among the Company and its
affiliates, all tax refunds attributable to losses incurred by
Colonial Bank constitute property of the receivership estate of
Colonial Bank that is administered by the FDIC-, and that the
Company's entitlement, if any, to tax refunds attributable to
consolidated operating losses of the Company and its non-Colonial
Bank affiliated control group members is limited to losses
suffered by the Company and its non-Colonial Bank affiliated
control group members.  The Company's interests in tax refunds is
the subject of an adversary proceeding, The Colonial BancGroup,
Inc. v. F.D.I.C., Adv. Proc. No. 10-03018, pending in the
Bankruptcy Court.  The Company has not yet filed for or otherwise
requested additional refunds of state or federal income taxes but
it is currently in the process of gathering documents and
information and conducting analysis by and through its accounting
professionals necessary to submit the requests.  At this time, the
Company does not know when it will be able to submit the requests
due to its limited access to certain financial and other records,
many of which are under the control and direction of the FDIC.
Absent a request for tax refunds and a resolution or settlement of
any dispute regarding entitlement to tax refunds, it is not
possible to state with certainty the range of possible recovery,
if any, by the Company on any tax refund claims asserted by the
Company against any federal or state taxing authorities or the
amount of any such refund that may be available in the bankruptcy
case for the benefit of creditors of the Company.

A copy of the Amendment, which also includes additional
information related to, among other things, the Company and its
affairs, information regarding the Company's personal property
assets, state tax and insurance refunds, as well as a copy of the
Company's Intercorporate Tax Allocation Policy, is available at no
charge at http://researcharchives.com/t/s?5fda

                   About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc.
(NYSE: CNB) was holding company to Colonial Bank, N.A, its
banking subsidiary.  Colonial bank -- http://www.colonialbank.com/
-- operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On August 14, 2009,
Colonial Bank was seized by regulators and the Federal Deposit
Insurance Corporation was named receiver.  The FDIC sold most of
the assets to Branch Banking and Trust, Winston-Salem, North
Carolina.  BB&T acquired $22 billion in assets and assumed
$20 billion in deposits of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
on August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303).  W. Clark
Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Company in
its restructuring effort.  The Company listed $45,000,000 in
assets and $380,000,000 in debts in its bankruptcy filing.


COMMUNITY VALLEY: 2009 Report Delayed; $20MM Pre-Tax Loss Expected
------------------------------------------------------------------
Community Valley Bancorp discloses that it was unable to file its
annual report on Form 10-K for the year ended December 31, 2009,
because of the delay in completing the financial statements and
management's discussion and analysis.

Based on its best reasonable estimate, the Company will report a
net loss before provision for income taxes of $20.4 million on net
revenue (net interest income plus other income) of $33.9 million
for the year ended December 31, 2009, compared to net income
before provision for income taxes of $3.9 million on net revenue
of $35.9 million for the same period in 2008.  For the year ended
December 31, 2009, operating results were significantly affected
by provision for loan losses of $22.1 million.  Provision for loan
losses were $3.7 million in 2008.

                          Balance Sheet

Total assets contracted 9.4%, or $55.8 million from $595 million
at December 31, 2008, to $39 million at December 31, 2009.  During
2009, the Company decreased its outstanding loan portfolio by
$61.7 million.  Total deposits at December 31, 2009, were $498.2
million, down $28.3 million from their $526.5 million level at
December 31, 2008.  Allowance for loan losses was $12.0 million at
December 31, 2009, and $7.8 million at December 31, 2008.

                          Going Concern

Events subsequent to year end include (i) the Company's continued
efforts to raise capital to meet the 10% leverage capital
requirement included in the informal memorandums of understanding
entered into by the Company with the Federal Reserve Bank of San
Francisco and by the Company's bank subsidiary with the Federal
Deposit Insurance Corporation and the California Department of
Financial Institutions and (ii) the completion of a joint
regulatory examination performed by the Federal Deposit Insurance
Corporation and the California Department of Financial
Institutions in the first quarter of 2010.

The Company's subsidiary bank expects as a result of the joint
examination to enter into a joint formal agreement with its
banking regulators relating to raising capital and reducing non-
performing assets.  Because the regulatory capital levels of the
Company and the Bank were considered under-capitalized at
December 31, 2009, under regulatory guidelines, the Company has
determined that significant additional capital will be required
for it to continue operations through 2010 and beyond.  The
Company has engaged a financial advisor to explore alternatives to
assist the Company in resolving its capital deficiency issues.  If
successfully implemented, the Company's capital plan will address
its near-term capital resources and liquidity needs.

The Company discloses however, that there can be no guarantee that
any restructuring or recapitalization plan will be successfully
implemented.  The uncertainty regarding the Company's ability to
obtain additional capital raises substantial doubt about the
Company's ability to continue as a going concern.

                  About Community Valley Bancorp

Chico, Calif.-based Community Valley Bancorp (OTC BB: CVLL.OB)
-- http://www.communityvalleybancorp.com/-- is the parent company
of Butte Community Bank and Butte Community Insurance Agency, LLC,
a full-service agency.  Butte Community Bank is California state-
chartered with 14 branches in eleven cities including Anderson,
Chico, Colusa, Corning, Magalia, Oroville, Paradise, Red Bluff,
Redding, Yuba City and Marysville. It also operates a loan
production office in Citrus Heights.


CUMULUS MEDIA: Board Approves Cash Bonus Payments for Executives
----------------------------------------------------------------
Joseph P. Hannan, Senior Vice President, Treasurer and Chief
Financial Officer of Cumulus Media Inc., said in a regulatory
filing that on March 26, 2010, the Compensation Committee of the
Board of Directors of the Company -- after review and
consideration of the Company's overall and relative financial
performance for fiscal year 2009 and an assessment of the
individual and relative performance of the executive officers of
the Company during 2009, in consultation with Lewis W. Dickey,
Jr., Chairman, President and Chief Executive Officer -- approved
discretionary cash bonus payments for these named executive
officers:

     -- Jon G. Pinch, Executive Vice President and Co-Chief
        Operating Officer, $120,000;

     -- John W. Dickey, Executive Vice President and Co-Chief
        Operating Officer, $145,000; and

     -- J.P. Hannan, Senior Vice President, Treasurer and Chief
        Financial Officer, $17,500.

The Compensation Committee, taking into account similar criteria,
approved a $469,000 discretionary cash bonus payment for Mr. L.
Dickey.

In addition, the Compensation Committee approved awards of 320,000
shares of restricted common stock, pursuant to the Company's 2008
Equity Incentive Plan, to Mr. L. Dickey.  The awards were made in
accordance with Mr. L. Dickey's employment agreement, and were
comprised of 160,000 time-vested shares (vesting at a rate of
80,000 shares on the second anniversary of the date of grant, and
40,000 shares on each of the third and fourth anniversary of the
date of grant) and 160,000 performance-based shares, all of which
would vest in accordance with the terms and conditions of the
employment agreement and the Company's 2008 Equity Incentive Plan,
on March 31, 2013.

The Compensation Committee also approved awards of restricted
common stock, pursuant to the Company's 2008 Equity Incentive
Plan, for each of the named executive officers in these aggregate
amounts:

     -- Jon G. Pinch, Executive Vice President and Co-Chief
        Operating Officer, 40,000 time-vested shares;

     -- John W. Dickey, Executive Vice President and Co-Chief
        Operating Officer, 70,000 time-vested shares; and

     -- J.P. Hannan, Senior Vice President, Treasurer and Chief
        Financial Officer, 10,000 time-vested shares.

Each of these awards vests at a rate of 50% of the award on the
second anniversary of the date of grant, and 25% of the award on
each of the third and fourth anniversary of the date of grant.

The Compensation Committee also reviewed the three-year
performance criteria established in March 2007 for the 160,000
performance-based shares of restricted stock awarded to Mr. L.
Dickey on March 1, 2007. The vesting conditions for those
restricted shares required that the Company achieve specified
financial performance targets for the three-year period ending
December 31, 2009.  The specified threshold was not achieved for
that cycle.  Nevertheless, the Compensation Committee determined
that in light of the unprecedented adverse developments in the
economy in general, and the radio industry in particular, it would
be appropriate to modify the performance requirements and extend
the vesting period so that Mr. L. Dickey would retain the ability
to achieve vesting on those shares of restricted stock if the
revised performance criteria was achieved.  Accordingly, and
effective as of March 1, 2010, the terms of Mr. L. Dickey's 2007
performance-based restricted stock award of 160,000 shares were
amended to provide that those shares would vest in full on March
31, 2013 if the Company achieves specified financial performance
targets for the three year period ending December 31, 2012.

Finally, the Compensation Committee approved the 2011 annual
short-term incentive opportunity for Mr. L. Dickey, for
performance in 2010 in accordance with his employment agreement.
After review of management's 2010 operating budget, the
Compensation Committee established certain criteria that would
allow Mr. L. Dickey to earn a cash bonus of between $470,000 and
$940,000 if certain financial performance target levels are
achieved for 2010.

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

As of December 31, 2009, Cumulus Media had $334,064,000 in total
assets against $706,576,000 in total liabilities, resulting in
$372,512,000 in stockholders' deficit.  The December 31, 2009
balance sheet also showed strained liquidity: Cumulus Media had
$64,714,000 in total current assets against $68,195,000 in total
current liabilities.

                           *     *     *

According to the Troubled Company Reporter on December 8, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on radio broadcaster Cumulus Media Inc. to 'B-' from 'B'.
The rating outlook is stable.


CUMULUS MEDIA: 2010 Annual Stockholders' Meeting on May 5
---------------------------------------------------------
The 2010 Annual Meeting of Stockholders of Cumulus Media Inc.,
will be held at 3280 Peachtree Road, N.W., Atlanta, Georgia, in
the Boardroom located on the 23rd floor, on May 5, 2010 at 9:00
a.m., local time, for these purposes:

     (1) to reelect Ralph B. Everett and Eric P. Robison as
         directors for a one-year term;

     (2) to ratify the appointment of PricewaterhouseCoopers LLP
         as the Company's independent registered public accounting
         firm for 2010; and

     (3) to transact such other business as may properly come
         before the annual meeting or any postponement or
         adjournment thereof.

Holders of record of shares of the Company's Class A Common Stock
or Class C Common Stock at the close of business on March 12,
2010, are entitled to notice of, and to vote at, the annual
meeting or any postponement or adjournment thereof.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?5fe3

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

As of December 31, 2009, Cumulus Media had $334,064,000 in total
assets against $706,576,000 in total liabilities, resulting in
$372,512,000 in stockholders' deficit.  The December 31, 2009
balance sheet also showed strained liquidity: Cumulus Media had
$64,714,000 in total current assets against $68,195,000 in total
current liabilities.

                           *     *     *

According to the Troubled Company Reporter on December 8, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on radio broadcaster Cumulus Media Inc. to 'B-' from 'B'.
The rating outlook is stable.


DBSD NORTH AMERICA: Sprint takes Plan Fight to 2nd Circuit
----------------------------------------------------------
Sprint Nextel Corp. has continued to rally against DBSD North
America Inc.'s recently confirmed reorganization plan, filing an
appeal of a judge's decision to greenlight the plan over
objections by Sprint and Dish Network Corp, according to
Bankruptcy Law360.

In October 2009, Bankruptcy Judge Robert 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.


DEEP DOWN: Delays Filing of Annual Report on Form 10-K
------------------------------------------------------
Deep Down, Inc., is unable to file its annual report for
December 31, 2009, within the prescribed time period.  The Company
says it is in the process of completing its annual impairment test
of goodwill and other impairment tests associated with its
amortized intangibles, which is expected to result in an
adjustment to the carrying value of its goodwill or intangibles.

Further, the Company discloses that it has been working with its
lenders in order to obtain the necessary waivers regarding the
Company's covenant violations as of December 31, 2009, and to
restructure the existing loan.  The waiver has not been obtained
as of March 31, 2010.  As a result of the covenant violations,
amounts outstanding under the credit facility are currently
callable by the lenders and would be classified as current on the
Company's balance sheet as of December 31, 2009.  If the waiver is
not obtained by the extension period, the Company says that there
can be no assurance that its credit facility will not be called or
that it can extend or obtain alternative financing to repay the
outstanding amounts which would likely result in substantial doubt
about the Company's ability to continue as going concern.  The
Company says it continues to remain current on its principal,
interest and fee obligations with Whitney and TD Bank.

Deep Down, Inc. reported a net loss of $2.1 million on
$8.4 million of revenue for the three months ended September 30,
2009, compared with net income of $1.6 million on $11.7 million of
revenue for the same period of 2008.

At September 30, 2009, the Company's consolidated balance sheets
showed $67.0 million in assets, $17.1 million of debts, and
$49.9 million of stockholders' equity.

                         About Deep Down

Based in Houston, Deep Down, Inc. (OTC BB: DPDW) --
http://www.deepdowncorp.com/-- is an oilfield services company
serving the worldwide offshore  exploration and production
industry.  Deep Down's proven services and technological solutions
include distribution system installation support and engineering
services, umbilical terminations, loose-tube steel flying leads,
distributed and drill riser buoyancy, ROVs and tooling, marine
vessel automation, control, and ballast systems.


DELPHI CORP: $264-Mil. in Professionals' Fees Now Approved
----------------------------------------------------------
In separate orders, Judge Robert D. Drain of the United States
Bankruptcy Court for the Southern District of New York granted
the final fee applications of 23 professionals in the Chapter 11
cases of DPH Holdings Corp., formerly known as Delphi Corp., and
its debtor affiliates for the fee period from October 8, 2005 to
January 25, 2008.

The Allowed Fees for the Final Fee Period total $264,246,848 and
the Allowed Expenses for the same Fee Period total $19,189,224.

The awarded professionals are Skadden, Arps, Slate, Meagher &
Flom LLP; Ivins, Phillips, & Barker Chartered; Jaeckle
Fleischmann & Mugel, LLP; Jefferies & Company, Inc.; Jones Lang
LaSalle Americas, Inc.; KPMG LLP; Latham & Watkins LLP; Legal
Cost Control, Inc.; Mayer Brown LLP; Mesirow Financial
Consulting, LLC; O'Melveny & Myers; Price Heneveld, Cooper,
DeWitt & Litton, LLP; PricewaterhouseCoopers LLP; Quinn Emanuel
Urquhart Oliver & Hedges LLP; Rader, Fishman & Grauer PLLC;
Rothschild Inc.; Shearman & Sterling LLP; Steven Hall & Partners,
LLC; Thompson Hine LLP; Togut, Segal & Segal LLP; W.Y. Campbell &
Company; Warner Stevens, L.L.P. and Wilmer Cutler Pickering Hale
& Dorr LLP.

Judge Drain also acknowledged that the objections of Diana G.
Adams, the U.S. Trustee for Region 2, to certain final fee
applications have been resolved.

The Court noted that the Professionals made voluntary reductions,
aggregating $13,183,449, which include:

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

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

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

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

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

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

                        About Delphi Corp.

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

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

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

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

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

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


DELPHI CORP: Retirees Want to Further Amend Michigan Suit
---------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York previously ordered Dennis Black, Charles Cunningham,
Kenneth Hollis and the Delphi Salaried Retirees Association to
dismiss General Motors LLC or New GM from an action against the
Pension Benefit Guaranty Corporation before the U.S. District
Court for the Eastern District of Michigan.  Subsequently, the
Michigan District Court ordered dismissal of New GM from the
Michigan Action.

Against this backdrop, the Salaried Retirees intend to seek leave
from the Michigan District Court to file a second amended
complaint to reflect the dismissal of New GM and to seek certain
alternative relief in the Michigan Action from these defendants:
U.S. Department of the Treasury, Presidential Task Force on the
Auto Industry, Timothy F. Geithner, Steven Rattner and Ron Bloom
of the Auto Task Force.

A full-text copy of the proposed 2nd Amended Complaint is
available for free:

    http://bankrupt.com/misc/Delphi_Prop2ndAmComplaint.pdf

Under the 2nd Amended Complaint, the Salaried Retirees will not
be seeking any relief from the Michigan District Court against
New GM, Howard S. Sher, Esq., at Jacob & Weingarten, P.C., in
Troy, Michigan, relates.

The Salaried Retirees believe that the filing of the 2nd Amended
Complaint and the pursuit of the relief requested do not violate
any provision of the Debtors' Modified First Amended Joint Plan
of Reorganization, the July 30, 2009 Confirmation Order or any
other order of the U.S. Bankruptcy Court for the Southern
District of New York.

Prior to filing the 2nd Amended Complaint with the Michigan
District Court, and in light of the Bankruptcy Court's
Enforcement Order and a Bankruptcy Court-approved stipulation
between the Debtors and the Salaried Retirees allowing the
Salaried Retirees to file their complaint against the PBGC, the
Salaried Retirees ask Judge Drain to confirm that their filing of
the 2nd Amended Complaint and the pursuit of the relief under
that amended complaint will not violate the Modified Plan, the
July 30 Confirmation Order or any other order of the Bankruptcy
Court.

                Congressional Groups Pressure
                 Gov't and GM to Provide Info

In an article by John Norris of the DSRA Board & Legal Committee
posted in the DSRA's Web site, two Congressional groups have
increased pressure on the U.S. government and New GM to produce
information that has been previously sought.

In a letter dated March 30, 2010, U.S. Representatives John Kline
and Tom Price of the Committee on Education and Labor urged
George Miller, chairman of the Committee on Education and Labor,
to subpoena all relevant documents related to the disparate
treatment of Delphi Corp's retirees by the Government.

The March 30 Letter noted that the Committee on Education and
Labor cannot perform its oversight duties unless Mr. Miller uses
his subpoena power to compel the Government to immediately
provide the Committee on Education and Labor a copy of all
documents relating to the Government's involvement in the
restructuring of General Motors Company and Delphi's pension
plans.

A full-text copy of the March 30 Letter is available for free at:

     http://bankrupt.com/misc/Delphi_KlineMar30Letter.pdf

In a public statement dated March 31, 2010, U.S. Representative
Dan Burton and other Republican members of the House Committee on
Oversight and Government Reform said they sent a letter to New GM
Ed Whitacre, Jr., chairman of New GM, to release all records and
communications between New GM and the Government regarding New
GM's decision to discriminate against non-union workers while
spending billions on union pensions.  Mr. Burton alleged that New
GM "with the tacit or explicit approval of the Obama
Administration" deliberately denied more than 21,000 salaried
Delphi retirees the pension benefits they were promised.  Against
this backdrop, Mr. Burton demanded a full and transparent
explanation as to why the Delphi salaried retirees' sacrifice was
necessary while the pension benefits of Delphi's 46,000 union
workers were protected.

A full-text copy of the March 31 public statement is available
for free at:

      http://bankrupt.com/misc/Delphi_BurtonMar31PR.pdf

Given these developments, the DSRA Interim Chairman Dennis Black
commented that, "I'm delighted that the patience of many members
of Congress is wearing thin regarding the stonewalling by GM and
our government . . . . It is our belief that the U.S. government
is constitutionally required to treat all citizens with equal
protection."

                        About Delphi Corp.

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

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

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

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

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

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


DELPHI CORP: UAW Sues GM Over $450MM Debt Under Delphi VEBA
-----------------------------------------------------------
United Auto Workers filed a lawsuit against General Motors LLC or
New GM, alleging that the company owed the union $450 million
under a three-year contract with Delphi Corp., Jewel Gopwani of
the Detroit Free Press reports.

Ms. Gopwani, citing the lawsuit filed in a federal district court
in Detroit, Michigan, relates that UAW asserted that GM was
obligated through a labor contract and the bankruptcies of GM and
Delphi to pay $450 million for the union's Voluntary Employee
Beneficiary Association that provides health care for Delphi
workers.  The UAW also noted in its complaint that GM rejected
the union's request for payment into the Delphi VEBA.  The UAW
alleged that since that incident, GM has failed and refused to
make the contractually-required payment, Ms. Gopwani adds, citing
the lawsuit.

When Delphi filed for bankruptcy in 2005 and as part of its
restructuring, the company sought concessions from its UAW-
represented workforce, including a $10 an hour wage cut for some
veteran production workers, plant closures and other concessions,
the report notes.

The UAW argued under the lawsuit that GM was a party to the
Delphi VEBA in 2007.  The UAW insisted GM assumed all of its
contracts with the union, including the agreement with Delphi and
the union, the report states.  GM previously acquired four of
Delphi's plants and steering business in 2009.

                  Grand Rapids Workers Turned Down
                       GM's Concessions

In related news, UAW-represented employees at Delphi's former
plant in Grand Rapids, Michigan, voted no to contract changes and
concessions proposed by GM, Joseph Szczesny of The Oakland Press
reports.  Workers from the Grand Rapids plant also said they were
angry that GM had refused to pay a wage increase negotiated last
year, the report notes.

The proposed contract aims to maintain wages at the current
levels and reduce skilled trades wages by about $3 an hour, The
Oakland Press discloses, citing a union memo on the proposed
contract.  According to the union memo, health care benefits
would remain intact but the severances negotiated in the 2007
UAW/Delphi MOU for members hired after October 8, 2005 would be
reduced under the proposed contract, the newspaper notes.
In addition, the right to strike, which the workers have retained
through the Delphi bankruptcy, would be curtailed under GM's
proposed contract changes, the news source adds.

The proposed contract call for each of the former Delphi sites
acquired by GM to have separate contracts, which would make them
easier to sell to a third party, Mr. Szczesny relates.

GM spokesperson Chris Lee was quoted by The Oakland Press as
saying, "We're disappointed but we will return to the
negotiations and continue the discussions with the union and try
to resolve."

                        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)


DILLARD'S INC: Fitch Upgrades Issuer Default Rating to 'BB-'
------------------------------------------------------------
Fitch Ratings has upgraded its long-term Issuer Default Rating on
Dillard's, Inc., to 'BB-' from 'B', and has also taken these
rating actions:

  -- $1.2 billion secured credit facility upgraded to 'BB+' from
     'BB/RR1';

  -- Senior unsecured notes affirmed at 'BB-';

  -- Capital securities upgraded to 'B' from 'B-/RR1'.

The Recovery Ratings which are assigned to individual securities
and obligations of corporate issuers with IDRs in the 'B' rating
category and below have been simultaneously removed.  The Rating
Outlook is Stable.

The upgrades reflect Dillard's significant improvement in EBITDA,
credit metrics and liquidity position in 2009.  While Dillard's
credit metrics are strong for the rating category, with adjusted
debt/EBITDAR ratio of 2.7 times and fixed charge coverage of 3.6x
at the end of 2009, the ratings incorporate underperformance in
top line with negative comparable store sales trends since 2001
resulting in below industry average operating profitability.
Comparable store sales have turned positive recently; however,
Fitch remains cautious about Dillard's ability to drive
sustainable top-line growth and garner market share longer term.

While comparable store sales declined 10% in 2009, EBITDA improved
to $423 million from $168 million in 2008.  This reflects the
significant reduction in inventory and improved receipt cadence
leading to higher gross margins.  As a result, retail gross margin
dollars were essentially flat to 2008 levels on sales that were
lower by over $850 million.  In addition, the company reduced
selling, general and administrative expenses by over $300 million
in 2009 and over $450 million on a 2007 base of $2.4 billion.

Higher EBITDA combined with debt paydown of approximately
$240 million in 2009 resulted in improved credit metrics.
Adjusted debt/EBITDAR for 2009 was 2.7x versus 6.7x for 2008 and
not materially different from the 2.3x in 2007.  EBITDAR/interest
plus rents improved to 3.6x from 1.5x in 2008.  Leverage metrics
are expected to remain within the 2.5x-3.0x range over the next
three years.  This contemplates flat to modest top-line growth
over this period, although 2010 could come in better given easy
comparisons to 2009.  Also considered is the paydown of
$125 million in debt maturities in 2011 and 2012.

Dillard's has generated negative comparable store sales growth for
most of the past nine years.  The company has lost over 20% of its
2005/06 retail revenue base of $7.5 billion and its challenge will
be to generate longer-term sales and earnings growth in the face
of continued market share gains by its largest retail peers within
the department store sector.  Dillard's has attempted to move more
upscale to differentiate itself from the moderate, traditional
department stores by procuring products found in specialty
boutiques and up-market retailers such as Nordstrom.  However,
this has historically not been supported by a well-tailored
merchandise offering and dedicated service levels typically
associated with more upscale retailers.  Weak sales trends could
also reflect Dillard's less-promotional pricing policies in the
face of an increasingly promotional department store industry.
The company avoids offering coupons and store-wide sales events
relative to its highly promotional traditional and moderate
department store peers.

However, its more recent focus on reinvigorating its brands and
cutting excess inventory could potentially yield positive top-line
results.  Dillard's has also taken a more aggressive stance toward
closing underperforming stores given a deceleration in sales
productivity, closing 27 units or 8% of its store base over the
last two years.  Its new store opening program has almost come to
a halt, with no openings in 2009 and two store openings in 2010,
following a period of eight to 10 annual store openings between
2004 and 2008.  This should enable the company to focus on
improving sales productivity at existing stores going forward.

Weakness in top line has resulted in operating margins that
significantly lag its peers.  Consolidated EBITDA margin for 2009
came in at 6.8%, a significant improvement from 2.4% in 2008, but
almost 200 basis points lower than the average department store
retailer.  A significant portion of the profitability at Dillard's
is being generated by ongoing income from its credit card alliance
with GE, as well as income from leased departments and other
income which totalled $132 million in 2009, down 17% from
$158 million in 2008.  This income stream could decline in the
double-digit range again in 2010 given the ongoing pressure on
credit card profitability.  Excluding this income as well as a
small gross profit contribution from CDI (a wholly owned general
contractor whose business includes constructing and remodelling
stores for Dillard's), retail EBITDA in 2009 is estimated at
$282 million or 4.8% of sales.  Dillard's would need to generate
comparable store sales in the low- to mid-single-digit range to
improve profitability materially from current levels.

Current liquidity remains strong, supported by a cash balance of
$342 million and no borrowings under its $1.2 billion credit
facility at the end of 2009.  Dillard's should be able to fund
2010 seasonal working capital needs with cash on hand.  Fitch
expects Dillard's to generate strong free cash flow in 2010
although at levels closer to 2008 when free cash flow was
$150 million.  The $467 million of free cash flow in 2009 was
largely driven by cost-cutting measures and inventory reductions.

Dillard's has dedicated the bulk of its free cash flow to debt
reduction, paying down $2.9 billion in debt over the last 10 years
to a level where consolidated book debt is under $1 billion.
Fitch expects the company to pay down approximately $50 million of
the 9.125% notes due August 2011 and about $75 million in debt due
2012.  Post 2012, Dillard's next debt maturity is in 2018 when
$255 million in unsecured notes come due.  Assuming operating
profitability remains relatively stable and given the cash buildup
and limited debt paydown over the next few years, Fitch expects
Dillard's could resume share repurchases this year.  The company
has $183 million remaining under its current share buyback
authorization.

The $1.2 billion senior credit facility, which is due to mature on
Dec. 12, 2012, is rated two notches above the IDR at 'BB+' as the
facility is secured by 100% of the inventories at Dillard's,
Inc.'s unrestricted operating subsidiaries.  Fitch expects the
company will be able to renegotiate a new credit facility when it
comes up for renewal, although the amount is likely to be reduced
as borrowing needs are expected to be minimal based on Fitch's
current projections.  Dillard's, Inc., and its operating
subsidiaries are the borrowers under the revolver.  Availability
for borrowings and letter of credit obligations under the credit
agreement is limited to 85% of the inventory of certain company
unrestricted operating subsidiaries.  Dillard's typically has
almost full access to its facility at peak inventory season.
There are no financial covenants in the facility as long as
availability exceeds $100 million.  When availability falls below
this threshold, fixed charge coverage must be at least 1.0x.

The $724 million of senior unsecured notes are rated at the same
level as the IDR while the $200 million in capital securities due
2038 are rated two notches below the IDR reflecting their
subordination.  Fitch believes there is adequate collateral to
back the unsecured debt and capital securities, supported by
unencumbered real estate holdings (Dillard's owns 87% of its store
base).


DUBAI WORLD: Creditors to Respond to Proposal "Within Weeks"
------------------------------------------------------------
Reuters reports that one of Dubai World's main lenders said on
Monday that the conglomerate's creditors will give their response
to the Company's debt restructuring proposal within weeks.

"We have to reply to Dubai World first, there is a timeframe. In
weeks we will get back to Dubai World (on the creditors'
proposals)," Ala'a Eraiqat, chief executive of Abu Dhabi
Commercial Bank, told reporters, according to Reuters.  According
to the report, ADCB is one of two local banks on a seven-member
panel leading negotiations with Dubai World, which unveiled a $9.5
billion debt plan last month.

Reuters says several of the main seven banks, who are believed to
have the most exposure among Dubai World's 97 creditors, have
expressed their initial support for the restructuring plan.

According to Reuters, a source familiar with the matter said the
panel of creditors would hold meetings this week.

Reuters also relates that the head of Dubai's main fiscal
committee said the emirate was ready to support any state-linked
firms that may require help but that Dubai Holding, the ruler's
investment vehicle, did not need assistance.

                       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.


DYNAMIC BUILDERS: BofA Wants to Confiscate Cash Collateral
----------------------------------------------------------
Bank of America, N.A., has asked for authorization from the U.S.
Bankruptcy Court for the Central District of California to
confiscate cash collateral from Dynamic Builders, Inc.

Bank of America has given notice of perfection of its interest in
all rents, issues, profits, and proceeds (the Cash Collateral)
related to, connected with, or arising from a real property
commonly referred to as 3000 East Washington Boulevard, Los
Angeles, California 90023 (the Property).  Bank of America does
not consent to the use of any income, rents, issues, profits, and
proceeds of the Property.  Bank of America demands that the
income, rents, issues, profits, and proceeds be sequestered for
the benefit of Bank of America and that an accounting of the use
of the cash collateral be provided to Michael J. Gomez at Frandzel
Robins Bloom & Csato, L.C., the attorney for Bank of America.

Pursuant to a Standing Loan Agreement (the SLA), Bank of America
Community Development Bank (BACDB) agreed to provide Dynamic
Group, LLC, with a $7 million loan (the SLA Loan).  In connection
with the SLA, the Debtor executed and delivered a promissory note
(the SLA Note) to BACDB for $7 million.  As security for the SLA
Note, Dynamic Group granted BACDB a Deed of Trust, Assignment of
Rents and Fixture Filing (the SLA Deed of Trust) recorded on or
about May 9, 2000, against the Property.  As additional security
for the SLA Note, Dynamic Group granted BACDB an Assignment of
Rents (the Assignment of Rents) record on May 9, 2000.

Bank of America is the successor to BACDB's interest in the SLA
documents.  Pursuant to a Grant Deed recorded in June 2005, the
Dynamic Group transferred its interest in the Property to the
Debtor.  Pursuant to a consent, assumption and modification
agreement between the Debtor and Bank of America recorded in June
2005, the Debtor assumed the obligations of Dynamic Group with
respect to the SLA documents and Bank of America consented to the
acquisition of the Property by the Debtor.

Pursuant to a construction loan agreement, Bank of America agreed
to provide the Debtor with a $54,474,716 loan (the CLA Loan).  In
connection with the CLA, the Debtor executed and delivered to Bank
of America a promissory note (the CLA Note) for $54,474,716.  As
security for the CLA Note, the Debtor granted Bank of America a
Construction Deed of Trust, Assignment, Security Agreement and
Fixture Filing (the CLA Deed of Trust) recorded in August 2007
against the Property.  As additional credit support, L. Ramon
Bonin and Patty A. Bonin (the Guarantors) executed a Guaranty
Agreement in favor of Bank of America, guarantying the repayment
of the CLA Loan and the SLA Loan.  Bank of America also recorded a
UCC Financing Statement in June 2005.  The SLA Deed of Trust
constitutes a first lien on the Property and the CLA Deed of Trust
constitutes a second lien on the Property.

Bank of America and the Debtor entered into a Modification
Agreement recorded in August 2007, which amended the SLA documents
to provide that an event of default under the CLA documents
constituted an event of default under the SLA documents.  In July
2008, Bank of America and the Debtor entered into an Extension
Agreement, extending the maturity dates for the SLA Loan and the
CLA Loan to October 2008.  Subsequently, the Debtor and the Bank
of America entered into a Second Modification Agreement, extending
the maturity dates for the SLA Loan and the CLA Loan to December
2008.

Pursuant to a Third Modification Agreement, among other things:
(1) the SLA Loan and the CLA Loan's maturities were extended to
December 3, 2010; (2) the Guarantors deposited $5,100,000 into a
reserve account with Bank of America; and (3) the Guarantors
executed a Security Agreement granting Bank of America a security
interest in the reserve account containing $5,100,000 as
additional collateral for the SLA Loan and the CLA Loan.

Bank of America caused a Modification Agreement and Deed of Trust,
Assignment, Security Agreement and Fixture Filing (the Recorded
Modification Agreement) to be recorded in February 2009, to, among
other things, provide constructive notice of the terms of the
Third Modification Agreement.

                      About Dynamic Builders

Los Angeles, California-based Dynamic Builders Inc. owns a
commercial real estate.  The Company filed for Chapter 11
bankruptcy protection on March 31, 2010 (Bankr. C.D. Calif. Case
No. 10-14151).  Nanette D Sanders, Esq., at Ringstad & Sanders,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $100,000,001 to $500,000,000.


DYNCORP INTERNATIONAL: Moody's Reviews Ba3 Corporate for Downgrade
------------------------------------------------------------------
Moody's Investors Service has placed the ratings of DynCorp
International LLC on review for possible downgrade, including the
Ba3 Corporate Family and Probability of Default Ratings, the
company's senior secured bank facilities rated Baa3, as well as
the company's senior subordinated notes rated B1.  The review is
prompted by the company's announcement that it has entered into a
definitive agreement to be acquired by affiliates of the private
equity firm Cerberus Capital Management, L.P. for a total value of
approximately $1.5 billion, including assumed debt.  DynCorp
International's stockholders will receive $17.55 in cash for each
share of DynCorp International common share they own, representing
a premium of approximately 49% percent, based on the closing
trading price of $11.75 on April 9, 2010.  The transaction is
anticipated to close in the second half of calendar year 2010.
The company's Speculative Grade Liquidity rating of SGL-2 was
affirmed based on expectations of improved working capital
performance in the company's fourth quarter and the maintenance of
a good liquidity profile to the close of the proposed transaction.

It is anticipated that the current rated debt will be refinanced
as part of the proposed transaction in accordance with change of
control provisions which could result in withdrawal of instrument
ratings.  Moody's review of the corporate ratings will focus on
DynCorp's pro-forma credit profile and proposed capital structure,
including the committed financing for the transaction, which is
anticipated to include equity financing from Cerberus as well as
incremental debt financing.  The review will consider the
company's new debt structure, the stability of the earnings and
cash flow from the company's operations, and the resulting credit
metrics from the transaction.

Ratings placed on review for possible downgrade:

* Corporate Family Rating, Ba3;
* Probability of Default, Ba3;
* Senior Secured revolving credit facility, Baa3 (LGD2, 11%);
* Senior Secured term loan, Baa3 (LGD2, 11%);
* 9.5% senior subordinated notes, B1 (LGD4, 68%).

Rating Affirmed:

* Speculative Grade Liquidity rating, SGL-2.

The last rating action was on July 16, 2009 when the company's
Corporate Family Rating was upgraded to Ba3 from B1.

DynCorp International LLC, headquartered in Falls Church, VA is a
provider of specialized services primarily to the U.S. Department
of Defense and Department of State.  The company previously had
three segments; International Security Services, Logistics &
Construction Management, and Maintenance & Technical Support
Services.  Recently, the company realigned the segments to: Global
Stabilization and Development Solutions, Global Platform Support
Solutions, and Global Linguistics Solutions, a 51% owned joint
venture.  Principal services provided by DynCorp include training
civilian police in developing countries, foreign language
translation and interpretation services, conducting narcotics crop
eradication programs (in Asia and Latin America) and managing
aviation services and assets for the U.S. military at locations
across the U.S. and abroad.  Revenues for the LTM period ended
January 1, 2010, were approximately $3.3 billion.


DYNCORP INTERNATIONAL: 'BB' Rating Placed by S&P on CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Falls Church, Va.-based
DynCorp International LLC on CreditWatch with negative
implications.

The CreditWatch listing reflects the planned acquisition of
DynCorp International Inc., the parent of DynCorp International
LLC, by Cerberus Capital Management LP for a total of
$1.5 billion, including assumed debt.  S&P expects that DynCorp
International Inc. will repay its existing debt as part of the
transaction.  Cerberus is offering $17.55 a share in cash for each
share of DynCorp International Inc.'s common stock, an almost 50%
premium over the recent closing price.

DynCorp International Inc. indicated in an 8K that the acquisition
will be financed with about $600 million of equity from Cerberus
and up to about $1 billion of new debt, which includes an up to
$565 million secured term loan and $455 million unsecured term
loan.  The company also indicated it may refinance the unsecured
term loan with public debt in the future and that Cerberus has
also arranged for a $150 million secured revolving credit
facility.

"S&P expects to resolve the CreditWatch listing after S&P meet
with DynCorp International's management and its new owners to
discuss their strategic plans and financial policy for the
company," said Standard & Poor's credit analyst Christopher
DeNicolo.


ENVIROSOLUTIONS: Creditors Object to DIP Financing
--------------------------------------------------
BankruptcyData.com reports that EnviroSolutions Holdings' official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court an objection to the Debtors' motion for an order authorizing
them to obtain postpetition financing and use cash collateral.

In the objection the Creditors Committee asserts, "Without
engaging in a premature valuation or plan confirmation battle, it
appears as though the Debtors and their advisors have arrived at a
reorganized enterprise value based on a multiple that is
significantly less than those of comparable businesses within the
Debtors' industry.  As a result, it appears as though the
Prepetition Secured Lenders may be receiving consideration in
excess of their claims under the Plan."

The Committee continues, ". . . this Court should be heavily
circumspect in approving the DIP Financing on the terms requested
by the Debtors given the identity of participants among the DIP
Lenders and certain Prepetition Secured Lenders and the
interconnectedness between the Plan as proposed and the DIP
Financing."

                  About EnviroSolutions Holdings

Based in Manassas, Virginia, EnviroSolutions Holdings, Inc., is an
integrated solid waste management company with a presence in
Virginia, Maryland, New Jersey, Kentucky, West Virginia, and the
District of Columbia.  The company's assets include three
landfills, four transfer stations and several hauling and
collection operations.

The Company filed for Chapter 11 bankruptcy protection on
March 10, 2010 (Bankr. S.D.N.Y. Case No. 10-11261).  John
Longmire, Esq., at Willkie Farr & Gallagher LLP, assists the
Company in its restructuring effort.  Alvarez and Marsal North
America, LLC, is the Company's restructuring advisor.  The
Company's financial advisor is Barclays Capital.  The Company
estimated its assets and liabilities at $100,000,001 to
$500,000,000.


ERVING INDUSTRIES: Electricity Sales Qualify for Priority Claims
----------------------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy judge has held that
electricity is a "good" under part of the Bankruptcy Code,
entitling Constellation NewEnergy Inc. to a $280,000
administrative priority claim against the bankruptcy estate of
Erving Industries Inc.

Erving Industries Inc. is a Western Massachusetts paper products
manufacturer.  The Company converts recycled waste paper into
tissue, which is then sold to paper products manufacturers.

Erving Industries Inc. and two of its affiliates filed for
bankruptcy on April 20, 2009 (Bankr. D. Mass. Lead Case No. 09-
30623).  Henry E. Geberth, Jr., Esq., at Hendel & Collins, P.C.,
represents the Debtor as counsel.


FAIRPOINT COMMS: Clerk Reports Claim Transfers for March
--------------------------------------------------------
The Clerk of the U.S. Bankruptcy Court for the District of
Delaware recorded transfers of 56 claims, totaling $1,413,904, for
the period from March 4, 2010 to April 2, 2010.

The Claims were transferred to these entities:

(a) ASM Capital, L.P.:

  Transferor                        Claim No.   Claim Amount
  ----------                        ---------   ------------
  Ramsey Printing & Office                533         $1,779

(b) Claims Recovery Group LLC:

  Transferor                        Claim No.   Claim Amount
  ----------                        ---------   ------------
  Berlin Police Department                  -        $12,660
  Blu-Dawg Computer Center                  -          1,531
  Burts General Repair & Welding            -            775
  DAT-A SYST                              782            621
  Diesel Fuel Systems Inc.                  -          4,100
  Fays Boat Yard Inc.                       -            623
  Fidelity Communications                   -         10,238
  NC II                                     -          1,339
  Positron Inc.                             -          1,850
  Scire Plumbing & Heating                483          1,860
  The Zone Corporation                     67          4,122
  White Mountain Security & Traffic         -            564

(c) Creditor Liquidity, L.P.:

  Transferor                        Claim No.   Claim Amount
  ----------                        ---------   ------------
  ADA Traffic Control Ltd.                307        $29,925
  American Towing Alliance LLC              -         41,171
  Equity Trust Co.                        315         15,606
  K&J Lorocque Inc.                         -         19,269
  Logica North America                    891         11,047
  Quortec Solutions, Inc.                   -          6,899
  Syringa Networks LLC                      -          5,578
  Vaillancourt Tree Landscape            1011         23,811

(d) Export Development Canada:

  Transferor                        Claim No.   Claim Amount
  ----------                        ---------   ------------
  RadialPoint Safecare Inc.               178       $136,755

(e) Fair Harbor capital, LLC:

  Transferor                        Claim No.   Claim Amount
  ----------                        ---------   ------------
  Town of Littleton                         -         $1,200
  Town of South Hampton                     -          1,022

(f) Liquidity Solutions, Inc.:

  Transferor                        Claim No.   Claim Amount
  ----------                        ---------   ------------
  A+ Conference                             -        $21,319
  Alta-Vista Journal                        -          1,138
  Aroostok County Electric Supply          86          1,119
  CBM of America Inc.                     199         14,433
  Current Publishing LLC                    -          1,460
  Dr. Vinyl of Southern NH, LLC             -          1,125
  Enersys                                   -          1,540
  George J. Foster & Co.                 2070         10,754
  KM Service Co.                          429          3,458
  Mid-Atlantic Broadband                   78          1,401
  Miller Trenching                          -         13,670
  New England Business Journals Inc.      889          5,815
  Northern Directory Publishing            51          2,643
  Promark Utilities                       673          2,877
  Sheehey Furlong & Behm PC               926         48,185
  Skycreek Corp.                         1787          1,000
  United Refrigeration                    999          4,604
  Vogel Inc.                                -          1,485
  WAGM TV & Fox 8                           -         16,894

(g) TR Capital, LLC:

  Transferor                        Claim No.   Claim Amount
  ----------                        ---------   ------------
  Alamon Telco, Inc.                       74        $78,076
  Smalley Contractors                    2984         22,484
  WMTW-TV                                   -         12,890
  WMTW-TV                                   -         56,419
  WPTZWNNE-TV                            2373         16,592
  WPTZWNNE-TV                               -         78,617
  WPTZWNNE-TV                             262         78,617
  WPTZWNNE-TV                            2923         26,607
  WPTZWNNE-TV                               -         16,592
  WPTZWNNE-TV                             855         12,890
  WPTZWNNE-TV                            2371         56,418

(h) TRC Optimum Fund LLC:

  Transferor                        Claim No.   Claim Amount
  ----------                        ---------   ------------
  WFFF-TV Fox 44                            -        $24,242
  WFFF-TV Fox 44                          148         14,260

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. S.D.N.Y. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities, $2.91
billion in total long-term liabilities, and $1.23 million in total
stockholders' equity.

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


FAIRPOINT COMMS: A. Giamarrino Resigns; L. Hood Name Interim CFO
----------------------------------------------------------------
FairPoint Communications, Inc. announced that Chief Financial
Officer Alfred C. Giammarino has tendered his resignation for
personal reasons, effective immediately.  Lisa R. Hood, senior
vice president and controller, has been appointed CFO on an
interim basis.  Mr. Giammarino had been CFO since September 2008.

Ms. Hood joined FairPoint in 1993 and currently serves as senior
vice president and corporate controller.  She has responsibility
for the corporate accounting department and financial reporting
for the company.  She is a Certified Public Accountant.

"Lisa has stepped into many positions handling a diverse range of
responsibilities over the years.  She has a proven track record
and she is well suited to fill this role until a permanent
replacement can be named," said David Hauser, Chairman and CEO of
FairPoint.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. S.D.N.Y. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities, $2.91
billion in total long-term liabilities, and $1.23 million in total
stockholders' equity.

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


FIDELITY PROPERTIES: Files Schedules of Assets & Liabilities
------------------------------------------------------------
Fidelity Properties Group, LLC, has filed with the U.S. Bankruptcy
Court for the Middle District of Florida its schedules of assets
and liabilities, disclosing:

  Name of Schedule                    Assets          Liabilities
  ----------------                    ------          -----------
A. Real Property                   $10,322,812
B. Personal Property                   $10,376
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $3,560,562
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $33,266
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                      $0
                                   -----------        -----------
TOTAL                              $10,333,188         $3,593,828

Orlando, Florida-based Fidelity Properties Group LLC filed for
Chapter 11 bankruptcy protection on April 1, 2010 (Bankr. M.D.
Fla. Case No. 10-05510).  Lawrence M. Kosto, Esq., Kosto & Rotella
PA, assists the Company in its restructuring effort.


FINDEX.COM INC: 2009 Net Loss Widens to $641,088
------------------------------------------------
FindEx.com, Inc., reported wider net loss of $641,088 for the year
ended December 31, 2009, from a net loss of $356,888 for 2008.  At
December 31, 2009, the Company had total assets of $960,527
against total current liabilities of $1,696,940 and deferred
income taxes, net of $4,700, resulting in stockholders' deficit of
$741,113.  At December 31, 2008, stockholders' deficit was
$215,525.

In its April 7, 2010 report, Brimmer, Burek & Keelan LLP in Tampa,
Florida, noted that the Company incurred a net loss of $641,088
during the year ended December 31, 2009, and, as of that date, had
a working capital deficiency of $1,341,517 and a retained deficit
of $8,698,465.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

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

Headquartered in Omaha, Nebraska, FindEx.com, Inc., develops,
publishes, markets, and distributes and directly sells consumer
and business software products for PC, Macintosh(R) and Mobile
devices.  The Company develops its software products through in-
house initiatives supplemented by outside developers.  The Company
markets and distributes its software products principally through
direct marketing and Internet sales programs, but also through
retailers and distributors.


FLYING J: Reaches $8.5M Refinery Cleanup Deal with Shell
--------------------------------------------------------
Flying J Inc. has reached an $8.5 million settlement with Shell
Oil Products U.S. that will cover the cost of cleaning up a
California oil refinery that Flying J sold as part of its
restructuring, Bankruptcy Law360 reports.

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.


FORBES MEDI-TECH: Reports Net Earnings of C$126,598 in 2009
-----------------------------------------------------------
Forbes Medi-Tech Inc. filed on April 6, 2010 its annual report on
Form 20-F, showing net income of C126,598 on C$4,626,250 of
revenue for 2009, compared with a net loss of C$7,652,499 on
C$7,843,771 of revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
C$4,697,468 in assets, C$2,269,312 of debts, and C$2,428,156 of
stockholders' equity.

KPMG LLP in Vancouver, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a deficit.

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

               http://researcharchives.com/t/s?5fd7

Vancouver, British Columbia, Forbes Medi-Tech Inc. (PINK SHEETS:
FMTI) -- http://www.forbesmedi.com/-- is a life sciences company
focused on evidence-based nutritional solutions.  Forbes is a
provider of value-added products and cholesterol-lowering
ingredients for use in functional foods and dietary supplements.


FORBES MEDI-TECH: Common Stock Now Quoted at OTCBB Under "FMTI"
---------------------------------------------------------------
Forbes Medi-Tech Inc., in a press release Friday, disclosed that
following the delisting from the Nasdaq Capital Market, it has
received notification that its common stock is now eligible for
trading on the Over-the-Counter Bulletin Board, an electronic
quotation service maintained by the Financial Industry Regulatory
Authority, effective with the open of business on April 7, 2010.

The Company's shares will continue to trade under the symbol FMTI.

               http://researcharchives.com/t/s?5fd7

Vancouver, British Columbia, Forbes Medi-Tech Inc. (OTC BB: FMTI,
PINK SHEETS: FMTI) -- http://www.forbesmedi.com/-- is a life
sciences company focused on evidence-based nutritional solutions.
Forbes is a provider of value-added products and cholesterol-
lowering ingredients for use in functional foods and dietary
supplements.

The Company's balance sheet as of December 31, 2009, showed
C$4,697,468 in assets, C$2,269,312 of debts, and C$2,428,156 of
stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on April 13, 2010,
KPMG LLP, in Vancouver, B.C., expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a deficit.


FRANCISCAN COMMUNITIES: Amends List of Largest Unsecured Creditors
------------------------------------------------------------------
Franciscan Communities Villa De San Antonio filed with the U.S.
Bankruptcy Court for the Western District of Texas amended list of
its largest unsecured creditors.

A full-text copy of the amended list of largest unsecured
creditors is available for free at:

        http://bankrupt.com/misc/txwb10-50712amended.pdf

San Antonio, Texas-based Franciscan Communities Villa De San
Antonio filed for Chapter 11 bankruptcy protection February 26,
2010 (Bankr. W.D. Texas Case No. 10-50712).  Ronald Hornberger,
Esq., at Plunkett & Gibson, Inc., assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


FRANCISCAN COMMUNITIES: Gets Final OK to Access Lenders' Cash
-------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas, in a final order, authorized Franciscan
Communities Villa De San Antonio to use the cash collateral
securing its obligation to the prepetition lenders.

As of the petition date, the Debtor was liable to the prepetition
lenders not less than $36,000,000 plus accrued and unpaid
prepetition interest and fees.

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

In exchange for using the cash collateral, the Debtors will grant
the prepetition lenders replacement liens in and to all of the
cash collateral and an allowed superpriority claim, subject to
carve out.

San Antonio, Texas-based Franciscan Communities Villa De San
Antonio filed for Chapter 11 bankruptcy protection February 26,
2010 (Bankr. W.D. Texas Case No. 10-50712).  Ronald Hornberger,
Esq., at Plunkett & Gibson, Inc., assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


FRANCISCAN COMMUNITIES: Taps Plunkett & Gibson as Bankr. Counsel
----------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas authorized Franciscan Communities Villa
De San Antonio to employ Plunkett & Gibson, Inc., as bankruptcy
counsel under a general retainer.

Plunkett & Gibson will represent the Debtor in the Chapter 11
proceedings.

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

The firm can be reached at:

     Plunkett & Gibson, Inc.
     Renaissance Plaza, Suite 1100
     70 NE Loop 410
     San Antonio, TX 78216
     Tel: (210) 734-7092
     Fax: (210) 734-0379
     E-mail: hornbergerr@plunkett-gibson.com

San Antonio, Texas-based Franciscan Communities Villa De San
Antonio filed for Chapter 11 bankruptcy protection February 26,
2010 (Bankr. W.D. Texas Case No. 10-50712).  Ronald Hornberger,
Esq., at Plunkett & Gibson, Inc., assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


FREDDIE MAC: Files February 2010 Monthly Volume Summary
-------------------------------------------------------
Freddie Mac, formally known as the Federal Home Loan Mortgage
Corporation, issued its February 2010 Monthly Volume Summary on
April 1, 2010.  A full-text copy of the Monthly Volume Summary is
available at no charge at http://ResearchArchives.com/t/s?5fe1

Freddie Mac also provided supplemental January 2010 data to the
February 2010 Monthly Volume Summary.  A full-text copy of the
Supplemental January 2010 data is available at no charge at
http://ResearchArchives.com/t/s?5fe2

Freddie Mac reported that the total mortgage portfolio decreased
at an annualized rate of 2.6% in February.  Refinance-loan
purchase and guarantee volume was $22.6 billion in February,
unchanged from January.

Freddie Mac also said the aggregate unpaid principal balance
of Freddie Mac's mortgage-related investments portfolio was
$732.2 billion at February 28, 2010, down from $743.7 billion at
January 31, 2010.  The net amount of mortgage-related investments
portfolio mortgage purchase (sale) agreements entered into during
the month of February totaled $(1.997) billion, down from the
$238 million entered into during the month of January.  Total
guaranteed PCs and Structured Securities issued increased at an
annualized rate of 0.4% in February.

Freddie Mac's single-family delinquency rate rose to 4.08% in
February, up 5 basis points from January.  Its multifamily
delinquency rate was 0.17% in February.  The measure of Freddie
Mac's exposure to changes in portfolio market value (PMVS-L)
averaged $474 million in February.  Duration gap averaged 0
months.

On February 10, 2010, Freddie Mac announced it will purchase
substantially all of the single-family mortgage loans that are 120
days or more delinquent from its PCs.

                        About Freddie Mac

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

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

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


FREDDIE MAC: CEO Haldeman Received $2,076,011 in 2009 Pay
---------------------------------------------------------
Freddie Mac, formally known as the Federal Home Loan Mortgage
Corporation, disclosed Monday that it paid Charles E. Haldeman,
Jr., its Chief Executive Officer, $2,076,011 in total compensation
for 2009.

Freddie Mac also said former CEO David M. Moffett, who resigned in
March 2009, received $512,864 in total pay for 2009.  His interim
replacement, John Koskinen, was paid $550,713 for roughly six
months' work.

As reported by the Troubled Company Reporter on July 28, 2009,
Freddie Mac's board of directors named Mr. Haldeman as CEO,
effective August 2009.  Of the 2009 pay, Freddie Mac said $356,250
in base salary was paid during the year and $1,277,083 in base
salary has been deferred.

Under the terms of Freddie Mac's Executive Compensation Program
and the Mandatory Executive Deferred Base Salary Plan, Deferred
Base Salary earned during each calendar quarter in 2009 will be
paid in cash on the last business day of the corresponding quarter
in 2010, provided the named executive officer is employed by the
company on such payment date or in the event such officer dies,
retires or has a long-term disability in 2010.

Mr. Haldeman received $395,833 in non-equity incentive plan
compensation and $46,845 for relocation expenses and others.  No
bonus was earned.

Ross J. Kari, Freddie Mac's Executive Vice President and Chief
Financial Officer, who was appointed to the position in September
2009, received $1,199,149 in total pay, which included a $487,500
cash bonus.

Former Acting Chief Financial Officer David B. Kellermann, who was
found dead in April 2009 in the basement of his house on what was
thought to be a suicide, was paid $845,902.

Mr. Moffett was appointed CEO on September 7, 2008, and resigned
his position effective March 13, 2009.

                        About Freddie Mac

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

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

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


FREMONT GENERAL: New World Tries to Block Plan Approval
-------------------------------------------------------
Fremont General Corp. shareholder New World Acquisition LLC has
renewed its objections to the equity holders' proposed
reorganization plan, asking the court not to approve a settlement
that would allow a group of funds to change their vote on the
plan, according to Bankruptcy Law360.

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

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


GENERAL MOTORS: Fee Examiner Seeks to Expand Stuart Work
--------------------------------------------------------
To recall, Brady C. Williamson, as fee examiner in General Motors
Corp.'s Chapter 11 cases, sought the U.S. Bankruptcy Court's
authority to employ Stuart Maue as consultant effective as of
January 22, 2010, for the
initial purpose of assisting in the review of interim fees and
expenses of Jenner and Block LLP; Brownfield Partners LLC, Kramer
Levin Naftalis and Frankel LLP, LFR Inc., and Claro Group LLC.

By this application, the Fee Examiner seeks to expand and extend
the employment and retention of Stuart Maue as an auditor,
effective as of March 8, 2010, to include all interim and final
fee applications that the Fee Examiner determines warrant review.

Katherine Stadler, Esq., at Godfrey & Kahn, S.C., in Milwaukee,
Wisconsin -- kstadler@gklaw.com -- tells the Court that Stuart
Maue will continue to:

  (1) assist the Fee Examiner in analyzing the fee applications
      of all professionals, which the Fee Examiner determines
      warrant analysis, for compliance with the applicable
      provisions of the Bankruptcy Code, the Bankruptcy Rules,
      the Guidelines of the United States Trustee, the Code of
      Federal Regulations, and the Local Rules and Orders of the
      Court; and

  (2) assist the Fee Examiner with the preparation of periodic
      reports with respect to professional fees and expenses.

The fee applications in the Debtors' cases total more than $90
million, supported by more than 5,000 pages of billing materials,
Ms. Stadler says.

Other than in connection with assisting the Fee Examiner in his
analysis, Stuart Maue will not duplicate the work performed by the
Fee Examiner or any other professionals, Ms. Stadler assures Judge
Gerber.

On account of the extended engagement, Stuart Maue will be paid
based on these hourly rates:

Professional                                Hourly Rate
------------                                -----------
Project Manager                                 $375
Legal Auditors & Senior Legal Auditors      $275 to $350
IT Personnel                                    $175
Data Control Personnel                           $75

Stuart Maue will also be reimbursed for necessary out-of-pocket
expenses.

James P. Quinn, president and chief operating officer at Stuart
Maue, in St. Louis, Missouri, contends that his firm will not
duplicate the work performed by the Fee Examiner or any other
professionals.  He further assures the Court that the firm and its
employees does not have any relationship with (i) the Debtors,
(ii) their creditors or equity holders, (iii) other parties-in-
interest, (iv) the Debtors' attorneys and accountants, or (v) the
United States Trustee.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Pacts Rejection, Global Settlement Approved
-----------------------------------------------------------
Bankruptcy Judge Robert Gerber approved General Motors Corp.'s
rejection of a Participation Agreement, a Lease Agreement with
Lease Supplement, and a Tax Indemnity Agreement under Lease No. GM
2001A-7.

The GM 2001A-7 Rejection is hinged on a stipulation among the
Debtors, General Electric Capital Corporation, Philip Morris
Capital Corporation, and Wells Fargo Bank Northwest, National
Association, as indenture trustee under leveraged lease
transactions known as GM 2001A-1, 2001A-2, 2001A-3, 2001A-4,
2001A-5, 2001A-6, 2001A-7, and 2001A-8, Manufacturers and Traders
Trust Company, as indenture trustee under GM 2000A-1, and Philip
Morris Capital Corporation.

Judge Gerber also ratified a global settlement agreement among (i)
General Motors LLC, (ii) MLC, (iii) MLCS, LLC (f/k/a Saturn, LLC),
(iv) Saturn County Bond Corporation, (v) HNB Investment Corp.,
(vi) General Foods Credit Corporation, (vii) General Foods Credit
Investors No. 2 Corporation, (viii) Philip-Morris Capital
Corporation, (ix) General Electric Capital Corporation, (x) U.S.
Bank, National Association, as owner trustee under certain lease
arrangements, (xi) The Bank of New York Mellon, as indenture
trustee, pass through trustee or purchase option agent under
certain lease arrangements, (xii) Manufacturers and Traders Trust
Company, as indenture trustee, pass through trustee or purchase
option agent under certain lease arrangements, and (xiii) Wells
Fargo Bank Northwest, National Association, as indenture trustee
under certain lease arrangements.

The Global Settlement Agreement calls for, among other things, the
rejection of these lease transactions with M&TT, Wells Fargo and
General Foods:

  Rejected Lease Transaction                  Amount of Claim
  --------------------------                  ---------------
  2000 A-3 Participation Agreement              $44,412,510
  and other 2000 A-3 Operative Documents

  2001 A-1 Participation Agreement and          $141,305,874
  other 2001 A-1 Operative Documents

  2001 A-2 Participation Agreement and          $142,197,253
  other 2001 A-2 Operative Documents

  2001 A-6 Participation Agreement and           $45,835,565
  other 2001 A-6 Operative Documents

  2001 A-7 Participation Agreement and            $6,753,243
  other 2001 A-7 Operative Documents

  2001 A-8 Participation Agreement and            $6,789,209
  other 2001 A-8 Operative Documents

  2001 A-1 Participation Agreement and           $22,400,000
  Tax Indemnity Agreement

  2001 A-7 Participation Agreement and            $1,600,000
  Tax Indemnity Agreement

  2000 A-3 Participation Agreement and              $334,425
  other 2000 A-3 Operative Documents

  2001 A-1 Participation Agreement and              $17,459
  other 2001 A-1 Operative Documents

  2001 A-2 Participation Agreement and              $13,720
  other 2001 A-2 Operative Documents

  2001 A-6 Participation Agreement and             $242,198
  other 2001 A-6 Operative Documents

  2001 A-7 Participation Agreement and             $111,665
  other 2001 A-7 Operative Documents

  2001 A-8 Participation Agreement and             $276,445
  other 2001 A-8 Operative Documents

The Court added in a separate order that these Leveraged Lease
Transactions are deemed rejected as of these dates, pursuant to
the Settlement Agreement:

  Leveraged Lease Transactions            Rejection Date
  ----------------------------            --------------
        GM 2001 A-6                        July 31, 2009
        GM 2001 A-8                    December 31, 2009
         B-1 Lease                      January 31, 2010
  mobile equipment & furniture            March 19, 2010

Judge Gerber also authorized the Debtors to assume and assign six
lease documents, a schedule of which is available for free
at http://bankrupt.com/misc/AssumedGMLeasePacts.pdf

                Debtors Stipulate with Linden,
                   Duke and National Union

The Debtors entered into a stipulation with Linden Development
Company, LLC, and Duke Baltimore, LLC, authorizing the Debtors'
rejection of five executory contracts, a schedule of which is
available for free at:

    http://bankrupt.com/misc/Linden&DukeRejectedPacts.pdf

The parties agree that all issues relating to the allowance,
amount, priority and treatment of any claim, right or remedy
asserted by Linden or Duke with respect to the rejection of the
Executory Contracts are preserved.  Similarly, the Debtors'
defenses and right to object to the allowance, amount, priority
and treatment of any claim, right or remedy asserted by Linden or
Duke are so too preserved.

Linden and Duke each will have until 30 days after the Court's
approval of the Stipulation to file a proof of claim for damages
arising from the Rejection.

Separately, National Union Fire Insurance Company of Pittsburgh,
Pennsylvania, on behalf of itself and its affiliated insurers,
have agreed to the Debtors' assumption of the agreements relating
to National Union's program of insurance provided to the Debtors.

The National Union Insurance Program includes coverage for, among
other things, general liability, commercial automobile liability,
and workers compensation liability.

Pursuant to the parties' stipulation, the National Union Program
Agreements will be deemed assigned by the Debtors to GM LLC
pursuant to Section 365 of the Bankruptcy Code.  The Debtors will
have no further obligations to National Union under the
Agreements.

Upon the assumption and assignment of the National Union Program
Agreements to GM LLC, all coverage under the Program will remain
in full force and effect.

No cure amount will be paid upon assumption and assignment of the
National Union Program Agreements.  GM LLC and National Union
acknowledge that amounts may be due and owing by National Union or
GM LLC under the Program to the other party.  National Union and
GM LLC reserve all of their rights under the National Union
Program Agreements and the National Union Insurance Program.

The Debtors will cooperate with GM LLC and National Union to
facilitate the transfer of all of Debtors' right, title, and
interest in the collateral under the Agreements to GM LLC.

National Union will have the right to use or draw upon any
Collateral, in the Debtors' possession, under its control, or
otherwise in accordance with the National Union Insurance Program.

No prior transfers of any kind to National Union by or on behalf
of the Debtors arising under or relating to the National Union
Insurance Program may be avoided or recovered under the Bankruptcy
Code or under any applicable state law, except in accordance with
the contractual terms of the National Union Insurance Program.

National Union may adjust, settle, and pay insured claims --
whether existing claims against Debtors or new claims against GM
LLC -- and utilize funds provided for that purpose, or otherwise
carry out the terms and conditions of the National Union Insurance
Program, including liquidating and taking ownership of the
Collateral, without further order of the Court.

The Stipulation will not be deemed to grant relief from the
automatic stay to any claimant to pursue any claim against the
Debtors in a non-bankruptcy court or the Court.

All rights of any party with respect to Collateral held by
National Union will be governed by the terms of the National Union
Insurance Program.  Neither the Debtors nor GM LLC will take any
action against National Union in the Court that is inconsistent
with the terms of the Program.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Denies $500-Mil. Liability for NUMMI Dissolution
----------------------------------------------------------------
New United Motor Manufacturing, Inc., an automobile manufacturer
and privately held California corporation, filed Claim No. 67357
to recover $500 million, essentially alleging that Motors
Liquidation Company, formerly General Motors Corp., must assume
liability for the dissolution of NUMMI's operations.  NUMMI also
alleges that MLC breached ten contracts among MLC, Toyota Motor
Corporation and NUMMI, relating to the supply and purchase of
automobiles and component parts, including, among others, (i) a
Shareholders Agreement dated February 21, 1984, (ii) a
Subscription Agreement dated February 21, 1984, (iii) Vehicle
Supply Agreement dated February 21, 1984, and (iv) Component
Supply Agreement dated as of October 24, 1998.  In addition, NUMMI
contends that MLC breached fiduciary duties owed to NUMMI as a
controlling shareholder.

Founded as a joint venture by Toyota and MLC in December 1983,
NUMMI has operated as an independent California corporation
engaged in the production of automobiles and component parts for
nearly 30 years, Harvey R. Miller, Esq., at Weil, Gotshal & Manges
LLP, in New York, says.

Approximately one month after publicly announcing that the Pontiac
brand would be phased out as part of the Debtors' restructuring,
MLC informed NUMMI, on May 21, 2009, that it was discontinuing
production of the Pontiac Vibe at NUMMI.  In June 2009, MLC
informed NUMMI that the purchaser of MLC's assets did not intend
to acquire MLC's 50% shareholder interest in NUMMI as part of the
sale transaction under Section 363 of the Bankruptcy Code.  In
August 2009, Toyota also informed NUMMI that it also planned to
discontinue production of all vehicles at NUMMI as of March 31,
2010.

Mr. Miller argues that NUMMI's Claim No. 67357 does not identify
or quote a single contractual provision in any of the ten
contracts allegedly breached by the Debtors.

Moreover, notwithstanding its separate corporate existence and
management, NUMMI is the Court to "disregard NUMMI's corporate
form, pierce NUMMI's corporate veil and assess MLC, a 50%
shareholder, with 50% of the costs of NUMMI's dissolution or wind-
down proceedings, on the grounds that MLC's alleged breaches of
contract and fiduciary duty caused the anticipated shutdown of
NUMMI's business," according to Mr. Miller.

There is no basis in law or fact to hold MLC accountable for
NUMMI's expected shutdown. Indeed, as of the Petition Date, MLC's
production accounted for approximately 17% of total vehicle
production at NUMMI -- the remainder of NUMMI's production
consisted of Toyota cars and trucks, Mr. Miller points out.

In addition, the Debtors have not breached any contract with NUMMI
that would entitle NUMMI to recover costs incurred in connection
with the discontinuation of vehicle production at NUMMI's
manufacturing facility by Toyota and MLC, Mr. Miller asserts.  In
fact, the terms of the contracts between MLC and NUMMI clearly
establish that MLC was not required to purchase any vehicles from
NUMMI, much less reimburse NUMMI or effectively indemnify NUMMI
for costs incurred with the discontinuation of production of the
Pontiac line, Mr. Miller tells the Court.

NUMMI's filing of its Claim No. 67357 is a "blatant attempt to
avoid its own liabilities, especially where . . . NUMMI remains in
possession of substantial assets," Mr. Miller contends.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: UAW Files $450-Mil. Lawsuit over Delphi Contract
----------------------------------------------------------------
The International Union of United Automobile, Aerospace, and
Agricultural Implement Workers of America filed against General
Motors Co., a lawsuit asserting $450 million in GM's obligations
pursuant to labor contract with its former part division, Delphi
Corp.

The three-year-old labor contract obligated GM, upon GM and
Delphi's bankruptcies, to pay $450 million for UAW's Voluntary
Employee Beneficiary Association to provide Delphi workers with
retiree health care, according to UAW.  Delphi filed for
bankruptcy protection in 2005.  GM entered into Chapter 11
restructuring in 2009.

The UAW contends that GM rejected the labor contract in November
2009.  Since then, GM "has failed and refused to make the
contractually required payment" despite the Union's written
request, the Detroit Free Press reports, citing the 8-page lawsuit
filed in a federal district court in Detroit, Michigan.

Delphi implemented wage cuts as part of its reorganization.  When
Delphi filed for bankruptcy protection in 2005, it sought
concessions from its UAW-represented workforce, including a $10 an
hour wage cut, from about $28 to $18 an hour, for some veteran
production workers, plant closures and other concessions, the
report related.  Delphi has argued that the wage cuts were
necessary because the higher pay stemmed from when the parts
plants were owned by GM and were set at assembly production wages.
Delphi moved for the pay cut to bring the wages in line with
comparable pay at parts factories.

The UAW pointed out in the lawsuit that GM was a party to the
original 2007 deal.  The automaker, during its own bankruptcy last
year, assumed all of its contracts with the UAW including the
agreement with Delphi and the union, the report said, noting the
UAW lawsuit.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Dr. Cynthia Telles Joins Board of Directors
-----------------------------------------------------------
General Motors Company appointed Dr. Cynthia A. Telles to its
board of directors.  Dr. Telles, 57, has been on the faculty of
the University of California, Los Angeles School of Medicine
Department of Psychiatry since 1986.  She is currently the
Director of the UCLA Neuropsychiatric Institute Spanish-Speaking
Psychosocial Clinic.  Among many corporate, non-profit, and public
service board memberships, Dr. Telles was recently appointed to
the White House Commission on Presidential Scholars by President
Obama.  Dr. Telles was also appointed to the National Advisory
Council of the Substance Abuse and Mental Health Services
Administration, the advisory group on Health Care Reform, and the
Regional Selection Panel for the White House Fellows Program
during the Clinton Administration.

Her work has been published extensively in the area of mental
health, particularly with respect to the assessment and treatment
of Hispanic populations.  Dr. Telles received her B.A. from Smith
College and doctorate in Clinical Psychology from Boston
University.

Dr. Telles currently is a member of the board of the Kaiser
Foundation Health Plan and Hospitals (Kaiser Permanente) and
Americas United Bank, which she has served on since its inception.
The bank is the largest Hispanic-owned bank based in California.
She previously served on the boards of Burlington Northern Santa
Fe Corporation and Sanwa Bank California (United California Bank).

`The addition of Dr. Telles to GM's board of directors ensures
that the company will continue to benefit from a diversity of
perspectives and experience in our mission to provide consumers
with the world's best vehicles,' said CEO and Board Chairman Ed
Whitacre.

Dr. Telles' appointment brings the number of GM directors to 13.
In addition to Ed Whitacre, the other board members include lead
director, Patricia Russo, former CEO Alcatel-Lucent; Carol
Stephenson, dean of Richard Ivey School of Business at University
of Western Ontario; Daniel Akerson, managing director and head of
Global Buyout of The Carlyle Group; David Bonderman, co-founding
partner and managing general partner of TPG; Robert Krebs, retired
chairman and CEO of Burlington Northern Santa Fe; Stephen Girsky,
GM vice chairman, Corporate Strategy and Business Development.;
Erroll Davis, chancellor, University System of Georgia; Neville
Isdell, retired chairman and CEO, The Coca-Cola Company; Kent
Kresa, chairman emeritus, Northrop Grumman  Corp.; Philip Laskawy,
retired chairman and CEO, Ernst & Young LLP; Kathryn Marinello,
former chairman and CEO, Ceridian Corp.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GMAC INC: CEO Doesn't See ResCap Bankruptcy Filing
--------------------------------------------------
Aparajita Saha-Bubna at Dow Jones Newswires reports that Michael
A. Carpenter, chief executive of GMAC Financial Services, said in
an interview Monday that GMAC doesn't expect its Residential
Capital unit to file for bankruptcy.

Dow Jones says GMAC is continuing its efforts to sell the
remaining bulk of ResCap's book of mortgages, the vast majority of
which resides in the U.S.  To this effect, GMAC sold about
$200 million of mortgage loans in the first quarter, said Thomas
Marano, ResCap's chief executive, according to Dow Jones.

Dow Jones relates that for the fourth quarter, Minneapolis-based
ResCap posted a loss of $3.1 billion, its 13th consecutive
quarterly loss.  GMAC reported a $5 billion loss in the fourth
quarter, as it wrote down the value of ResCap's mortgage book to
around 42 cents on the dollar.

Dow Jones also says ResCap posted a combined loss of $9.96 billion
in 2007 and 2008.  During the two years, GMAC plowed $6 billion
into ResCap, which included forgiving its debt.

In addition to efforts to sell ResCap's U.S. mortgage loans, GMAC
is exploring options for its U.S. mortgage servicing and
origination platform, Dow Jones says.  The goal is "maximizing
value in a reasonable time frame," said Mr. Carpenter, according
to Dow Jones.  "We are not conducting a fire sale."

                            About GMAC

GMAC Inc. -- http://www.gmacfs.com/-- is a bank holding company
with 15 million customers worldwide.  GMAC's business operations
include automotive finance, mortgage operations, insurance and
commercial finance.  The company also offers retail banking
products through its online bank, Ally Bank.  As of December 31,
2009, GMAC had approximately $172 billion in assets.

GMAC Inc. was founded in 1919 as a wholly owned subsidiary of
General Motors Corporation.  On November 30, 2006, General Motors
Corporation sold a 51% interest in the Company to FIM Holdings
LLC, an investment consortium led by Cerberus FIM Investors, LLC,
the sole managing member.  On December 24, 2008, the Board of
Governors of the Federal Reserve System approved the Company's
application to become a bank holding company under the Bank
Holding Company Act of 1956, as amended.  In connection with this
approval, GM and FIM Holdings  were required to significantly
reduce their voting equity ownership interests in GMAC.  These
reductions in ownership occurred in 2009.

Ally Bank, a unit of GMAC Financial Services, is an online U.S.
bank that provides an array of products, including online savings
accounts, money-market savings accounts and a variety of no
penalty certificates of deposit.  The bank was founded on three
core values: talking straight, doing what's right and being
obviously better than the competition.  Ally Bank's total assets
were $42.5 billion at the end of the second quarter of 2009.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                         *     *     *

For the 2009 full year, GMAC reported a net loss of $10.3 billion,
compared to net income of $1.9 billion in 2008.  GMAC reported
that as of Dec. 31, 2009, it had $172.306 billion in total assets
and total debt of $98.313 billion.

GMAC says there is substantial doubt about ResCap's ability to
continue as a going concern.  GMAC says that should ResCap file
for bankruptcy, its investment related to ResCap's equity position
would likely be reduced to zero.

Dow Jones notes GMAC has received $16.3 billion of federal aid as
part of an effort to avoid bankruptcy.  It converted into a bank-
holding company at the end of 2008 to help make it through the
financial crisis.

In February 2010, Moody's Investors Service upgraded the senior
unsecured rating of GMAC and GMAC-supported subsidiaries to B3
from Ca, with a stable rating outlook.  At the end of January,
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on both GMAC and Residential Capital to
'B' from 'CCC'.


GMAC INC: Sells Euro Mortgage Assets and Operations to Fortress
---------------------------------------------------------------
Aparajita Saha-Bubna at Dow Jones Newswires reports that GMAC
Financial Services is selling its European mortgage assets and
operations, including loans valued at about $1 billion housed in
its ailing mortgage unit, to private-equity firm Fortress
Investment Group LLC.

According to Dow Jones, the deal -- a key component in a series of
moves marking GMAC's exit from the European mortgage business --
accounts for about 10% of the $19 billion of assets [as of
Dec. 31, 2009] at GMAC's Residential Capital LLC, and comes amid
GMAC's efforts to manage risk stemming from souring mortgages.
The purchase price wasn't disclosed.

"The reason this is important to us is we were intent on de-
risking," said Michael A. Carpenter, GMAC's chief executive, in an
interview, according to Dow Jones.

The report says GMAC's sale of European mortgage assets includes
the sale of Alt-A mortgages, which became infamous during the
financial crisis for their inadequate or inaccurate documentation.
It also comprises mortgage servicing rights. The deal, slated to
close over summer, isn't expected to have a material impact on
GMAC's finances.

                            About GMAC

GMAC Inc. -- http://www.gmacfs.com/-- is a bank holding company
with 15 million customers worldwide.  GMAC's business operations
include automotive finance, mortgage operations, insurance and
commercial finance.  The company also offers retail banking
products through its online bank, Ally Bank.  As of December 31,
2009, GMAC had approximately $172 billion in assets.

GMAC Inc. was founded in 1919 as a wholly owned subsidiary of
General Motors Corporation.  On November 30, 2006, General Motors
Corporation sold a 51% interest in the Company to FIM Holdings
LLC, an investment consortium led by Cerberus FIM Investors, LLC,
the sole managing member.  On December 24, 2008, the Board of
Governors of the Federal Reserve System approved the Company's
application to become a bank holding company under the Bank
Holding Company Act of 1956, as amended.  In connection with this
approval, GM and FIM Holdings  were required to significantly
reduce their voting equity ownership interests in GMAC.  These
reductions in ownership occurred in 2009.

Ally Bank, a unit of GMAC Financial Services, is an online U.S.
bank that provides an array of products, including online savings
accounts, money-market savings accounts and a variety of no
penalty certificates of deposit.  The bank was founded on three
core values: talking straight, doing what's right and being
obviously better than the competition.  Ally Bank's total assets
were $42.5 billion at the end of the second quarter of 2009.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                         *     *     *

For the 2009 full year, GMAC reported a net loss of $10.3 billion,
compared to net income of $1.9 billion in 2008.  GMAC reported
that as of Dec. 31, 2009, it had $172.306 billion in total assets
and total debt of $98.313 billion.

GMAC says there is substantial doubt about ResCap's ability to
continue as a going concern.  GMAC says that should ResCap file
for bankruptcy, its investment related to ResCap's equity position
would likely be reduced to zero.

Dow Jones notes GMAC has received $16.3 billion of federal aid as
part of an effort to avoid bankruptcy.  It converted into a bank-
holding company at the end of 2008 to help make it through the
financial crisis.

In February 2010, Moody's Investors Service upgraded the senior
unsecured rating of GMAC and GMAC-supported subsidiaries to B3
from Ca, with a stable rating outlook.  At the end of January,
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on both GMAC and Residential Capital to
'B' from 'CCC'.


GRAHAM PACKAGING: Amends CFO Bullock's Employment Agreement
-----------------------------------------------------------
Graham Packaging Holdings Company, Graham Packaging Company, L.P.,
and David Bullock, the Chief Financial Officer of Holdings, Graham
Packaging Company, L.P., and Graham Packaging Company Inc., on
March 29, 2010, entered into an Amendment to the Employment
Agreement between Holdings, Graham Packaging Company, L.P., and
Mr. Bullock effective as of May 5, 2009.  The Amendment is
effective as of February 11, 2010.

The Amendment provides for changes to Mr. Bullock's severance
benefits to bring them into line with the benefits of the
Company's other named executive officers.

Pursuant to the Amendment, upon termination of Mr. Bullock's
employment with the Company either by the Company without cause or
by Mr. Bullock's resignation for good reason, Mr. Bullock is
entitled to a pro rated annual bonus at the time the annual bonus
would have otherwise been payable had Mr. Bullock's employment not
terminated, in addition to all the other severance payments and
benefits previously provided under the Employment Agreement.

                     About Graham Packaging

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

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


GRAY TELEVISION: Files Amendment to Wachovia Credit Agreement
-------------------------------------------------------------
Gray Television, Inc., filed with the Securities and Exchange
Commission copy of the Second Amendment, dated as of March 31,
2010, to its Credit Agreement, dated as of March 19, 2007, with
Wachovia Bank, National Association, as administrative agent.

A full-text copy of the Second Amendment is available at no charge
at http://ResearchArchives.com/t/s?5fe0

As reported by the Troubled Company Reporter, effective as of
March 31, 2010, Gray amended its senior credit facility with a
consortium of lenders led by Wells Fargo Bank, as successor by
merger to Wachovia Bank, National Association, as administrative
agent.  The Amendment provides for, among other things, (i) an
increase in the maximum total net leverage ratio covenant under
the Credit Agreement through March 30, 2011, and (ii) a potential
issuance of capital stock or senior or subordinated debt
securities, which could include securities with a second lien
security interest.  The Amendment also provides for a reduction in
the revolving loan commitment under the senior credit facility
from $50.0 million to $40.0 million.

From March 31, 2010, until the date the Company completes an
offering of Replacement Debt resulting in the repayment of not
less than $200 million of the Company's term loan outstanding
under the Credit Agreement, (i) the Company is required to pay an
annual incentive fee equal to 2.0%, which fee will be eliminated
upon the consummation of such offering and repayment, (ii) the
annual facility fee will remain at 3.0%, which fee will, following
such repayment, be reduced to 1.25% per year, with a potential for
further reductions in future periods, and (iii) the Company will
remain subject to a maximum total net leverage ratio, which will,
following such repayment, be replaced by a first lien leverage
test.  In addition, from and after such repayment, the Company
will be required to comply with a minimum fixed charge coverage
ratio of 0.90x to 1.0x.

Upon the completion of an offering of Replacement Debt that
results in the repayment of not less than $200 million of the
Company's term loan outstanding under the Credit Agreement, the
Company will, from the date of such repayment, be subject to a
maximum first lien leverage ratio covenant, which will replace the
Company's current maximum total leverage ratio covenant.  The
covenant will range from 7.5x to 6.5x, depending upon the amount
of any such repayment.

The use of proceeds from any issuance of Replacement Debt will
generally be limited to the repayment of amounts outstanding under
the term loan under the Credit Agreement and, in certain
circumstances, to the repurchase of outstanding shares of the
Company's Series D Perpetual Preferred Stock.  The Company cannot
provide any assurances that such a sale of Replacement Debt, or
any repurchase of such preferred stock, will be completed by the
Company, or of the terms or timing thereof.

Beginning April 30, 2010 and thereafter, all interest and fees
accrued under the Credit Agreement will be payable in cash upon
their respective due dates, with no portion of such accrued
interest and fees being subject to deferral.

Additional discussions on the Amendment are available at no charge
at http://ResearchArchives.com/t/s?5f01

Headquartered in Atlanta, Georgia, Gray Television, Inc., operates
36 primary television stations serving 30 mid-sized markets.  The
company's total revenues were approximately $270 million for the
year ended December 31, 2009.

At December 31, 2009, the Company had total assets of
$1,245,739,000 against total liabilities of $1,058,733,000,
resulting in stockholders' equity of $93,620,000.  At December 31,
2008, stockholders' equity was $117,107,000.

                           *     *     *

As reported by the Troubled Company Reporter on April 6, 2010,
Moody's Investors Service said Gray Television's amendment to its
credit agreement does not affect the company's Caa1 Corporate
Family Rating, Caa2 Probability of Default Rating, SGL-4
speculative grade liquidity rating or its rating outlook which is
negative.  Moody's last rating on action Gray occurred on April 1,
2009, when it lowered the company's CFR to Caa1 from B3, PDR to
Caa2 from Caa1, and senior secured credit facility rating to Caa1
from B3.


GREYSTONE PHARMACEUTICALS: Case Dismissal Hearing Set for April 27
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
will consider at a hearing on April 27, 2010, at 11:00 a.m., a
motion by the Internal Revenue service for the dismissal of the
Chapter 11 cases of Greystone Pharmaceuticals, Inc. and its units.
The hearing will be held at Room 630 in Memphis, Tennessee.

The United States of America, a creditor acting through the
Internal Revenue Service, sought for the dismissal due to the
Debtors' failure to file federal tax returns for 2007, 2008 and
2009.

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for Chapter
11 bankruptcy protection on November 2, 2009 (Bankr. W.D. Tenn.
Case No. 09-32236).  John L. Ryder, Esq., assists the Company in
its restructuring effort.  According to the schedules, the Company
has assets of $25,467,546, and scheduled debts of $22,601,150.


CITADEL BROADCASTING: Has Exclusivity Beyond May 12 Plan Hearing
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Citadel Broadcasting
Corp. sought and received an extension until July 19 of its
exclusive right to propose a Chapter 11 plan.  The confirmation
hearing for approval of the plan is set for May 12.  The secured
lenders and the creditors' committee are in agreement with the
plan following a settlement improving treatment of unsecured
creditors.

                   About Citadel Broadcasting

Citadel Broadcasting Corporation (OTC BB: CTDB) --
http://www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets.  Citadel is comprised of 166 FM stations and
58 AM stations in the nation's leading markets, in addition to
Citadel Media, which is one of the three largest radio networks in
the United States.

Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company listed assets of $1.4 billion and debt of $2.5 billion
in its Chapter 11 filing.  Kirkland & Ellis LLP is serving as
legal counsel and Lazard Freres & Co. LLC.  As financial advisor
for the restructuring.  Kurtzman Carson Consultants is serving as
claims and notice agent.

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


HAWKER BEECHCRAFT: To Pay Sept. 2010 Interest on PIK Notes in Cash
------------------------------------------------------------------
Hawker Beechcraft Acquisition Company, LLC, and Hawker Beechcraft
Notes Company, may, at the Company's option, elect to pay interest
entirely in cash, entirely by increasing the principal amount, or
50% in cash and 50% by increasing the principal amount for any
interest payment period prior to April 1, 2011 for its outstanding
8.875%/9.625% Senior PIK Election Notes due 2015.

The Company is electing to pay cash interest for the interest
period ending on September 30, 2010.  The Company will evaluate
this option prior to the beginning of each eligible interest
period, taking into account market conditions and other relevant
factors at that time.

In connection with this election, on March 30, 2010, the Company
delivered notice to Deutsche Bank National Trust Company, in its
capacity as Trustee under the Indenture governing the PIK Notes,
that, with respect to the interest that will be due on such notes
on the October 1, 2010 interest payment date, the Company will
make such interest payment in cash.

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

                           *     *     *

As reported by the Troubled Company Reporter on Nov. 20, 2009,
Moody's affirmed Hawker Beechcraft Acquisition Company LLC's Caa2
Corporate Family and Probability of Default ratings but lowered
the rating on the company's senior secured bank obligations to
Caa1 from B3 following announcement of plans to expand the size of
its secured term loan.  At the same time, ratings on Hawker
Beechcraft's senior unsecured cash-pay and PIK election notes
(Caa3) and subordinated notes (Ca) were affirmed.  The company's
Speculative Grade Liquidity rating was changed to SGL-4,
designating weak liquidity, but is expected to improve once final
amounts sourced from an incremental term loan are known.  The
outlook was revised to negative.

The actions follow several developments: an amendment to the
company's revolving credit facility reducing the size of the
commitment and revising financial covenants, a proposed increase
of $200 million to an existing $1,271 million term loan,
disclosure of some $0.7 billion of non-cash impairment and other
charges during the company's third quarter.

On Nov. 19, 2009, the TCR stated that Standard & Poor's assigned
its 'CCC+' issue-level rating to Hawker Beechcraft Acquisition Co.
LLC's proposed $200 million incremental term loan, the same as the
corporate credit rating on parent Hawker Beechcraft Inc., and a
'4' recovery rating, which indicates S&P's expectation of average
(30%-50%) recovery in a payment default scenario.  In addition,
S&P affirmed its 'CCC+' corporate credit rating on Wichita,
Kansas-based Hawker Beechcraft.  The company has about
$2.15 billion of debt.

S&P also lowered its issue-level rating on HBAC's existing senior
secured credit facilities to 'CCC+' from 'B-', the same as the
corporate credit rating on Hawker Beechcraft.  S&P lowered the
recovery rating on this debt to '4' from '2', indicating its
expectation of average (30%-50%) recovery in a payment default
scenario.  At the same time, S&P affirmed its 'CCC-' issue-level
rating on HBAC's senior unsecured and subordinated notes, two
notches below the corporate credit rating on Hawker Beechcraft.
The recovery rating on the senior unsecured and subordinated debt
remains at '6', indicating S&P's expectation of negligible (0%-
10%) recovery in a payment default scenario.

The outlook is negative.  S&P could lower the ratings if the
market for business jets deteriorates further, leading to reduced
earnings, cash generation, and liquidity, resulting in cash on
hand and revolver availability falling below $200 million.


HAWKER BEECHCRAFT: Execs' Performance-Based Option Deals Revised
----------------------------------------------------------------
Hawker Beechcraft, Inc., parent company of Hawker Beechcraft
Acquisition Company, LLC, on March 26, 2010, amended all of the
existing performance based option agreements held by current
employees of Hawker Beechcraft Corporation, its principal
operating subsidiary, including option agreements with Hawker
Beechcraft Corporation's named executive officers.

With respect to performance based option agreements for options
granted in 2007 and 2008, the options are subject to vesting if
certain earnings before interest, tax, depreciation and
amortization targets were achieved.  Regardless of whether the
EBITDA targets were achieved, if the option recipient remained
employed at the Company or one of its subsidiaries at the time of
a Liquidity Event -- as defined in the Company's 2007 Stock Option
Plan -- which resulted in a 30% Internal Rate of Return -- as
defined in the Company's 2007 Stock Option Plan -- for
Performance-Vesting A options and a 25% Internal Rate of Return
for Performance-Vesting B options, the option would become fully
vested.  The Amendments removed, in each case, the Internal Rate
of Return test and replaced it with a Cash on Cash Return Test of
150% (in the case of the Performance-Vesting A options) and 200%
(in the case of the Performance-Vesting B options).

With respect to performance based option agreements for options
granted in 2009, the Performance-Vesting A options vest in equal
amounts on the first five anniversaries of the date of grant, but
become exercisable only in the event there is a Liquidity Event
which results in an 8% Internal Rate of Return -- as defined in
the Company's 2007 Stock Option Plan -- and a Cash on Cash Return
of at least 200%.  The Performance-Vesting B options vest annually
on each anniversary of the date of grant, beginning one year from
the date of grant, but are exercisable only in the event there is
a Liquidity Event which results in an 8% Internal Rate of Return
and a Cash on Cash Return of at least 300%.  The Amendments
removed for each type of option the Internal Rate of Return test
and reduced the Cash on Cash Return test to 150% (in the case of
the Performance-Vesting A options) and 200% (in the case of the
Performance-Vesting B options).

For these named executive officers, the Amendments impacted these
numbers of options:

                             2007 and 2008   2009
     Officer                 Options         Options    Total
     -------                 -------------   -------    -----
     Worth W. Boisture, Jr.            0     621,875  621,875
     Sidney E. Anderson           91,850           0   91,850
     Scott A. Shepherd            48,704.8         0   48,704.8
     William E. Brown             84,704           0   84,704
     Sharad B. Jiwanlal        117,531.8           0  117,531.8

Outstanding time vested options were not affected by the
amendments.

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

                           *     *     *

As reported by the Troubled Company Reporter on Nov. 20, 2009,
Moody's affirmed Hawker Beechcraft Acquisition Company LLC's Caa2
Corporate Family and Probability of Default ratings but lowered
the rating on the company's senior secured bank obligations to
Caa1 from B3 following announcement of plans to expand the size of
its secured term loan.  At the same time, ratings on Hawker
Beechcraft's senior unsecured cash-pay and PIK election notes
(Caa3) and subordinated notes (Ca) were affirmed.  The company's
Speculative Grade Liquidity rating was changed to SGL-4,
designating weak liquidity, but is expected to improve once final
amounts sourced from an incremental term loan are known.  The
outlook was revised to negative.

The actions follow several developments: an amendment to the
company's revolving credit facility reducing the size of the
commitment and revising financial covenants, a proposed increase
of $200 million to an existing $1,271 million term loan,
disclosure of some $0.7 billion of non-cash impairment and other
charges during the company's third quarter.

On Nov. 19, 2009, the TCR stated that Standard & Poor's assigned
its 'CCC+' issue-level rating to Hawker Beechcraft Acquisition Co.
LLC's proposed $200 million incremental term loan, the same as the
corporate credit rating on parent Hawker Beechcraft Inc., and a
'4' recovery rating, which indicates S&P's expectation of average
(30%-50%) recovery in a payment default scenario.  In addition,
S&P affirmed its 'CCC+' corporate credit rating on Wichita,
Kansas-based Hawker Beechcraft.  The company has about
$2.15 billion of debt.

S&P also lowered its issue-level rating on HBAC's existing senior
secured credit facilities to 'CCC+' from 'B-', the same as the
corporate credit rating on Hawker Beechcraft.  S&P lowered the
recovery rating on this debt to '4' from '2', indicating its
expectation of average (30%-50%) recovery in a payment default
scenario.  At the same time, S&P affirmed its 'CCC-' issue-level
rating on HBAC's senior unsecured and subordinated notes, two
notches below the corporate credit rating on Hawker Beechcraft.
The recovery rating on the senior unsecured and subordinated debt
remains at '6', indicating S&P's expectation of negligible (0%-
10%) recovery in a payment default scenario.

The outlook is negative.  S&P could lower the ratings if the
market for business jets deteriorates further, leading to reduced
earnings, cash generation, and liquidity, resulting in cash on
hand and revolver availability falling below $200 million.


IMAGING3 INC: December 31 Balance Sheet Upside-Down by $1.6-Mil.
----------------------------------------------------------------
Imaging3, Inc. filed on April 6, 2010, its annual report on
Form 10-K for the year ended December 31 2009.

The Company's balance sheet at December 31, 2009, showed
$1,192,530 in assets and $2,803,127 of debts, for a stockholders'
deficit of $1,610,597.

The Company reported a net loss of $1,912,064 on $1,364,892 of
revenue for 2009, compared with a net loss of $906,928 on
$1,755,754 of revenue for 2008.

M&k CPAS, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has sufferred recurring losses
from operations and maintains a working capital deficit.

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

               http://researcharchives.com/t/s?5fd8

Burbank, Calif.-based Imaging3, Inc. (OTC BB: IMGG)
-- http://www.imaging3.com/-- produces and sells medical
equipment, parts, and services to hospitals, surgery centers,
research labs, physician offices, and veterinarians in the United
States.  The Company has developed a proprietary medical
technology designed to produce 3D medical diagnostic images in
real time.


INTEGRITY BUILDERS: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Integrity Builders of the Lehigh Valley, LLC
                226 Sonny Drive
                Wind Gap, PA 18091

Case Number: 10-21030

Involuntary Chapter 11 Petition Date: April 8, 2010

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Reading)

Judge: Richard E. Fehling

Petitioner's Counsel: John R.K. Solt, Esq.
                      1425 Hamilton Street
                      Allentown, PA 18102
                      Tel: (610) 433-6771
                      E-mail: jrksolt@verizon.net

Debtor's Counsel: Pro Se.

Creditors that signed the Chapter 11 petition:

Petitioners               Nature of Claim      Claim Amount
-----------               ---------------      ------------
M & J Customs, LLC         Balance of           $211,405
226 Sonny Drive            Purchase Price
Windgap, PA 1809           for Real Estate


INT'L LEASE FINANCE: Sells 53 Planes to Macquarie for $1.9-Bil.
---------------------------------------------------------------
Macquarie Group Limited said its unit, Macquarie Bank Limited, has
entered into an agreement to acquire an aircraft operating lease
portfolio from International Lease Finance Corporation, a
subsidiary of American International Group, Inc.

Of the 53 aircraft that MBL has agreed to acquire from ILFC, MBL
will acquire 47 aircraft for $1.671 billion (net of current cash
deposits and subject to adjustments).  The purchase will be funded
from existing cash reserves.  In connection with the transaction,
MBL will transfer to Macquarie AirFinance Limited, a global
aircraft leasing company of which Macquarie owns 37.5%, MBL's
right to purchase six of the 53 aircraft directly from ILFC on
similar terms to MBL.

The purchase price gross of current cash deposits (subject to
adjustments) for the 53 aircraft under the agreement is $1.987
billion.

Completion of the transaction is expected to occur over the
remainder of calendar 2010, subject to customary closing
conditions. The impact on Macquarie's regulatory capital surplus
as a result of the transaction is not expected to be material.

The portfolio of 47 aircraft comprises young, modern aircraft on
lease to 35 airlines in 27 countries.  The weighted average age of
the fleet is less than 4 years and the average remaining lease
term is more than 5 years. Boeing 737 Next Generation and Airbus
A320 Family aircraft make up more than 70% of the portfolio. The
remainder of the portfolio are in-production widebody aircraft,
well suited to the operating lease market. Macquarie considers the
credit quality of the lessees to be above average for an aircraft
operating lease portfolio.

The acquisition builds on Macquarie's existing leasing business in
the aircraft sector and Macquarie's substantial experience in the
leasing of assets through its Corporate and Asset Finance division
which has loans and leases under management of A$13.8 billion, as
at December 31, 2009, across a range of industry sectors.

Macquarie Group Chief Financial Officer, Greg Ward, said: "This
transaction leverages Macquarie's existing expertise in asset
leasing, demonstrates the strength of our aircraft management
capabilities and diversifies the client base of our aircraft
fleet."

Macquarie's existing aircraft leasing business include:

     * Macquarie Asset Leasing Trust, a wholly owned aircraft
       leasing vehicle established in 2005 which owns nine
       aircraft on lease to a major Australian airline; and

     * MAF, a global aircraft leasing company which in 2006
       purchased GATX Air, the aircraft leasing business of the
       GATX Corporation, and which prior to this transaction owns
       or manages 124 jet aircraft leased to 57 operators in 30
       countries, across 6 continents.


According to Dow Jones Newswires' Rebecca Thurlow and Joan E.
Solsman, Alan Lund, ILFC's new CEO, said Wednesday that ILFC's
ability to garner large aircraft sales along with its success in
tapping financial markets "strongly demonstrates ILFC's ability to
generate liquidity and delever its balance sheet."

Dow Jones says Macquarie's purchase of the portfolio for below its
$2.32 billion book value follows the investment bank's purchase of
a A$1 billion ($927.4 million) portfolio of auto leases and loans
from the Australian arm of auto giant Ford Motor Co. in October.

According to Dow Jones, the sale will increase the average age of
ILFC's remaining fleet to 7.6 years from 7.4.

Dow Jones notes that ILFC recently lost its interim chief
executive, less than two months after he assumed the post, because
of federal compensation limits.  AIG Chief Executive Robert
Benmosche has said the unit's ability to sell $750 million in
bonds last month reflects investor confidence in the group.

The deal is expected to be completed by the end of 2010.

                       About Macquarie Group

Macquarie Group is a global provider of banking, financial,
advisory, investment and funds management services.  Macquarie's
main business focus is making returns by providing a diversified
range of services to clients.  Macquarie acts on behalf of
institutional, corporate and retail clients and counterparties
around the world.  Macquarie Group Limited is listed in Australia
(ASX:MQG; ADR:MQBKY) and is regulated by APRA, the Australian
banking regulator, as the owner of Macquarie Bank Limited, an
authorized deposit taker.  Founded in 1969, Macquarie employs
approximately 14,400 people in more than 70 office locations in 28
countries. Including the recent acquisition of Delaware
Investments, Macquarie had assets under management of A$342
billion at December 31, 2009.

                            About ILFC

International Lease Finance Corporation, headquartered in Los
Angeles, California, 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.


IXI MOBILE: Delays Filing of 2009 Annual Report on Form 10-K
------------------------------------------------------------
IXI Mobile, Inc., failed to file its annual report on Form 10-K
for the year ended December 31, 2009, by the April 1 deadline.
The Company said the financial and other information for the
filing of a complete and accurate Annual Report on Form 10-K could
not be provided within the prescribed time period.

Ilan Kaufman, the Company's Chief Financial Officer, said as a
result of the initiation of several strategic measures intended to
refocus the Company's activities and to reduce operating costs,
the Company has not finalized its financial statements for the
third quarter ended September 30, 2008, for the year ended
December 31, 2008, for the quarters ended March 31, 2009, June 30,
2009 and September 30, 2009, and for the year ended December 31,
2009.  The Company's auditors have not finalized their review or
audit of these financial statements and the Company is not
currently in a position to estimate the results for the interim
periods or the year end periods for which these reports have not
been filed.

The Company believes that it shall need to raise additional
capital in the near future to continue as a going concern, and
there can be no assurance that it will be successful in doing so
or that, even if the Company is able to raise additional capital,
such capital will be sufficient to allow the Company to continue
as a going concern.

                         About IXI Mobile

Headquartered in Belmont, California, IXI Mobile Inc. (OTC BB:
IXMO.0B) -- http://www.ixi.com/-- provides devices and hosted
services to mobile operators, mobile virtual network operators,
and Internet service providers in a number of international
markets.  Research and development activities are conducted
primarily in its facilities in Israel and Romania.

                           *     *     *

As reported by the Troubled Company Reporter on August 28, 2008,
IXI Mobile's consolidated balance sheet at June 30, 2008, showed
$29,504,000 in total assets and $40,856,000 in total liabilities,
resulting in a $11,352,000 stockholders' deficit.  The company
reported a net loss of $11,387,000 on total revenues of $2,221,000
for the second quarter ended June 30, 2008, compared with a net
loss of $21,508,000 on total revenues of $3,171,000 in the same
period ended June 30, 2007.


JETCO RETAIL: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Jetco Retail Group, L.P.
                8516 Anderson Mill, Suite 106
                Austin, TX 78729

Case Number: 10-10945

Involuntary Chapter 11 Petition Date: April 6, 2010

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Petitioners' Counsel: Mark Curtis Taylor, Esq.
                      Hohmann, Taube & Summers, LLP
                      100 Congress Ave, Suite 1800
                      Austin, TX 78701
                      Tel: (512) 472-5997
                      Fax: (512) 472-5248
                      E-mail: markt@hts-law.com

Debtor's Counsel: Pro Se.

Creditors that signed the Chapter 11 petition:

Petitioners               Nature of Claim      Claim Amount
-----------               ---------------      ------------
Martha Atelia Clarkson     Loan                 $114,239
4015 Sierra Drive
Austin, TX 78731

Gavin Stuart Clarkson      Loan                 $500
100 Law Center
Houston, TX 77204

Derek Wendell Clarkson     Loan                 $4,550
9801 Stonelake Blvs.,
Apt. 925
Austin, TX 78759
                                                --------
                           Total                $119,289


JERRY SWON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jerry E Swon
        5 Kerby Lane
        Mendham, NJ 07945

Bankruptcy Case No.: 10-20590

Chapter 11 Petition Date: April 8, 2010

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Honorable Donald H. Steckroth

Debtor's Counsel: David L. Stevens, Esq.
                  Scura, Mealey, Wigfield & Heyer LLP
                  1599 Hamburg Turnpike
                  Wayne, NJ 07470
                  Tel: (973) 696-8391
                  E-mail: dstevens@scuramealey.com

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

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

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

     http://bankrupt.com/misc/njb10-20590.pdf


JOSE JORGE: Court Dismisses Chapter 11 Reorganization Case
----------------------------------------------------------
The Hon. W. Richard Lee of the U.S. Bankruptcy Court for the
Eastern District of California dismissed the Chapter 11 case of
Jose Jorge and Fatima Jorge.

Gustine, California-based Jose Jorge -- dba Jose M. Jorge Dairy,
dba Jorge Family Dairy -- operate two dairies as sole proprietor,
one in California and one in Idaho.  Jose Jorge filed for Chapter
11 bankruptcy protection on December 10, 2009 (Bankr. E.D. Calif.
Case No. 09-62001).  Hilton A. Ryder, Esq., who has an office in
Fresno, California, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


JRG DAKOTA: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: JRG Dakota, LLC
                8516 Anderson Mill, Suite 106
                Austin, TX 78729

Case Number: 10-10948

Involuntary Chapter 11 Petition Date: April 6, 2010

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Petitioners' Counsel: Mark Curtis Taylor, Esq.
                      Hohmann, Taube & Summers, LLP
                      100 Congress Ave, Suite 1800
                      Austin, TX 78701
                      Tel: (512) 472-5997
                      Fax: (512) 472-5248
                      E-mail: markt@hts-law.com

Debtor's Counsel: Pro Se.

Creditors that signed the Chapter 11 petition:

Petitioners               Nature of Claim      Claim Amount
-----------               ---------------      ------------
Martha Atelia Clarkson     Loan                 $21,683
4015 Sierra Drive
Austin, TX 78731

Gavin Stuart Clarkson      Loan                 $7,217
100 Law Center
Houston, TX 77204

Derek Wendell Clarkson     Loan                 $4,344
9801 Stonelake Blvs.,
Apt. 925
Austin, TX 78759
                                                --------
                           Total                $33,245


KLCG PROPERTY: Court Okays Stuart Maue as Fee Examiner
------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware approved the appointment of Stuart Maue as
fee examiner in the Chapter 11 cases of KLCG Property LLC and
Gurnee Property LLC.

Mr. Maue will act as a special consultant to the Court for
professional fee and expense analysis and review.  Mr. Maue will
also review and analyze in detail the monthly fee applications,
quarterly fee application requests and final fee applications
submitted by each case professional.

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

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


KONSTANTINO KOURIS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Konstantino Kouris
        7481 Crystal Cave Drive
        Las Vegas, NV 89117

Bankruptcy Case No.: 10-16105

Chapter 11 Petition Date: April 8, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Jeffrey A. Cogan, Esq.
                  Jeffrey A. Cogan, Esq., Ltd.
                  3990 Vegas Drive
                  Las Vegas, Nv 89108
                  Tel: (702) 474-4220
                  Fax: (702) 474-4228
                  E-mail: jeffrey@jeffreycogan.com

Estimated Assets: $0 to $50,000

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

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

     http://bankrupt.com/misc/nvb10-16105.pdf


LAKE AT LAS VEGAS: Hires McKool Smith to File Fraud Lawsuits
------------------------------------------------------------
Las Vegas Sun's Steve Green reports that Lake Las Vegas
development is seeking court permission to hire Dallas law firm
McKool Smith to file fraud lawsuits against former investors in
Lake Las Vegas, including four Texas billionaires.

The report says Gary Cruciani, Esq., a principal at McKool Smith,
said he and colleague Lewis LeClair, Esq., would be leading the
case for Lake Las Vegas.

Mr. Green says Lake Las Vegas plans to go after former insiders it
claims wrongly drained the property of $470 million in equity
through a 2004 financing deal that it says later contributed to
the bankruptcy.  Las Vegas Sun reports that the targets to be
sued, according to the Lake Las Vegas bankruptcy reorganization
plan, include:

     -- Texas billionaire brothers Lee M. Bass, Robert Bass and
        Sid R. Bass;

     -- Richard Rainwater, who formerly managed Bass family
        investments before becoming a billionaire in his own
        right;

     -- Carmel Land & Cattle Co., a company Lake Las Vegas says is
        controlled by attorney William Hallman Jr., whose Kelly
        Hart & Hallman law firm in Fort Worth has long represented
        the Bass family;

     -- Developer Ron Boeddeker and his company Transcontinental
        Corp. of Santa Barbara, Calif.

Las Vegas Sun reports that the reorganization plan also calls for:

     -- Conversion of liens held by Credit Suisse and other
        lenders totaling about $627 million into equity in the
        development and 80% of any money won in litigation against
        the former insiders.

     -- A provision for $29 million in financing to cover the
        development's operating costs and continued community
        development work in advance of future home building.

     -- Cash payments of $1 million to general unsecured creditors
        owed $22 million, giving them about 4-1/2 cents per dollar
        owed.

     -- Funding of $8 million in infrastructure work and vendor
        claims for a local improvement district called T-16.

     -- Cash payments, over three years, to holders of allowed
        construction lien claims; or the exchange of the liens for
        property secured by the liens.  A mediation procedure will
        be established to resolve about $26.4 million in
        mechanics' lien claims.

     -- Additional payments to general unsecured creditors, local
        improvement district vendors and landowners in Phase II of
        the development from a 20% share of any money won in
        litigation against the former insiders.  The Phase II
        landowners have asserted claims of about $200 million
        against Lake Las Vegas, charging the development's failure
        to develop infrastructure has prevented them from
        developing their properties.

     -- Deferral of development in Phase III of the development so
        Lake Las Vegas can focus on additional development of
        Phase II.

Las Vegas Sun says the court will hold a June 21 hearing to
consider approval of the reorganization plan.

Las Vegas Sun notes that the Debtor is encumbered by $753 million
in debt and faces another $228 million in bankruptcy court claims.
The Debtor, the report says, estimates its raw land holdings and
other assets at Lake Las Vegas are now worth just $83.9 million.

                      About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC, filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan J. Works,
Esq., at McDonald Carano Wilson LLP, represent the Official
Committee of Unsecured Creditors as counsel.


LAKE TAHOE: Taps Wilke Fleury to Handle Reorganization Case
-----------------------------------------------------------
The Hon. Thomas C. Holman of the U.S. Bankruptcy Court for the
Eastern District of California authorized Lake Tahoe Development
Co., LLC, to employ Wilke, Fleury, Hoffelt, Gould & Birney, LLP as
bankruptcy counsel.

Wilke Fleury will represent the Debtor in the Chapter 11
proceedings.

The Debtor is authorized to provide a postpetition retainer to
Wilke Fleury from the capital distribution by the Debtor's
principals.

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

The firm can be reached at:

     Wilke, Fleury, Hoffelt, Gould & Birney, LLP
     Daniel L. Egan
     Megan A. Lewis
     Jason G. Cinq-Mars
     400 Capitol Mall
     Twenty-Second Floor
     Sacramento, CA 95814
     Tel: (916) 441-2430
     Fax: (916) 442-6664

                   About Lake Tahoe Development

Based in Zepher Cove, Nevada, Lake Tahoe Development Co., LLC, is
a real estate development company with substantial expertise in
the real estate land entitlement and permitting areas in the
unique geographic location of South Lake.  Its principal, Randy
Lane, who is the sole owner of Mountain Ventures, LLC, which is
the managing member of the Debtor, has resided and developed real
estate in South Lake Tahoe since 1976.

The Company owns an interest in two separate real estate
development projects.  The first project owned exclusively by the
Debtor is a large, mixed use, condominium, 19 hotel and retail
space development comprised of 29 separate real estate parcels
with multiple lien holders holding liens against various parcels
located at the California/Nevada state line on Highway 50, South
Lake Tahoe, California.  The second is property owned by the
Debtor located at 1259 Emerald Bay Road, South Lake Tahoe, CA (the
"Gateway Project"), which is separate and apart from the Project,
24 and is being developed by Danny Freeman pursuant to a
development agreement.

The Company filed for Chapter 11 protection on Oct. 5, 2009
(Bankr. E.D. Calif. Case no. 09-41579).  In its petition, the
Debtor listed assets between $100 million and $500 million, and
debts between $50 million and $100 million.


LANDMARK VALLEY: Property Sale Hearing Continued Until May 12
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
continued until May 12, 2010, at 9:00 a.m., the hearing on
Landmark Valley Homes, Inc.'s motion to sell property located in
Lot 61, Phase I, Woodland Ridge, free and clear of liens.  The
hearing will be held at the Brownsville Division, 600 East
Harrison, 3rd Floor, Brownsville, Texas.

The hearing was scheduled for April 7, 2010.

Wachovia Bank, N.A., successor-by-merger to Wachovia Bank,
National Association, consented to the sale.

The Court will also consider, at the meeting, the Debtor's access
to the cash collateral.

The Debtor is represented by:

     Kurt Stephen
     100 South Bicentennial
     McAllen, TX 78501
     Tel: (956) 631-3381
     Fax: (956) 687-5542
     E-mail: kurtstep@swbell.net

                 About Landmark Valley Homes, Inc.

McAllen, Texas-based Landmark Valley Homes, Inc., owns and
operates residential construction/real estate development
business.  The Company filed for Chapter 11 bankruptcy protection
on January 4, 2010 (Bankr. S.D. Tex. Case No. 10-70013).  John
Kurt Stephen, Esq., at Cardena Whitis and Stephen, assists the
Company in its restructuring effort.  The Company has assets of
$34,119,790, and total debts of $19,484,476.


LIONS GATE: Asks Shareholders to Discard Proxy Cards from Icahn
---------------------------------------------------------------
Lionsgate is mailing a letter to the Company's shareholders in
connection with the Company's Special Meeting of Shareholders,
scheduled for May 4, 2010.

The Company has also filed an investor presentation with the
Securities and Exchange Commission, which is available in the
"Investors" section of the Company's website at
investors.lionsgate.com or at the SEC's website at www.sec.gov.

At the Special Meeting, shareholders will be asked to approve the
Shareholder Rights Plan previously adopted by the Board of
Directors of Lionsgate on March 12, 2010.  The record date for
voting at the meeting is March 23, 2010.

Lionsgate's Board of Directors recommends that shareholders vote
FOR Lionsgate's Shareholder Rights Plan on the WHITE proxy card.
The Company also urges shareholders to discard any gold proxy card
that they receive from the Icahn Group.  In addition, the Board
strongly recommends that shareholders do NOT tender their shares
to the Icahn Group's offer.

The full text of the letter is:

April 12, 2010

Dear Fellow Lionsgate Shareholder:

"Lionsgate's May 4, 2010 Special Meeting of Shareholders is fast
approaching and we are seeking your support to confirm the
Shareholder Rights Plan, which we believe is critical to
protecting the value of your investment in the Company.  As you
know, Carl Icahn and certain of his affiliated entities (the
"Icahn Group") would prefer that you reject the Shareholder Rights
Plan in their effort to advance an inadequate, opportunistic and
coercive tender offer.  Your Board of Directors has thoroughly
considered and rejected the Icahn Group's offer to purchase up to
all of the common shares of Lionsgate for U.S.$6.00 per share as
not in the best interests of Lionsgate and its shareholders.

Your vote is extremely important.  Your Board urges you to vote
FOR Lionsgate's Shareholder Rights Plan on the WHITE proxy card.
The Board also urges shareholders to discard any gold proxy card
that they receive from the Icahn Group.  In addition, your Board
strongly recommends that you do NOT tender your shares to the
Icahn Group's offer.

                Vote for The Shareholder Rights Plan

Lionsgate's Shareholder Rights Plan was implemented to ensure that
all of the Company's shareholders are treated equally and fairly
in connection with any proposals to acquire effective control of
the Company. By design, the Shareholder Rights Plan deters
inadequate, opportunistic and coercive offers, such as the offer
by the Icahn Group.

The Shareholder Rights Plan is also designed to ensure that the
rights of every shareholder are maintained.  Unlike most U.S.
shareholder rights plans, Lionsgate's Shareholder Rights Plan
affords significant decision-making authority to shareholders -
its continuation is entirely dependent on shareholder approval at
the Special Meeting.  Furthermore, the Shareholder Rights Plan
that the Board is recommending for approval by shareholders does
not prevent or restrict a proxy challenge.

It is particularly important to note that the Shareholder Rights
Plan your Board is recommending does not prevent change of control
transactions.  The Shareholder Rights Plan we are recommending
that you support freely permits potential acquirors to pursue
transactions that treat shareholders equally and fairly.  For
instance, it is possible for a bid to proceed absent the support
of the Board if it is structured to allow shareholders a fair
opportunity to evaluate the offer without any coercion resulting
from how the bid is structured.

There is a simple roadmap that the Icahn Group can follow to make
a fair and qualified offer that would not trigger the Shareholder
Rights Plan.  To date, the Icahn Group refuses to do so. In
particular, the roadmap permits offers that:

Commit to complete the offer only if more than 50% of the
outstanding shares held by shareholders that are independent of
the offeror have been tendered to the bid and have not been
withdrawn.  This ensures that independent shareholders have the
opportunity to approve the offer; and

Provide shareholders with assurance that the offeror will publicly
announce if the 50% tender condition is satisfied and give
shareholders an additional 10 business days following such
announcement to tender into the offer.  This permits shareholders
who do not wish to be invested in an Icahn-controlled company to
exit their investment at the same price only after knowing whether
the Icahn Group is successful with its offer.

Glass Lewis, a Leading Proxy Advisory Firm, Believes Shareholder
Rights Plan Is in Best Interest of Shareholders

           Recommends Shareholders Vote FOR the Plan

In its report released on April 8, 2010, proxy advisory firm,
Glass Lewis & Co., said of Lionsgate's Shareholder Rights Plan,
"The permitted bid provisions adequately ensure that shareholders
are able to consider a reasonable offer for the Company.  Further,
we note that the Rights Plan will expire in three years.  In light
of these shareholder-friendly provisions, we believe that the
Rights Plan may serve to protect shareholders in the event that a
takeover bid does not reflect the full value of the Company's
shares or is coercive.  Consequently, we believe that shareholder
ratification of the Company's Rights Plan is in shareholders' best
interests."

The Board believes that the continued operation of the Shareholder
Rights Plan is in the best interests of the Company, its
shareholders and other stakeholders and recommends that you vote
FOR the Shareholder Rights Plan on the WHITE Proxy Card.

     Icahn Group to Violate Lionsgate's Credit Facilities

If the Icahn Group is even partially successful in its tender
offer and its ownership crosses the 20% threshold, Lionsgate could
be required to repay all amounts then outstanding under its credit
facilities and could lose its primary source of liquidity to fund
operations.  If Lionsgate is unable to repay all amounts then
outstanding, or cannot otherwise remedy the default under the
credit facilities, an event of default could also be triggered
under its notes.  There can be no assurance that Lionsgate will be
able to obtain financing on appropriate terms, if at all, which
could have a material adverse effect on its business, results of
operations and financial condition.

The Icahn Group's March 19, 2010 press release states that Mr.
Icahn would be willing to provide a bridge facility to Lionsgate
should an event of default occur.  Lionsgate cannot make any
assurances on the cost, timing, restrictions that could be put on
its business, or the likelihood that an agreement could even be
reached with respect to a potential bridge facility from Mr. Icahn
or anyone else.

                   Icahn Group's Offer is Inadequate

On March 19, 2010, the Icahn Group announced a revision to its
unsolicited offer to acquire up to all of the common shares of
Lionsgate for US$6.00 per share -- the same price the Icahn Group
offered in its original unsolicited partial offer which it
commenced on March 1, 2010.  Your Board, in consultation with its
outside financial advisors -- Perella Weinberg Partners and Morgan
Stanley & Co. Incorporated -- and legal advisors -- Goodmans LLP,
Wachtell, Lipton, Rosen & Katz and Heenan Blaikie LLP - reviewed
the offer and the amended offer carefully and determined that it
is financially inadequate, opportunistic and coercive and is not
in the best interests of Lionsgate, its shareholders and other
stakeholders.

In recommending that Lionsgate shareholders reject the Icahn
Group's inadequate offer and not tender their shares, the Board
considered, among other things, that:

The Icahn Group could trigger an event of default that could be
detrimental to the Company.

The offer undervalues Lionsgate shares and does not reflect
Lionsgate's fundamental and strategic value.  In connection with
its review of the Icahn Group's original offer made on March 1,
2010, the Special Committee of the Board received a written
opinion dated March 10, 2010, from Perella Weinberg, the financial
advisor to the Special Committee, to the effect that as of such
date and based upon and subject to the matters stated in its
opinion, the consideration to be paid in the original offer is
inadequate, from a financial point of view, to the shareholders
(other than the Icahn Group and its affiliates).

The offer price of U.S.$6.00 per share represents a premium of
only 14.7% to the closing stock price prior to when the Icahn
Group announced its intentions to launch a tender offer.  The
Board believes that a premium of only 14.7% is insufficient for
the acquisition of control of Lionsgate.

The offer is opportunistic.  Mr. Icahn has timed his offer to
coincide with the challenging macro-economic operating environment
currently impacting the media industry.  In addition, film and
television library values are currently being pressured by the
numerous studio assets presently on the market.  Finally, Mr.
Icahn's offer does not reflect the significant value that recent
Lionsgate investments, such as TV Guide Network and EPIX, are
expected to create for Lionsgate's shareholders.

The offer is structurally coercive and highly conditional.  The
Icahn Group reserves the right to waive the minimum tender
condition, allowing it to acquire as many shares as are tendered.
In addition, there are numerous conditions to the Icahn Group's
offer (many of which may be waived) that create significant
uncertainty for Lionsgate's shareholders.  Furthermore, it could
control Lionsgate after the tender offer expires on April 30,
2010, and leave shareholders with no visibility into the role the
Icahn Group would play or the impact of that role on the value of
any shares they elect not to tender.

The Icahn Group has not articulated a plan for the Company.  Mr.
Icahn has not articulated any clear and coherent vision other than
that Lionsgate should not be producing movies or TV programming
and has implied that the Company should limit itself to
distribution only.(2) The facts are:

Lionsgate has achieved profitability on approximately 70% of its
film releases over the past ten years;

Lionsgate's television business has grown from annual revenues of
$8 million in 1999 to approximately $350 million this year; and

If Lionsgate did not produce movies or television programming, the
Company would have no newly produced proprietary content to put
through its distribution system, leaving Lionsgate primarily
reliant on third parties and vulnerable to the vagaries of the
acquisition market.

              Lionsgate Has a Compelling Growth Strategy

The Lionsgate Board and management team are committed to
increasing the value of the Company for the benefit of all of our
shareholders.  Over the past ten years, our Board and management
team have developed and executed a disciplined three-phase plan to
create and build a diversified media business.

Phase I began by accumulating valuable film and television
libraries and expanding our motion picture business through the
creation and distribution of film content.

In Phase II, we turned to building a successful and fast growing
TV production and distribution business.  Today, Lionsgate is a
leading supplier of cable programming with eight shows in
production on seven different networks and ten syndicated series
in distribution.  Our efforts have yielded numerous critically
acclaimed and successful shows including Mad Men, Weeds, Nurse
Jackie, and Blue Mountain State, all of which have been picked up
for subsequent seasons on leading networks.

Phase III of our plan is to continue expanding into domestic and
international cable assets and new media platforms including TV
Guide Network, EPIX, FEARnet, Break Media, and Tiger Gate.  As
part of this plan, on April 5, 2010, Lionsgate announced it has
formed an equal partnership with Saban Capital Group, a leading
private investment firm specializing in the media, entertainment
and communications industries, to operate and manage Tiger Gate.

By pursuing this three-phase plan, over the past ten years we have
generated shareholder returns above those of industry peers and
the broader market.  Since the beginning of 2000, when the current
management team joined the Company, Lionsgate stock has
appreciated by 163%.  In comparison, over the same timeframe, the
S&P 500 declined 19% and the S&P 500 Media Index declined 48%.(3)
In addition, we have achieved and sustained substantial revenue
growth.  We expect that by expanding and diversifying our content
offering, Lionsgate should continue to outperform its peers and
the broader market.

We have grown revenue substantially and consistently across all
segments over the last 10 years.  Revenues grew from $184 million
in fiscal year 2000 to an estimated $1.5 billion in fiscal year
2010, which just ended on March 31, 2010.

      Lionsgate is Well Positioned to Continue to Outperform

Lionsgate is well-positioned to take advantage of recent media
industry dynamics through our world-class media platform which
leverages creation, production and distribution across diverse
channels.  This platform affords us sustainable competitive
advantages and positions us to capitalize on emerging
opportunities.  Today's environment of fewer films and
distributors provides us an opportunity to grow our market share.
On-demand(4) transactions, accelerated release windows and the
increasing popularity of the Blu-ray format continue to generate
significant high-margin revenue and growth for us.  Finally, we
have an opportunity to build on our strong platform by rolling up
complementary assets at attractive valuations.

Lionsgate expects to generate an average of $100 million to
$125 million of annual free cash flows in fiscal years 2013
through 2015, before factoring in significant value and earnings
potential from TV Guide Network, TVGuide.com, EPIX, FEARnet, Break
Media and Tiger Gate.(5)

Lionsgate is well positioned to capture the value in these and
additional opportunities and management is focused on its strategy
to deliver additional value to Lionsgate shareholders.

Icahn Group is Seeking Total Control

The Icahn Group's offer price of U.S.$6.00 per share represents a
premium of only 14.7% to the closing stock price prior to when the
Icahn Group announced its intentions to launch a tender offer for
the Company. Conversely, the average price target (without a
control premium) of Wall Street analysts for the shares of
Lionsgate as of April 9, 2010 is $8.70 - 45% higher than the offer
price. The Lionsgate Board believes that a premium of only 14.7%
is clearly insufficient for the acquisition of control of
Lionsgate.

        Icahn Clearly Does Not Understand Media Companies

The Icahn Group lacks media industry expertise yet seeks to
interfere in Lionsgate's strategy and management and derail the
Company's growth strategy to build value for all Lionsgate
shareholders.

For example, during Mr. Icahn's tenure on the Blockbuster board,
Blockbuster experienced substantial losses that have threatened
its solvency.

Mr. Icahn's involvement on the board of directors of Blockbuster
underscores our serious questions about his knowledge and
understanding of the media business.  The numbers speak for
themselves.  During Mr. Icahn's tenure on the Blockbuster board:

Blockbuster reported greater than $1.4 billion in losses; and

Blockbuster's share price declined by 96%, plummeting from $10.05
per share to $0.40 per share.

In addition, Mr. Icahn recently stepped down from Blockbuster's
board and sold a substantial portion of his stake at a fraction of
his original investment after the company's market capitalization
declined by nearly $2 billion.

The Company believes that it would be a grave mistake to allow Mr.
Icahn, who lacks relevant media industry expertise, to take
control of your Company.  In addition, your Board is concerned at
the prospect that the Icahn Group may "replace top management" as
stated in the Icahn Group's March 19, 2010 press release.  As you
know, your management team has significant experience and
expertise in the media industry.  The Lionsgate team is uniquely
positioned within the industry as a result of the strategic plans
our management team has implemented and we look forward to
capitalizing on the world class platform we have established --
don't transfer the value inherent in your Lionsgate investment to
the Icahn Group.

              Protect the Value of Your Investment

Lionsgate is a strong and diversified company with a proven
strategy to generate value for our shareholders.  We are confident
we can better serve our shareholders by continuing to execute our
strategic plan.

The Board recommends that you vote FOR the Shareholder Rights Plan
on the WHITE Proxy Card.  We urge you to discard any gold proxy
card you receive from the Icahn Group.

Your Board also strongly recommends rejecting the Icahn Group's
inadequate offer by not tendering your shares.

We have appreciated and look forward to your continued support.

Sincerely,



    /s/ Jon Feltheimer                        /s/ Michael Burns

    Jon Feltheimer                            Michael Burns
    Co--Chairman and Chief Executive Officer   Vice Chairman

                       About Lions Gate

British Columbia-domiciled and Santa Monica, California-
headquartered Lions Gate is a leading, diversified independent
producer and distributor of motion pictures, home entertainment,
television programming and animation worldwide and holds a
majority interest in the pioneering CinemaNow VOD business. The
Lions Gate brand name is synonymous with original, cutting edge,
quality entertainment in markets around the world.

As reported by the Troubled Company Reporter on March 10, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
Lions Gate to negative from stable.  At the same time, S&P
affirmed ratings on Lions Gate, including the 'B-' corporate
credit rating.

Lions Gate carries Moody's "B2" corporate family rating and
probability of default rating.


LIQUIDATION OUTLET: Asks for Court OK to Obtain DIP Financing
-------------------------------------------------------------
Liquidation Outlet, Inc., seeks authority from the U.S. Bankruptcy
Court for the Western District of Washington to obtain
postpetition secured financing from LOI Capital, LLC.

The DIP Lender has committed to provide up to $2 million.

Brian L. Budsberg, Esq., at Brian L. Budsberg, PLLC, the attorney
for the Debtor, explains that the Debtor needs the money to fund
its Chapter 11 case, pay suppliers and other parties.

The DIP facility will mature this month.  The DIP facility will
incur interest at 15% per annum.

The Debtor will grant Lender security interests in all of Debtor's
presently owned and after-acquired property and Pre-Petition
Collateral to secure any and all of the all the obligations of
Debtor pursuant to the terms of the DIP Credit Agreement.  The
Debtor will grant the Lender priority in payment with respect to
the DIP Obligations over any and all administrative expenses.

A copy of the DIP Credit Agreement is available for free at:

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

ABC-Pacific Corporation has filed an objection to the Debtor's
request to obtain DIP financing, unless ABC's post-petition
monthly rent is included in the budget and timely paid.

ABC is the landlord and the Debtor is the tenant with respect to a
lease of nonresidential real property in the Northpark Shopping
Center in Seattle, Washington (the Northpark Lease).  The Debtor
has failed to pay rent under the Northpark Lease since November
2009.  The Northpark Lease has expired by its term, but the Debtor
continues to occupy the premises on a month-to-month basis.  In
February 2010, ABC provided written notice to the Debtor of ABC's
intent to terminate the Northpark Lease effective March 31, 2010.
The Debtor has not vacated the premises.

ABC cannot determine whether the Debtor intends to pay its post-
petition rent for the Northpark Lease.  "There was no budget
attached to the proposed interim financing order that demonstrates
the expenses the Debtor intends to pay," ABC says.

Given the Debtor's failure to live up to its agreement regarding
April rent in connection with the cash collateral hearing, ABC
requests that there be a specific provision in the financing order
or attached budget that requires timely payment of ABC's monthly
base minimum rent of $19,111.32.

PK II Sunset Square LLC, Inland Western Lakewood LLC, Capital
Associates, and Sylvan Associates have also objected to the
Debtor's request to obtain DIP financing.

ABC is represented by Timothy W. Dore at Ryan, Swanson &
Cleveland, PLLC.

PK II is represented by Michael E. Gossler at Montgomery Purdue
Blankinship & Austin PLLC.

                     About Liquidation Outlet

Lakewood, Washington-based Liquidation Outlet, Inc., filed for
Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. W.D.
Wash. Case No. 10-42279).  Benjamin J. Riley, Esq., at Brian L
Budsberg PLLC, assists the Company in its restructuring effort.
According to the schedules, the Company has assets of $16,053,250,
and total debts of $7,434,413.


LYONDELL CHEMICAL: Georgia-Pacific May Delay Plan Confirmation
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Georgia-Pacific LLC
raised an objection that might cause a delay in the confirmation
hearing for approval of Lyondell Chemical Co.'s bankruptcy exit
plan.

According to the report, Georgia-Pacific contends in its April 9
bankruptcy court filing that it's not being given the requisite 30
days' notice of settlement of $5.5 billion in environmental claims
against Lyondell.  Pulp and paper producer Georgia-Pacific
contends that federal environmental law requires 30 days' notice
of a hearing to compromise a governmental environmental claim.
Lyondell is giving only 15 days' notice so the previously
scheduled plan confirmation hearing can go ahead April 23.

Georgia-Pacific, according to Bloomberg, says that neither the
court nor the government has the ability to shorten the notice
period designed to give other affected parties an opportunity to
comment on the proposed settlement.  Under the proposed
settlement, Lyondell will transfer specified environmentally
impaired properties it owns to a trust along with cash to perform
a cleanup.  The U.S. government and seven states will have
approved unsecured claims aggregating $1.18 billion.  In addition,
Lyondell will contribute $108.4 million cash to the trust and pay
another $61.6 million to settle other claims.

                     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)


MACDERMID INCORPORATED: Moody's Affirms 'B3' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service moved the outlook on MacDermid
Incorporated's ratings to stable from negative and affirmed the
company's B3 Corporate Family Rating, the B2 ratings on the
revolving credit facility and term loans, and the Caa2 rating on
the subordinated notes.  The change in outlook reflects the
improvement in MacDermid's financial performance, continued good
liquidity and Moody's expectations that sales volumes in its key
end markets will remain stable or improve.

MacDermid's stable outlook reflects improved operating performance
as sales volumes increased sequentially for the last three
quarters of 2009, expanded margins after restructuring actions,
and modest favorable raw material pricing.  Sales in both the
Advanced Surface Finishing and Printing Solutions segments in the
Americas and Europe are recovering, but remain below levels
generated prior to the economic downturn.  For example, auto-
related sales, which once accounted for approximately 20% of the
firm's revenues are negatively impacted by lower US vehicle sales.
EBITDA generation has continues to exceed levels required for
MacDermid to service its debt obligations.  Further profit
improvements will depend on a recovery in sales for existing
markets and the company's ability to expand into related markets.

The company generated positive free cash flow and maintained good
liquidity in 2009.  This trend is expected to continue through
2010.  Liquidity is supported by expectations for positive free
cash flow in 2010, elevated cash balances ($85 million as of
December 31, 2009), and limited availability under its revolving
credit facility.  The expectations for good liquidity are based
solely on MacDermid's elevated cash balances.  Availability under
the revolver will likely continue to be limited to $10 million
during 2010 as MacDermid is likely not to meet the financial
covenants that apply when borrowings and letters of credit exceed
to $10 million.  The company benefits from a lack of debt
maturities until 2014 (the undrawn revolver matures in 2013), but
must make modest quarterly debt amortization payments and is
subject to an annual excess cash flow sweep.

The B3 CFR reflects MacDermid's significant debt and interest
expense burden as well as business levels that have not recovered
fully from the global economic downturn.  The ratings are
supported by MacDermid's strong market positions in certain niche
markets, margins reflective of more specialty-type products,
modest capital expenditure requirements, and limited exposure to
volatile raw materials costs.  The majority of MacDermid's raw
materials are not petrochemical-based therefore the company does
not experience the same cost pressures as other chemical firms.
The company benefits from geographic, operational, and product
diversity through their global footprint -- with significant
operations in the US, Europe, and Asia -- as well as a diverse
revenue stream.

These summarizes the ratings:

MacDermid, Incorporated

* Corporate Family Rating -- B3

* Probability of Default Rating -- B3

* $50mm Gtd sr sec revolving credit facility due 2013 -- B2 (LGD3,
  33%) from B2 (LGD3, 32%)

* $360mm Gtd sr sec term loan due 2014 -- B2 (LGD3, 33%) from B2
  (LGD3, 32%)

* Euro Gtd sr sec term loan due 2014 -- B2 (LGD3, 33%) from B2
  (LGD3, 32%)

* $350mm Gtd sr subordinated notes due 2017 -- Caa2 (LGD5, 85%)

* Outlook: Stable

Moody's most recent announcement concerning the ratings for
MacDermid was on April 9, 2009.  At that time, Moody's lowered the
CFR to B3 from B2 and moved the outlook to negative.

MacDermid is a global manufacturer of a variety of chemicals and
technical services for a range of applications and markets
including; metal and plastic finishing, electronics, graphic arts,
and offshore drilling.  The company maintains its headquarters in
Denver, Colorado and operates facilities worldwide.  Revenues for
2009 were $594 million.


MAFCO WORLDWIDE: S&P Gives Negative Outlook; Affirms 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Camden, N.J.-based MAFCO Worldwide Corp. to negative
from stable.  S&P also affirmed the 'B+' corporate credit rating
on the company.

In addition, S&P raised its senior secured debt rating on the
company to 'BB' from 'BB-', and revised the recovery rating to
'1', indicating S&P's expectation for very high recovery (90% to
100%) in the event of a payment default, from '2'.

"The outlook revision reflects S&P's concern that covenant cushion
will be very tight in the first quarter of 2010 following weaker
operating performance in 2009 and a step-down in the company's
leverage covenant to 1.5x from 1.75x," said Standard & Poor's
credit analyst Mark Salierno.  The changes in the recovery and
issue-level ratings reflect the reduction in the amount of
outstanding term loan debt ($10.5 million in 2009 and
$54.8 million since 2005) and S&P's expectation of enhanced
recovery prospects for secured lender claims on the residual value
of the company's assets in the event of a payment default.
Approximately $55.2 million of funded debt remained outstanding as
of Dec. 31, 2009.

"The ratings on MAFCO Worldwide Corp. reflect the company's narrow
business focus on and exposure to the declining U.S. cigarette
industry, as well as customer and supplier concentration," added
Mr. Salierno.  In addition, Standard & Poor's has considered the
consolidated credit quality and leveraged financial profile of the
company's indirect parent, M&F Worldwide Corp., and expects MFW
management to continue to seek acquisitions at the parent level.
However, S&P believes there are adequate restrictions to limit the
potential for MAFCO to incur additional debt under its bank
agreement.  MAFCO does benefit from its leading market share and
large scale in its niche segment, in addition to its strong
(albeit declining) operating margin.

Despite MAFCO's leading position in the global licorice industry
as a manufacturer of licorice products and entrenched position as
a supplier to cigarette manufacturers (that use the company's
products as moistening agents and to enhance tobacco flavor),
MAFCO is exposed to declining cigarette volumes and other tobacco-
industry related risks.  MAFCO's dependence on the tobacco
industry as a primary revenue source is a rating concern because
cigarette consumption in the U.S. (MAFCO's largest market) has
been in a secular decline; volume declines over time are
principally due to significant retail price increases to cover
higher excise taxes, increased awareness of the health risks of
smoking, and increased restrictions on where people can smoke.
The negative outlook is based on S&P's concern regarding the
company's risk tolerance given its very tight covenant cushion.
S&P could lower the rating if covenant cushion remains below 5%
for more than two quarters, which could occur if cash flow
generation is weaker than expected, restricting the company's
ability to reduce debt levels.  S&P believes that MAFCO could
reduce leverage below the 1.5x level, assuming the company reduces
inventory levels as planned and applies cash flow to debt
reduction.  S&P estimates that this would occur under a scenario
in which revenue increases in low single digits on a percentage
basis and margins contract 200 basis points or less through the
end of 2010.  MAFCO's vulnerable business risk profile (stemming
in part from its demonstrated role as a funds source to its
parent), narrow business focus, and high overall dependence on the
declining and highly litigious tobacco industry limit the
possibility of S&P's raising the ratings.  However, in the event
that operating performance improves in 2010 and the company
increases covenant cushion through further debt reduction, S&P
would consider revising the outlook to stable.


MAGUIRE PROPERTIES: Ex-CEO Seeks to Buy Assets to Help Raise Cash
-----------------------------------------------------------------
Robert F. Maguire III, the founder and former CEO of Maguire
Properties, wrote letters on March 31, 2010 and April 5, 2010, to
Nelson C. Rising, the Company's current CEO, regarding his
preliminary proposals to purchase certain assets from the Company.

Mr. Maguire said in his March 31 letter he is "worried about the
company's ability to handle its maturing debt obligations so that
the company's tax obligations to me are not triggered; if that
happened it would create significant problems for the company.  I
am having the calculations updated but the gain which must be
protected is approximately $700 million and the actual fully
grossed up tax the company would owe is approximately
$300 million."

"Shant projected unrestricted cash of $25 million or so by the end
of this year.  The $15 million Griffin payment due in 2nd quarter
2011 takes you to $10 million in cash, which unfortunately gives
you little running room unless cash is raised from another source.

"I am quite concerned about the $400 million KPMG loan, which
will require a significant paydown in 2012 (We calculate
$90-$100 million to provide minimum 1.25x-1.35x coverage as well
as T/I and commission reserves).  If rates move up from the 7-
7.25% 30 years achievable today, the required paydown could
increase significantly.  The actual tax obligation to me on KPMG
is approximately $100 million so the company couldn't walk from
the loan without serious consequences.

"The company as it sits today has little to sell to raise cash
except for the properties which require my consent to sell.
Accordingly it would behoove us to discuss some collaborative
solutions.  Clearly nothing close to the $90-$100 million required
for KPMG is available."

In his March letter, Mr. Maguire said, "We could create some
running room for the company as follows:

     1. The company would transfer the KPMG Tower along with a
        modest cash payment to me along with the swap collateral
        account so I would have no exposure on the swap.  I would
        require a relatively small discount from Eurohypo in
        return for bringing in significant new capital. The
        company would be released from all obligations.

     2. I would buy U.S. Bank Tower with a significant cash
        payment to the company. U.S. Bank Tower does not have
        excessive leverage except that the vacancy will increase
        to 50% with the expiration soon of the Pacific Enterprises
        lease.  This will make it difficult to refinance without
        investing $30-$35 million in T/I and commissions for
        releasing, which the company doesn't have. The company's
        tax obligation to me is approximately $90 million on U.S.
        Bank Tower, which would also be released by this deal.

     3. An acceptable deal to the company would be completed on
        [Plaza Las Fuentes]."

Mr. Maguire said he can raise the capital required from the source
"you are familiar with or others."

According to Mr. Maguire, the net result would be that "the
company would be relieved of these potentially crippling
obligations and would have $60 million or so in unrestricted cash,
which would enable the start of rebuilding of the company.  I
would want efforts to sell land to stop for a period."

In his April letter, Mr. Maguire disclosed that in early 2008, he
offered to purchase two-thirds of the company's shares for $30-$32
per share.  This was a fully-financed offer.  He said the old
Board's refusal, with one exception, to consider this offer cost
the shareholders approximately $1.6 billion.  "On March 15, I gave
you a plan to solve the upcoming Plaza Las Fuentes loan problem,
which I followed with my March 31 letter.  In that letter, I
proposed a broader plan for the company to deal with the problems
detailed in your most recent 10-K.  Once again, I didn't get so
much as the courtesy of a response.  Given the serious state that
the company is in, with its very survival at stake, I don't
believe the Board can afford to be this cavalier once again," Mr.
Maguire said.

Mr. Maguire said, "I am the Company's largest owner, and as
potentially the company's largest unsecured creditor. As unsecured
creditor with the company's obligation to pay my tax liability of
approximately $300 million, I would come ahead of the common and
preferred shareholders if triggered.  As such, I would like an
opportunity to discuss these issues with the entire Board.  I look
forward to hearing from you soon."

Copies of the letters are available at no charge at:

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

As reported by the Troubled Company Reporter on April 12, 2010,
Maguire Properties disclosed that $424.870 million in debt will
mature in 2010 and $36.266 million in debt will mature in 2011.
The 2010 payment obligations include $7.4 million related to a
Repurchase facility and $280.6 million in mortgage loans.

Maguire Properties said $4.255 billion in debt will mature within
the next five years.

Maguire Properties also disclosed that as part of its strategic
disposition program, certain of its special purpose property-
owning subsidiaries are currently in default under six CMBS
mortgages totaling approximately $943.816 million secured by six
separate office properties totaling approximately 2.5 million
square feet (Stadium Towers Plaza, Park Place II, 2600 Michelson,
Pacific Arts Plaza, 550 South Hope and 500 Orange Tower).

As a result of the defaults under these mortgage loans, the
special servicers have required that tenant rental payments be
deposited in restricted lockbox accounts.  As such, the Company
does not have direct access to the rental payments, and the
disbursement of cash from the restricted lockbox accounts to the
Company is at the discretion of the special servicers.  There are
several potential outcomes on each of the Properties in Default,
including foreclosure, a deed-in-lieu of foreclosure and a short
sale.  The Company said it is in various stages of negotiations
with the special servicers on each of the six assets, with the
goal of reaching a cooperative resolution for each asset quickly.
The Company remains the title holder on each of the assets.

The Company's balance sheet at December 31, 2009, revealed
$3.6 billion in total assets and $4.5 billion in total liabilities
for a $856.9 million total stockholders' deficit.

                   About Maguire Properties, Inc.

Maguire Properties, Inc. (NYSE: MPG) --
http://www.maguireproperties.com/-- is the largest owner and
operator of Class A office properties in the Los Angeles central
business district and is primarily focused on owning and operating
high-quality office properties in the Southern California market.
Maguire Properties, Inc. is a full-service real estate company
with substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.


MAHONING COUNTY: S&P Gives Stable Outlook; Affirms 'C' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative and affirmed its 'C' long-term rating and underlying
rating on Mahoning County, Ohio's series 1997A and 2002A bonds,
issued for Forum Health.

"The outlook revision to stable reflects Forum Health's underlying
operations that, excluding restructuring costs, are improved
although still negative.  The stable outlook further incorporates
the use of a debt service reserve fund to cover principal payments
on the bonds outstanding while Forum Health continues to make
scheduled interest payments," said Standard & Poor's credit nalyst
Stephen Infranco.

The rating was lowered to 'C' following Forum Health's March 16,
2009, filing for Chapter 11 bankruptcy protection.  Standard &
Poor's does not consider a rating of 'D' to be warranted given
that Forum remains current on its bond payments.  Since the
bankruptcy filing, Forum has taken steps to improve its
performance including consolidation or elimination of service
lines and reduction in staffing levels, as well as other cost-
containment and revenue cycle initiatives.  Although management's
actions to date have helped, Forum Health, in Standard & Poor's
opinion, maintains overall weak financial and operating profiles
with limited liquidity, monthly operating losses, restrictive
labor agreements (although some concessions have been negotiated),
and a generally weak economic environment in a competitive market.

"Management has indicated that they are continuing with a
reorganization plan in the hopes of emerging from bankruptcy
protection and are also pursuing other strategies, including the
potential sale of all the assets to another health provider.
However, if Forum fails to emerge from bankruptcy and its overall
financial profile remains weak in S&P's view, default is a
possibility," added Mr. Infranco.

Total debt outstanding as of December 2009 was approximately
$133 million, but when including the $48 million in a debt service
reserve, net debt outstanding decreases to $85 million.


MARK J GINSBURG: Creditors Want Receiver Named in Chapter 11 Case
-----------------------------------------------------------------
Creditors Steven Cook, Gilda Burstein, Scott Kranz, and Susan
Enis ask the U.S. Bankruptcy Court Southern District of Florida
to:

   -- relieve them from the automatic stay;

   -- authorize them to seek appointment of a receiver for Mark J.
      Ginsburg's estate; and

   -- dissolve Nationwide Laboratory Services, Inc.

Steven Cook, et al., are each shareholders of Nationwide
Laboratory Services, Inc., who collectively control 50% of the
stock of Nationwide.

Steven Cook, et al., tells the Court that the Debtor mismanaged
Nationwide fka Royco, Inc. and exposed the company to ruinous
litigation accusing the Debtor, among others, of fraud,
misrepresentation, tortious interference with business
relationships, violations of non-competition agreements, and
employment matters.

Lighthouse Point, Florida-based Mark J. Ginsburg, aka Mark
Ginsburg and Dr. Mark Ginsburg, filed for Chapter 11 bankruptcy
protection on February 9, 2010 (Bankr. S.D. Fla. Case No. 10-
13056).  Chad P. Pugatch, Esq., who has an office in Ft.
Lauderdale, Florida, assists the Company in its restructuring
effort.  The Company has assets of $16,675,693 and total debts of
$47,823,735.


MARK J GINSBURG: Files Amended Schedules of Assets and Liabilities
------------------------------------------------------------------
Mark J. Ginsburg filed with the U.S. Bankruptcy Court for the
Southern District of Florida amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $6,650,000
  B. Personal Property           $10,025,692
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,130,976
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $379,571
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $37,313,187
                                 -----------       -----------
        TOTAL                    $16,675,692       $47,823,734

Lighthouse Point, Florida-based Mark J. Ginsburg, aka Mark
Ginsburg and Dr. Mark Ginsburg, filed for Chapter 11 bankruptcy
protection on February 9, 2010 (Bankr. S.D. Fla. Case No. 10-
13056).  Chad P. Pugatch, Esq., who has an office in Ft.
Lauderdale, Florida, assists the Company in its restructuring
effort.


MARK J GINSBURG: U.S. Trustee Won't Form Creditors Committee
------------------------------------------------------------
The Office of the U.S. Trustee for Region 21 notified the
Bankruptcy Court Southern District of Florida that until further
notice, it will not appoint an official committee of unsecured
creditors in the Chapter 11 case of Mark J. Ginsburg.

Lighthouse Point, Florida-based Mark J. Ginsburg, aka Mark
Ginsburg and Dr. Mark Ginsburg, filed for Chapter 11 bankruptcy
protection on February 9, 2010 (Bankr. S.D. Fla. Case No. 10-
13056).  Chad P. Pugatch, Esq., who has an office in Ft.
Lauderdale, Florida, assists the Company in its restructuring
effort.  The Company has assets of $16,675,693 and total debts of
$47,823,735.


MARKET DEV'T: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------
Market Development Specialists, Inc., has filed with the U.S.
Bankruptcy Court for the Northern District of Alabama a list of
its 20 largest unsecured creditors.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                              Trade Debt Total
  ------                              ----------------
Sentry
OneUtahCenter
Suite 1400
Salt Lake City
UT 84111                                  $1,120,625

Microsoft Licensing
6100 Neil Road, Suite 100, Reno
NV89511                                   $1,000,000

DVS Sales, Inc.
3435 Wilshire Boulevard
Suite 1850, L.A.
CA 90010                                   $683, 240

TriStar Distributing                        $663,927

Hannspree California Inc.                   $554,335

Nexgen Mediatech                            $261,000

Ingram Micro                                $216,582

Albas Korea Co., LTD                        $193,796

I/O Magic Corp                              $176,087

Pearl Diver LTD                             $167,004

CyberCore Solutions Group                   $154,053

Ervin, Cohen & Jessup, LLP                  $135,251

Veon Display                                $120,000

STS                                         $119,125

Benesch Friedlander Coplan & Aronof          $72,066

MITO                                         $70,000

Sphereteq, Inc.                              $67,543

Barnes & Thornburg                           $52,906

Parago                                       $50,000

American Express                             $42,650

Elkhart, Indiana-based Market Development Specialists, Inc. -- dba
RetroBytes and Wintergreen Systems -- filed for Chapter 11
bankruptcy protection on April 1, 2010 (Bankr. N.D. Ind. Case No.
10-31487).  John S. Hosinski, Esq., who has an office in South
Bend, Indiana, assists the Company in its restructuring effort.
The Company listed $17,401,356 in assets and $25,137,362 in
liabilities.


MARKET DEV'T: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Market Development Specialists, Inc., has filed with the U.S.
Bankruptcy Court for the Northern District of Indiana its
schedules of assets and liabilities, disclosing:

  Name of Schedule                    Assets          Liabilities
  ----------------                    ------          -----------

A. Real Property                            $0
B. Personal Property               $17,401,356
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $17,814,352
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $239,458
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $7,083,552
                                    -----------        -----------
TOTAL                               $17,401,356        $25,137,362

Elkhart, Indiana-based Market Development Specialists, Inc. -- dba
RetroBytes and Wintergreen Systems -- filed for Chapter 11
bankruptcy protection on April 1, 2010 (Bankr. N.D. Ind. Case No.
10-31487).  John S. Hosinski, Esq., who has an office in South
Bend, Indiana, assists the Company in its restructuring effort.


MC PRECASTS: U.S. Trustee Forms 3-Member Creditors Committee
------------------------------------------------------------
Donald F. Walton, U.S. Trustee for Region 21, appointed five
members to the official committee of unsecured creditors in the
Chapter 11 case of MC Precasts, Inc.

The Creditors Committee members are:

1. ABC Cutting Contractors of Atlanta, Inc.
   4864 Clark Howell Highway
   College Park, GA 30349-6010

2. Coreslab Structures (Atlanta), Inc.
   1655 Noah's Ark Road
   P.O. Box 246
   Jonesboro, GA 30236

3. The Reinforced Earth Company
   25 Technology Parkway South, Suite 100
   Norcross, GA 30092

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

Newnan, Georgia-based MC Precast, Inc., filed for Chapter 11
bankruptcy protection on February 8, 2010 (Bankr. N.D. Ga. Case
No. 10-10466).  J. Robert Williamson, Esq., at Scroggins and
Williamson, assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


MERUELO MADDUX: Plan Solicitation Period Extended Until June 11
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended Meruelo Maddux Properties, Inc.'s exclusive period to
solicit acceptances of the proposed Chapter 11 Plan until June 11,
2010.

The Court also said that after May 18, 2010, the Official
Committee of Unsecured Creditors is authorized to file a Plan.

The Debtors are represented by:

     John J. Bingham, Jr., Esq.
       E-mail: JBingham@DGDK.com
     John N. Tedford, IV, Esq.
       E-mail: JTedford@DGDK.com
     Michael C. Abel, Esq.
      E-mail: MAbel@DGDK.com
     Danning, Gill, Diamond & Kollitz, LLP
     2029 Century Park East, Third Floor
     Los Angeles, CA 90067-2904
     Tel: (310) 277-0077
     Fax: (310) 277-5735

Based in Los Angeles, California, Meruelo Maddux Properties, Inc.,
-- http://www.meruelomaddux.com/-- together with its affiliates,
engage in residential, commercial and industrial development.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C. D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Prof Corp, represent the official committee of unsecured creditors
as counsel.  The Debtors' financial condition as of December 31,
2008, showed $681,769,000 in assets and $342,022,000 of debts.


MERUELO MADDOX: Committee May File Chapter 11 Plan in May
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors formed in the Chapter 11 case of
Meruelo Maddux Properties Inc. received permission from the
Bankruptcy Court to file a Chapter 11 plan on May 18.  The order
from the bankruptcy judge early this month otherwise precludes
other creditors from filing a plan before June 11.

                       About Meruelo Maddux

Based in Los Angeles, Calif., Meruelo Maddux Properties, Inc.,
-- http://www.meruelomaddux.com/-- together with its affiliates,
engage in residential, commercial and industrial development.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C. D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Prof Corp, represent the official committee of unsecured creditors
as counsel.  The Debtors' financial condition as of December 31,
2008, showed $681,769,000 in assets and $342,022,000 of debts.


MIDWAY GAMES: Files Amended Schedules of Assets and Liabilities
---------------------------------------------------------------
Midway Games Inc. filed with the U.S. Bankruptcy Court for the
District of Delaware amended schedules of assets and liabilities.

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

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.


METALS USA: Moody's Raises Corporate Family Rating to 'B2'
----------------------------------------------------------
Moody's Investors Service upgraded its ratings for Metals USA
Holdings Corp. and assigned a stable rating outlook to the North
American metal distributor.  MUSA Holdings' corporate family
rating was raised to B2 from B3 and the rating on the 11.125%
notes issued by its subsidiary Metals USA Inc. was raised to B3
from Caa1.  At the same time, MUSA Holdings' speculative grade
liquidity rating was affirmed at SGL-3.

The rating upgrades were prompted by MUSA Holdings' initial public
offering, which raised net proceeds of approximately $220 million,
the majority of which was used to retire MUSA Holdings' floating
rate PIK toggle notes and pay accrued and unpaid interest on the
PIK toggle notes.  Moody's Caa2 rating on the PIK toggle notes
will be withdrawn once the notes are retired.

With North American steel demand and prices rising, Moody's is
targeting MUSA Holdings' EBITDA at $70-90 million for 2010, a
dramatic improvement from nil in 2009.  However, increasing
working capital is likely to consume much of this operating cash
flow.  Nevertheless, with debt of $307 million, pro forma for the
IPO, and an implied equity value of approximately $750 million,
Moody's believes MUSA Holdings' capital structure adequately
supports a B2 CFR and the stable outlook.

MUSA Holdings' B2 CFR positively reflects the company's geographic
and customer diversification, its low levels of capex, and slowly
recovering fundamentals for metal-consuming industries.  The
rating also considers the thin but stable margins typical of the
service center industry and the cyclicality and competitiveness of
the metals distribution business.  With working capital now
expected to be on the rise, MUSA Holdings' liquidity could be
relatively tight, although the availability under its ABL facility
does flex with receivables and inventory.  Moody's expect MUSA
Holdings will continue to be acquisitive, as it uses acquisitions
of service centers to expand market share and fill out its
geographic footprint.  Moody's expect these acquisitions to be of
modest size in the current economic environment.

These ratings were affected by Moody's actions:

For Metals USA Holdings Corp.

* Corporate family rating -- to B2 from B3
* Probability of default rating -- to B2 from B3
*Speculative grade liquidity rating -- affirmed at SGL-3
* Rating outlook -- to stable from negative

For Metals USA, Inc.

* 11.125% guaranteed senior secured notes due 2015 -- to B3 (LGD5,
  75%) from Caa1

Moody's previous rating action for MUSA Holdings was on April 6,
2009, when all its ratings were lowered one notch, including
revising its CFR to B3 from B2.

MUSA Holdings' ratings have been assigned by evaluating factors
that Moody's believe are relevant to the company's risk profile,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance 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 MUSA Holdings' core industry; MUSA
Holdings' ratings are believed to be comparable to those of other
issuers with similar credit risk.

Metals USA Holdings Corp., headquartered in Houston, is the parent
company of Metals USA, Inc., a leading U.S. distributor of carbon
steel, stainless steel, aluminum, red metals, and manufactured
metal components.  In 2009, the company had net sales of
$1.1 billion.


MICRON TECHNOLOGY: S&P Raises Rating on Senior Notes to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it revised its issue-level
and recovery ratings on Micron Technology Inc.'s $1.3 billion
1.875% senior unsecured convertible notes.  The issue-level rating
was raised to 'B' (the same as the corporate credit rating) from
'B-', and the recovery rating was revised to '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery in the event of a
payment default, from '5'.

At the same time, S&P assigned its 'B' issue-level rating and its
'3' recovery rating to the company's $230 million 4.25%
convertible senior unsecured notes.  The revisions to the issue-
level and recovery ratings are largely the result of the company's
recent investments and acquisitions fundamentally improving its
operations and competitive position.

The corporate credit rating on Micron reflects highly volatile and
cyclical industry conditions, elevated refinancing risks over the
next three quarters, and aggressive growth strategies.  The
company's good technology position and moderating capital-
expenditure burden partially offset company risks.  Micron
develops and manufactures semiconductors for the memory industry.

                           Ratings List

                      Micron Technology Inc.

     Corporate credit rating                    B/Positive/--

                          Ratings Raised

                                              To            From
                                              --            ----
   $1.3 bil 1.875% sr unsecd convertible nts  B             B-
    Recovery Rating                           3             5

                           New Rating

           $230 mil 4.25% convertible sr unsecd nts   B
            Recovery rating                           3


MIG INC: Appeals Loss in Paul Weiss Malpractice Suit
----------------------------------------------------
Bankruptcy Law360 reports that MIG Inc. has challenged a federal
judge's dismissal of its case alleging that Paul Weiss Rifkind
Wharton & Garrison LLP improperly drafted a certificate of
designation for the telecommunications company that triggered a
shareholder suit that led to its bankruptcy.

                          About MIG Inc.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company said it had US$100 million to
US$500 million in assets and US$100 million to US$500 million in
debts.  In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.


MIRANT CORPORATION: Fitch Affirms 'B+' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed its ratings and Stable Outlook on
Mirant Corporation (Issuer Default Rating 'B+') and its
subsidiaries Mirant North America, LLC (IDR 'B+'), and Mirant Mid-
Atlantic, LLC (IDR 'B+') following an announced stock-for-stock
merger of Mirant and RRI Energy Inc. (IDR 'B') in a merger of
equals.

Fitch has affirmed the IDR of Mirant Americas Generation, LLC (IDR
'B+')and placed its Senior Unsecured Rating on Rating Watch
Positive.  Additionally, Fitch has placed RRI to Rating Watch
Postive following the announcement the merger.  All of Fitch's
existing ratings are listed at the end of this release.

On April 11, 2010, RRI and MIR announced that they have entered
into a definitive agreement to create GenOn Energy in a deal
structured as an all-stock, tax-free merger.  Under the terms of
the merger agreement MIR shareholders will receive a fixed ratio
of 2.835 shares of RRI stock for each share of MIR common stock
they own.  Following the close of transaction MIR will own
approximately 54% of the equity of the combined company and RRI
Energy stockholders will own approximately 46%.  As a combined
entity, GenOn will have approximately 24,700 megawatts of electric
generating capacity and a pro forma market capitalization of
$3.1 billion.  The transaction is subject to customary closing
conditions, including approval by the stockholders of RRI and MIR,
U.S. antitrust approval and approval by the Federal Energy
Regulatory Commission and the New York State Public Service
Commission.

The primary credit benefit of the merger transaction is the
relative ease of achieving synergy savings projected by the
management of both companies (estimated at $150 million per annum
to be fully realized by 2012, with a cost to achieve of
$125 million spread over the two years 2010-2011).  Doubling the
size of the generation portfolio by merging the two companies will
result in a more efficient scale of operations, without materially
altering the profile of the generating fleet.

Neutral credit factors include these: No major change in business
strategy or debt leverage as a result of the strategy.  The
combined entity is expected to pursue a hedging strategy close to
that of MIR.  Also, both entities will bring to the merger high
cash liquidity which the combined organization will have available
to deal with debt maturities and future commodity market price
fluctuation.  The combined cash balance of the companies as of
Dec. 31, 2009, was $2.9 billion.

In association with the merger, GenOn plans on addressing
approximately $1.8 billion in debt including:

  -- $307 million in MNA senior secured term loan due 2013 (rated
     'BB' by Fitch);

  -- $850 million in MNA 7.375% senior notes due 2013 (rated 'BB-
     /RR1');

  -- $279 million in RRI secured bonds due 2014 (rated 'BB/RR1');

  -- $371 million in Pennsylvania Economic Development Financing
     Authority (PEDFA) Reliant Energy Seward, LLC Project secured
     notes due 2036 (rated 'BB/RR1').

Fitch expects that the debt will be addressed through some
combination of refinancing at the new parent GenOn holding company
or consents from bondholders.  A condition of closing the
transaction is redeeming the debt at MNA which contain covenants
that would impede the merger; the management plan will result in
eliminating all debt at MNA with replacement by new debt at GenOn.
Additionally, GenOn expects to refinance both MIR and RRI's
existing revolving credit facilities.

Due to the deal's structure RRI Energy is the acquiring entity,
which will prevent the triggering of the change in control
provisions in the companies outstanding debt.  The Positive Watch
for RRI reflects Fitch's belief that the merger should provide RRI
increased scale, access to an improved balance sheet, increased
operating efficiencies and the potential for higher recovery
values given the increased generating capacity.  Fitch expects to
resolve its Positive Watch near or following the merger close.

MIR's affirmation is reflective of the stability and
predictability of cash flows, predominantly from MIR's Mid-
Atlantic operations located in PJM Interconnection, LLC's (PJM)
region, given their low-cost fuel and mid-merit heat rate
generation facilities.  Hedges are in place which offer protection
to margins and visibility to cash flows over the near term.  The
PJM cash flows are further supplemented by a stable capacity
market in the region.

MAG's Positive Watch is reflective of the potential for improved
structural position for existing MAG issues.  If the debt of MNA
is removed in conjunction with the transaction, Fitch expects MAG
note holders to enjoy improved upstream residual cash flow and
recovery value from the Mirant's PJM portfolio after servicing the
MIRMA lease debt.  Currently there is $1.3 billion of senior
unsecured debt at MAG, of which $535 million will be retired at
its maturity in 2011.  The remaining issues should be better
positioned and possess increased senior unsecured recovery.

RRI's current ratings reflect the challenging competitive
generation environment Fitch expects for 2010 and 2011, tempered
by steps taken by RRI to improve its balance sheet and hedge a
portion of its commodity exposure.  Fitch now considers RRI's
liquidity position as strong and its business risk profile has
improved with the sale of the retail electricity marketing
businesses in 2009.  RRI currently conducts its wholesale merchant
business in a manner that results in a fairly high level revenue
and cash flow stability and predictability.  Capacity payments and
a hedging policy limits margin compression due to commodity and
power prices which Fitch expects to be under pressure in 2010 and
2011.  Ratings in the MIR group currently reflect the somewhat
higher proportion and longer duration of hedges for MIR's output.
Fitch's expectations and management guidance is for the combined
company to continue to pursue cash flow and revenue stability
through an ample hedging program.

While the combination of MIR and RRI will create one of the
largest generation fleets and affords attainable and accretive
cost savings, the strategic benefits of the transaction are
otherwise limited.  GenOn will continue to face ongoing challenges
with weak wholesale power prices, environmental rules and
compliance costs, and managing commodity price volatility.  Fitch
expects to comment further following meetings with management and
as further details of the transaction become available.

Fitch has affirmed these ratings and placed them on Rating Watch
Positive:

RRI Energy, Inc.

  -- IDR at 'B';
  -- Senior secured debt at 'BB/RR1';
  -- Senior unsecured debt at 'B+/RR3';
  -- Short-term IDR at 'B'.

Mirant Americas Generation, LLC

  -- Senior unsecured at 'B/RR5'.

In addition, Fitch has affirmed these:

Mirant Corporation

  -- IDR at 'B+'.

Mirant Americas Generation, LLC

  -- IDR at 'B+'.

Mirant North America, LLC

  -- IDR at 'B+';
  -- Senior secured at 'BB/RR1';
  -- Senior unsecured at 'BB-/RR1'.

Mirant Mid-Atlantic, LLC

  -- IDR at 'B+';
  -- Pass-through certificates at 'BB+/RR1'.


MIRANT CORPORATION: Moody's Affirms 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings and stable rating
outlook for Mirant Corporation (B1 Corporate Family Rating) and
its subsidiaries as well as the ratings and stable rating outlook
for RRI Energy, Inc. (B1 Corporate Family Rating) and its
subsidiaries following yesterday's announcement that the companies
agreed to combine in a stock-for-stock merger transaction.

GenOn Energy, a newly formed entity, will be the surviving parent
company upon consummation of the transaction.  The ratings for
GenOn will be determined based on the facts and circumstances of
the pro-forma combined organization.

"The affirmation of Mirant and RRI's ratings considers the
complementary operations and similar credit profiles of the
companies and the use of stock as the currency for the proposed
merger" said Moody's Vice President Scott Solomon.  "The rating
affirmation also considers the expected operating synergies and
the strong liquidity profiles for the combined entity", added
Solomon.

Moody's believes the primary execution risk associated with
closing the proposed transaction is the need to refinance
approximately $1.8 billion of existing debt and to replace each
company's revolving credit facility in a new holding company
facility.

GenOn is expected to have roughly 25 GW's of generation capacity,
over $4.0 billion in revenue, $1.0 billion in cash flow and
$7.0 billion in debt.  Historically, GenOn would have generated a
ratio of cash flow before working capital adjustments to debt in
the mid-teen's (15% - 17%) and a ratio of free cash flow to debt
in the high single-digits.

Based on expected near-term market conditions, Moody's forecasts
GenOn will produce a ratio of cash flow to debt of around 10-15%;
cash flow coverage of interest expense of approximately 2 to 3
times and a ratio of free cash flow to debt in the mid to high
single digits.  These pro-forma credit metrics comfortably
position the merged entity in the B1 rating category.  However,
specific details concerning the ultimate capital structure for
GenOn is uncertain.

From a liquidity perspective, the speculative grade liquidity
ratings (SGL's) for both RRI (SGL-1) and Mirant (SGL-1) are also
affirmed.  Both companies maintain large cash balances and have
largely undrawn secured credit facilities.  RRI and Mirant are
expected to generate modest free cash flows, taking into
consideration the projected liquidity sources and cash needs for
both companies.

Initially, GenOn Energy should have approximately $2-3 billion in
cash and would be expected to refinance roughly $1.8 billion of
debt and credit facilities due to certain indenture provisions.
The interest expense on this new debt is likely to have a higher
weighted average cost than the existing weighted average interest
rate on the debt.

"The combined company will continue to face longer-term
fundamental challenges" added Moody's Senior Credit Officer Jim
Hempstead.  "This includes reduced electric demand, low commodity
market prices and increasingly stringent environmental mandates.
Maintaining a sizeable cash balance will be critical for ratings
stability," said Hempstead.

In addition to shareholder approval, the merger will require the
approval of Federal Energy Regulatory Commission and the New York
State Public Service Commission.  Closing is also subject to the
refinancing of a portion of each company's existing debt.  Rating
refinements of existing Mirant and RRI subsidiary debt may follow
as the companies provide more transparency around legal structures
and refinancings.

All ratings at these listed entities and their subsidiaries are
affirmed:

* Mirant Corp. (B1 Corporate Family Rating)

* Mirant Mid-Atlantic, LLC (Ba1 pass through trust certificates)

* Mirant North America, LLC (Ba2 senior secured and B1 senior
  unsecured)

* Mirant Americas Generation, LLC (MAG: B3 senior unsecured)

* RRI Energy, Inc. (B1 Corporate Family Rating)

* Reliant Energy Mid-Atlantic Power Holdings, LLC (Ba1 pass
  through trust certificates)

* Orion Power Holdings, Inc. (Ba3 senior unsecured)

The last rating action taken on Mirant occurred on October 8,
2009, when Moody's affirmed the ratings.  The last rating action
taken on RRI occurred on June 3, 2009 when Moody's downgraded RRI
Energy's Corporate Family Rating to B1 from Ba3.

Mirant Corporation, headquartered in Atlanta, Georgia, is an
independent power producer that owns or leases a portfolio of
electricity generating facilities totaling approximately 10,300
megawatts.

RRI Energy, headquartered in Houston, Texas, is an independent
power producer that owns or leases a portfolio of electricity
generating facilities totaling approximately 14,000 megawatts.


MISCOR GROUP: Delays 2009 Report, Expects Net Loss of $20.5-Mil.
----------------------------------------------------------------
MISCOR Group, Ltd., discloses that the filing of its annual report
on Form 10-K for the year ended December 31, 2009, could not be
filed within the prescribed time period.

Management anticipates a net loss of roughly $20.5 million for the
year ended December 31, 2009, which will be a significant change
from the net loss of approximately $1.5 million realized for the
year ended December 31, 2008.

Based upon recently-completed financial results for the fiscal
year ended December 31, 2009, the Company is in default with
respect to the Minimum Book Net Worth covenant of its Credit and
Security Agreement with its senior secured lender, Wells Fargo
Business Credit, a division of Wells Fargo Bank, National
Association.  As of April 1, 2010, Wells Fargo has not given an
official notice of default and acceleration pursuant to the terms
of the Credit Agreement.

The Company is in discussions with the lender to seek an amendment
to the Credit Agreement to waive the default.  If the Company is
unable to obtain such a waiver on acceptable terms, management
anticipates that the report of the Company's independent
registered public accounting firm on the Company's 2009
consolidated financial statements likely will contain an
explanatory paragraph indicating substantial doubt about the
Company's ability to continue as a going concern.

                        About MISCOR Group

South Bend, Ind.-based MISCOR Group, Ltd. (OTC BB: MIGL) Currently
provides electrical and mechanical solutions to industrial,
commercial and institutional customers through two segments:
Industrial Services, consisting of the Company's maintenance and
repair services to several industries, including electric motor
and wind power, and repairing, manufacturing, and remanufacturing
industrial lifting magnets for the steel and scrap industries; and
Rail services, consisting of the Company's manufacturing and
rebuilding of power assemblies, engine parts, and other components
related to large diesel engines and its locomotive maintenance,
remanufacturing, and repair services for the rail industry.


MISSION REAL: Asks for Court's Permission to Use Cash Collateral
----------------------------------------------------------------
Mission Real Associates, LLC, seeks authority from the U.S.
Bankruptcy Court for the Central District of California to use the
cash collateral.

Wells Fargo Bank, N.A., as trustee for the registered holders of
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-LDP7 (the Lender),
is the holder of a promissory note in the original principal
amount of $60,030,000, dated March 30, 2006 (the Note).  The
borrowers under Note are Wilbun 7, LLC, Mission Real, Wilshire
Bundy Holdings LLC, Civic Palm LLC and BUnwil Capital LLC.

Steven J. Schwartz, Esq., at Danning, Gill, Diamond & Kollitz,
LLP, the attorney for the Debtor, explains that the Debtor needs
the money to fund its Chapter 11 case, pay suppliers and other
parties.

In exchange for using the cash collateral, the Debtor proposes to
grant the Lender with replacement liens and a super-priority
claim.  The Debtor will provide the Lender with monthly payments
due to the Lender.  The Debtor promises to provide the Lender
monthly reports.

Mission Real Associates, LLC, owns an interest in a property at
Wilshire Bundy Plaza, 12121 Wilshire Boulevard, Los Angeles,
California.

Los Angeles, California-based Mission Real Associates, LLC, filed
for Chapter 11 bankruptcy protection on March 31, 2010 (Bankr.
Case No. C.D. Calif. 10-22370).  Richard K. Diamond, Esq., at
Danning, Gill, Diamond & Kolitz, LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50 million.

These affiliates filed separate Chapter 11 petitions:

     -- Bundy Dimes, LLC (Case No. 10-22149) on March 31, 2010,
        estimating assets and debts at $10 million to $50 million;

     -- Bunwil Capital, LLC (Case No. 10-22153) on March 31, 2010,
        estimating assets and debts of $10 million to $50 million;

     -- Dimes, LLC (Case No. 09-25517) on September 19, 2009;

     -- Ezri Namvar (Case No. 08-32349) on December 28, 2008; and

     -- Namco Capital Group (Case No. 08-32333) on December 28,
        2008.


MJH EDUCATION: Moody's Affirms 'Ca' Rating on $57.4 Mil. Bonds
--------------------------------------------------------------
Moody's has affirmed the Ca rating for MJH Education Assistance
Illinois IV LLC's $57.4 million outstanding Student Housing
Revenue Bonds (Fullerton Village Project), Series 2004A and the C
rating on the $14.8 million outstanding Series 2004B issued
through the Illinois Finance Authority.  The outlook on the Senior
Bonds is negative.

Legal Security: Special obligation of Illinois Finance Authority,
secured only by rental income generated at Fullerton Village and
any other funds pledged to bondholders under the indenture
agreement.  DePaul University assumes no financial commitment with
respect to the Series 2004 Bonds.

Recent Developments: The property manager and owner have been
working to improve occupancy and operating performance of the
project.  Occupancy at the Fullerton project (renamed 1237 West)
has improved to 80% for Fall 2009 after hitting a low of
approximately 40% in Fall 2008.  Management reports that the
relationship with DePaul University has improved with the
inclusion of the project on the University's website, marketing E-
mails to current students, referrals from the University's housing
office, and indirect access to housing waitlists.  In October
2009, the Trustee released funds from the Pledged Revenue Account
to pay the interest payment and default interest to 2004A
bondholders for the interest payment that was not paid on
December 1, 2008.

Despite the improvement in operating performance, the Senior Bonds
and Subordinate Bonds remain in default.  Project revenues, which
include rental income from student residents as well as the retail
spaces, have not been sufficient to meet debt service payments.
Pro forma budget projects that debt service coverage will be 0.76x
for the Senior Bonds and 0.61x for the Subordinate Bonds for the
fiscal year ending in 2010.

                             Outlook

The outlook on the Senior Bonds is negative due to the stressed
occupancy rate and the less than 1.00x debt service coverage.

                What would change the ratings -- UP

-- A significant improvement in cash flow to the project,
    stemming primarily from increased and stable occupancy for the
    next several years

               What would change the ratings -- DOWN

-- For the Series 2004A bonds, lower recoveries upon liquidation.

The rating assigned to this issue is based 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.


NEDAK ETHANOL: McGladrey Pullen Raises Going Concern Doubt
----------------------------------------------------------
NEDAK Ethanol, LLC, filed on April 5, 2010, its annual report on
Form 10-K for the year ended December 31, 2009.

McGladrey & Pullen, LLP, in Sioux Falls, South Dakota, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that there is
uncertainty as to the Company's ability to secure additional funds
needed to fund ongoing operations.

The Company reported a net loss of $9.2 million on $67.5 million
of revenue for 2009, compared with a net loss of $4.2 million on
no revenue for 2008.

The Company's balance sheet as of December 31, 2009, showed
$91.6 million in assets, $56.0 million of debts, and $35.6 million
of members' equity.

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

                  http://researcharchives.com/t/s?5fe7

Atkinson, Neb.-based NEDAK Ethanol, LLC --
http://www.nedakethanol.com/ -- was organized in 2003 and built a
plant to produce ethanol and distiller's grains on its 73-acre
site located near Atkinson, Nebraska.  The Company completed full
startup of the ethanol facility in June 2009 and has the annual
capacity to process roughly 17 million bushels of corn, through a
dry milling process, into roughly 44 million gallons of ethanol
per year.  The Company also produces roughly 340,000 tons of wet
distiller's grains annually.  Ethanol is a chemical produced by
the fermentation of sugars found in grains and other biomass.


NOVA BIOSOURCE: Controlled Dismissal of Ch. 11 Case Approved
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Nova Biosource Fuels
Inc. prevailed on the bankruptcy judge to agree to dismiss its
reorganization case on terms that include some features of a
Chapter 11 plan.

According to the report, once the previously approved sale of
assets is completed, the bankruptcy judge in Delaware provided in
his April 9 order that the Chapter 11 case will be dismissed. In
the sale, the buyer will assume $36 million in secured debt and
the loan provided by the secured creditor to finance the Chapter
11 case.

The Bloomberg report adds that along with dismissal, the lender
will deposit $200,000 into a trust for distribution only to
unsecured creditors.  Costs incurred in the Chapter 11 case are to
be paid separately.  The bankruptcy judge reserved the right to
decide how much professionals will be paid.  The bankruptcy judge
provided in the dismissal order that he won't have power to
resolve disputes about distributions from the liquidating trust.

Nova Biosource Fuels, Inc. -- http://www.novabiosource.com/-- is
an energy company that refines and markets ASTM D6751 quality
biodiesel and related co-products through the deployment of its
proprietary, patented process technology, which enables the use of
a broader range of lower cost feedstocks.  Nova owns two biodiesel
refineries: one in Seneca, Illinois with a nameplate capacity of
60 million gallons per year and one in Clinton, Iowa with a
nameplate capacity of 10 million gallons per year.

Nova Biosource Fuels, Inc., and certain of its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware on March 30, 2009.  The case is In re Nova
Holding Clinton County, LLC, (Bankr. D. Del. Lead Case No.
09-11081).  Michael B. Schaedle, Esq., Melissa S. Vongtama, Esq.,
and Josef W. Mintz, Esq., at Blank rome LLP, in Philadelphia,
represent the Debtors as counsel.  David W. Carickhoff, Esq., at
Blank Rome LLP, in Wilmington, represents the Debtors as Delaware
counsel.  The Debtors listed assets and debts of $10 million to
$50 million each.


OMEGA HEALTHCARE: Reveals New $320 Million Credit Facility
----------------------------------------------------------
Omega Healthcare Investors, Inc., has entered into a new
$320 million revolving senior secured credit facility effective
April 13, 2010.

The New Credit Facility replaces Omega's previous senior secured
credit facility.  The New Credit Facility matures in four years,
on April 13, 2014; provided, the Company has refinanced or repaid
its $310 million, 7% Senior Notes due April 2014, prior to
December 31, 2013.  In the event the Senior Notes have not been
refinanced or repaid on or prior to December 31, 2013, the
maturity date of the New Credit Facility will become December 31,
2013.  The New Credit Facility includes an "accordion feature"
that permits the Company to expand its borrowing capacity to
$420 million during its first three years.

The New Credit Facility is priced at LIBOR plus an applicable
percentage based on the Company's consolidated leverage and is not
subject to a LIBOR floor.  The Company's applicable percentage
above LIBOR is currently 350 basis points.  The New Credit
Facility will be used for acquisitions and general corporate
purposes. At April 13, 2010, the Company had no borrowings
outstanding under the New Credit Facility.

The New Credit Facility was made up of a syndication of eight
financial institutions.  Banc of America Securities LLC was Joint
Lead Arranger and Sole Book Manager.  Deutsche Bank Trust Company
Americas was Joint Lead Arranger and Co-Syndication Agent. UBS
Securities LLC was Co-Syndication Agent and Bank of America, N.A.
was the Administrative Agent.  General Electric Capital
Corporation, Credit Agricole Corporate and Investment Bank,
Jefferies Group, Inc., RBS Citizens, N.A., and Stifel Bank & Trust
participated in the New Credit Facility as Managing Agents.

The Company is a real estate investment trust investing in and
providing financing to the long-term care industry.  At December
31, 2009, the Company owned or held mortgages on 293 skilled
nursing facilities, assisted living facilities and other specialty
hospitals with approximately 34,312 licensed beds (32,825
available beds) located in 32 states and operated by 35 third-
party healthcare operating companies, in addition the Company has
two closed facilities currently held for sale.

                  About Omega Healthcare

Omega Healthcare Investors, Inc., headquartered in Hunt Valley,
Maryland, USA, is a real estate investment trust investing in and
providing financing to the long-term healthcare industry --
predominately skilled nursing facilities.  At December 31, 2008,
the REIT owned or held mortgages on 244 SNFs, 7 assisted living
facilities and 4 specialty hospitals, with approximately 29,193
beds operated by 25 third-party healthcare companies.

                         *     *     *

As reported in the Troubled Company Reporter on March 6, 2009,
Moody's Investors Service affirmed the ratings of Omega Healthcare
Investors, Inc., (senior unsecured debt at Ba3).  The rating
outlook is stable.  This rating affirmation reflects Omega's
adequate liquidity, good property level coverage ratios, and
conservative credit metrics.


ORANGE GROVE: Asks Court for April 16 Schedules Filing Deadline
---------------------------------------------------------------
Orange Grove Service, Inc., has asked the U.S. Bankruptcy Court
for the Central District of California to extend the deadline for
the filing of schedules of assets and liabilities and other papers
until April 16, 2010.

The deadline for the filing of the schedules is currently April 8,
2010.  The Debtor says that it is working on securing
documentation to support valuation of its real properties.  The
Debtor's proposed counsel, Ori S. Blumenfeld, Esq., at Wilson &
Associates LLP, is in contact with the broker in charge of the
completion of the broker's opinion of value that is necessary in
order to complete the Chapter 11 bankruptcy petition schedules
with the current information needed.

La Verne, California-based Orange Grove Service, Inc., filed for
Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. C.D.
Calif. Case No. 10-21336).  Ori S. Blumenfeld, Esq., at Wilson &
Associates LLP, assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


P&F INDUSTRIES: Delays Form 10-K Filing; Expects $9-Mil. Loss
-------------------------------------------------------------
P&F Industries,Inc. Discloses that it is unable to file its annual
report on Form 10-K for the year ended December 31, 2009, belore
the prescribed due date because it has not yet completed the
preparation of its consolidated financial statements for the
fiscal year ended December 31, 2009 and related disclosures.

The Company anticipates that it will report revenue of roughly
$72.6 million for the year ended December 31, 2009, compared to
roughly $87.7 million for the same period in 2008.  The Company
says this reduction is primarily attributable to the sluggish
economy which affected all of the Company's businesses, and the
loss of a large customer in mid-2008, the full effect of which was
experienced in 2009, and was partially offset by increased revenue
in the Company's stair part business as a result of the
acquisition of a complementary business in mid-2009.

The Company also anticipates that it will report a loss of
$9.3 million for the year ended December 31, 2009, compared to a
loss of $4.3 million for the year ended December 31, 2008.

The Company together with certain of its subsidiaries are parties
to a secured credit agreement with Citibank, N.A. and HSBC USA
Bank, National Association, as lenders, and Citibank, N.A. as
administrative agent.  The revolving portion of the credit
facility pursuant to the Credit Agreement expired in accordance
with its terms on March 30, 2010.

Unless the Company is able to secure an amendment or extension to
the Credit Agreement prior to the filing of the 2009 Form 10-K,
the Company anticipates that the report of its independent
registered public accounting firm on its consolidated financial
statements for the fiscal year ended December 31, 2009, would
contain an explanatory paragraph indicating substantial doubt
about its ability to continue as a going concern.

                       About P&F Industries

Melville, N.Y.-based P&F Industries, Inc. (NASDAQ: PFIN)
-- http://pfina.com/-- through its two wholly owned operating
subsidiaries, Continental Tool Group, Inc. and Countrywide
Hardware, Inc., manufactures and imports air-powered tools sold
principally to the industrial, retail and automotive markets, and
various residential hardware such as staircase components, kitchen
and bath hardware, fencing hardware and door and window hardware
primarily to the housing industry.  P&F's products are sold under
their own trademarks, as well as under the private labels of major
manufacturers and retailers.

At September 30, 2009, the Company's consolidated balance sheets
showed $83.6 million in assets, $51.5 million of debts, and
$32.1 million of stocknolders' equity.


PREFERRED PROPERTIES: Files Schedules of Assets & Liabilities
-------------------------------------------------------------
Preferred Properties, LLC, has filed with the U.S. Bankruptcy
Court for the Eastern District of California its schedules of
assets and liabilities, disclosing:

  Name of Schedule                    Assets          Liabilities
  ----------------                    ------          -----------
A. Real Property                    $5,600,000
B. Personal Property                $9,866,797
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $6,864,638
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                $479,842
                                   -----------        -----------
TOTAL                              $15,466,797         $7,344,481

Sutter Creek, California-based Preferred Properties, LLC, filed
for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr.
E.D. Calif. Case No. 10-27515).  David Foyil, Esq., who has an
office in Sutter Creek, California, assists the Company in its
restructuring effort.


PRIME GROUP REALTY: Reports $8.5 Million Net Loss for 2009
----------------------------------------------------------
Prime Group Realty Trust said net loss available to common
shareholders for the fourth quarter ended December 31, 2009, was
$600,000 or $2.61 per share as compared to a net loss available to
common shareholders of $10.4 million or $43.81 per share for the
fourth quarter of 2008.  Revenue for the fourth quarter of 2009
was $19.1 million compared to revenue for the fourth quarter of
2008 of $19.7 million.

Net loss available to common shareholders was $8.5 million or
$35.86 per share for the year 2009 compared to net loss available
to common shareholders of $82.3 million or $348.17 per share for
the year 2008.  Revenue for 2009 was $77.9 million, a decrease of
$4.8 million from 2008 revenue of $82.7 million, primarily due to
reduced rental income as a result of the expiration of leases at
certain of the Company's properties.

At December 31, 2009, the Company had total assets of
$393.184 million against total liabilities of $389.454 million.
At December 31, 2009, total equity was $3.730 million.  At
December 31, 2008, total equity was $5.968 million.

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

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

According to the Troubled Company Reporter on March 3, 2010, Two
of Prime Group Realty Trust's subsidiaries, each of which own
separate portions of the Continental Towers Complex in Rolling
Meadows, Illinois, are in default under their first mortgage loans
encumbering the Complex. Continental Towers, L.L.C., a subsidiary
of the Company, is the owner of Tower I, Tower III and the
Commercium at the Continental Towers Complex.  The CT Property is
encumbered by a first mortgage loan from CWCapital LLC in the
principal amount of $73.6 million.

The Company is currently in discussions with the lender on these
loans regarding a potential deed in lieu of foreclosure
transaction with the lender and other related matters.  A default
on the Continental Towers property loans does not cause a default
on any of the Company's other loans.

                  About Prime Group Realty Trust

Based in Chicago, Illinois, Prime Group Realty Trust (NYSE:
PGEPRB) -- http://www.pgrt.com/-- is a fully-integrated, self-
administered, and self-managed real estate investment trust which
owns, manages, leases, develops, and redevelops office and
industrial real estate, primarily in metropolitan Chicago. The
Company currently owns 7 office properties containing an aggregate
of roughly 3.2 million net rentable square feet and a joint
venture interest in one office property comprised of roughly
101,000 net rentable square feet.  The Company leases and manages
roughly 3.2 million square feet comprising all of its wholly owned
properties.  In addition, the Company is the asset and development
manager for an roughly 1.1 million square foot office building
located at 1407 Broadway Avenue in New York.

                            *     *     *

As reported by the Troubled Company Reporter on December 15, 2009,
Prime Group Realty Trust said the Company's Board of Trustees has
determined not to declare a quarterly distribution on its Series B
Preferred Shares for the fourth quarter of 2009, and that the
Board is unable to determine when the Company might recommence
distributions on the Series B Preferred Shares.


PRIME STAR: Delays Filing of 2009 Annual Report on Form 10-K
------------------------------------------------------------
Prime Star Group, Inc., formerly American Water Star, Inc., failed
to file its Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, by the March 31 deadline.  In a regulatory
filing, Prime Star said it was unable to file its Annual Report by
the prescribed due date without unreasonable effort or expense
because the Company has extremely limited corporate resources and
needs additional time to complete certain disclosures and analyses
to be included therein.  The Company intends to file the Form 10-K
on or prior to the 15th calendar day following the prescribed due
date.

As reported by the Troubled Company Reporter on December 8, 2009,
Prime Star reported a net loss of $2,678,675 for the nine months
ended September 30, 2009, from a net loss of $105,000 for the year
ago period.  As of September 30, 2009, the Company had $1,445,629
in total assets against $9,015,442 in total liabilities, all
current, resulting in stockholders' deficit of $7,506,935.

The Company has had no significant operations, assets, or
liabilities since November 7, 2005, and accordingly, is fully
dependent upon future sales of securities or upon its current
management or advances or loans from significant or corporate
officers to provide sufficient working capital to preserve the
integrity of the corporate entity.

"Because of these factors, our auditors have issued an opinion for
the Company which includes a statement describing our going
concern status.  This means, in our auditor's opinion, substantial
doubt about our ability to continue as a going concern exists at
the date of their opinion," Prime Star said.

The Company said its continued existence is dependent upon its
ability to generate sufficient cash flows from its planned
business operations as well as to provide sufficient resources to
retire existing liabilities and obligations on a timely basis.

The Company anticipates offering future sales of equity
securities. However, there is no assurance that the Company will
be able to obtain funding through the sales of additional equity
securities or, that such funding, if available will be obtained on
terms favorable to or affordable by the Company.

                      About Prime Star Group

Headquartered in Henderson, Nevada, Prime Star Group, Inc. (OTC:
PSGI) formerly known as American Water Star, Inc. --
http://www.americanwaterstar.com/-- is not engaged in any
commercial operations.  Prior to November 2005, the company was
engaged in developing, marketing, selling and distributing bottled
water with four branded beverages, which include Hawaiian Tropic,
Geyser Fruit, Geyser Sport, and Geyser Fruta.  The products were
orientated to the health conscious consumer looking for an
alternative to products containing high sugar and caffeine levels.


PRIVE VEGAS: Asks Court to Dismiss Chapter 11 Case
--------------------------------------------------
Las Vegas Sun's Steve Green reports that The Prive and Living Room
nightclubs are asking the Bankruptcy Court to dismiss their
bankruptcy cases because of a lease issue with Planet Hollywood.

According to Las Vegas Sun, attorneys for Harrah's Entertainment
Inc., which owns Planet Hollywood, have been pressuring Prive and
the Living Room to either pay past-due rent and extra security
expenses or vacate the premises.  According to Las Vegas Sun,
Prive said, "The debtors are unable to operate their nightclubs
without the lease and, as such, have no business to reorganize in
Chapter 11.

Las Vegas Sun reports that Prive disclosed in a court filing it
owes Planet Hollywood $300,000 in past-due rent and other charges
under the lease plus "an alleged amount of approximately $200,000
in fines arising from county code violations at the leased
premises."  After deducting a credit of $68,000 Prive claims to be
owed, Prive may owe Planet Hollywood up to about $440,000, the
nightclubs said in their filing, according to Las Vegas Sun.
Prive also disclosed it may be liable for $1.5 million owed to
construction companies that built out the Prive space.

Las Vegas Sun says Prive, facing a deadline of Saturday to "assume
or reject the lease" under the bankruptcy laws, said it's decided
to reject the lease.

According to Las Vegas Sun, Prive said in the court filing that,
"Planet Hollywood has informed the debtors that it is unwilling to
restructure the lease obligations and/or amortize the amounts owed
thereunder -- totaling up to nearly $2 million in past-due lease
charges plus potential mechanics' lien (construction claims) --
under a Chapter 11 plan."  Prive added that, "Without any
concession by Planet Hollywood, the debtors are unable to assume
the lease."

According to the report, Prive said conversion of their cases to a
Chapter 7 liquidation would not be feasible since Prive's physical
assets are worth far less than what is owed to Planet Hollywood.
Prive said Planet Hollywood's execution of its lien against Prive
"would leave no value for the estate and unsecured creditors in a
Chapter 7 liquidation."

The report notes Prive did not say in its filing when or if the
clubs would close.  Planet Hollywood had no immediate comment on
the situation.  The report also says a spokeswoman for club owner
the Opium Group in Miami could not immediately be reached for
comment last week and attempts to reach Prive management in Las
Vegas for comment were unsuccessful.

Las Vegas Sun also notes that Prive has reported that its cash
sales in January 2010 totaled $752,703 and that after payment of
expenses, including rent, it lost about $153,000 for the month.

Bill Rochelle at Bloomberg News reports that Prive Vegas LLC was
unable to negotiate lease concessions from the landlord and filed
a motion last week to dismiss the Chapter 11 case begun in
November.  The Debtor explained how they owed a net of $440,000 to
the landlord for rent arrears and other expenses.  In addition,
there are $1.5 million in mechanics' liens on the property that
would have to be paid were the nightclubs to remain in operation
under the existing lease.

The motion for dismissal is set for a May 4 hearing.

                         About Prive Vegas

Prive Vegas owns the Living Room and Prive, adjacent nightclubs
inside the Planet Hollywood Resort and Casino in Las Vegas.  Prive
Vegas LLC filed for Chapter 11 protection in Miami (Bankr. S.D.
Fla. Case No. 09-34880).  The case was assigned to U.S. Bankruptcy
Judge A. Jay Cristol.  The petition says debt is $1 million to
$10 million while assets are less than $1 million.


PURADYN FILTER: Delays Filing of 2009 Annual Report on Form 10-K
----------------------------------------------------------------
Puradyn Filter Technologies Incorporated failed to file its Annual
Report on Form 10-K for the fiscal year ended December 31, 2009,
by the March 31 deadline.  In a regulatory filing, the Company
said it requires additional time to complete its financial
statements.

As reported by the Troubled Company Reporter on December 1, 2009,
Puradyn reported a net loss of $533,743 on net sales of $398,345
for the three months ended September 30, 2009, compared with a net
loss of $670,293 on net sales of $597,398 for the same period of
2008.  At September 30, 2009, the Company's consolidated balance
sheets showed $1,640,816 in total assets and $7,174,089 in total
liabilities, resulting in a $5,533,273 stockholders' deficit.  The
Company's consolidated balance sheets at September 30, 2009, also
showed strained liquidity with $1,459,292 in total current assets
available to pay $1,645,698 in total current liabilities.

On March 25, 2010, Puradyn's President and Chief Operating Officer
Kevin G. Kroger said the Company continues to make progress in
several areas including research and development.  According to
Mr. Kroger, "As we have mentioned in previous releases, during the
past two-year period of economic uncertainty, a number of our
customers chose to delay ordering and implementing installation
programs.   However, the company has made progress on a number of
different fronts:

     -- Increased Activity in South and Central America.  Over the
        past 6 months we have received orders from Colombia and
        Peru for approximately 600 systems for a variety of
        applications using Volvo or Mercedes Benz engines and
        Allison or Voith transmissions.

     -- Increased activity in the open pit mining industry for
        large haul trucks carrying upwards of 250 tons of material
        from the mine face. Most of these trucks operate 24/7
        making downtime extremely expensive. These trucks will
        require our largest 240 system along with replacement
        filter elements every 300 hours. A simple replacement
        filter change (instead of an oil change) can be done on
        location without shutting down the engine. Oil analysis
        reports have shown an increase in the average hours on oil
        from 250 to 625 hours.

     -- We have extended retrofit programs with domestic and
        international oil services companies.  The majority of the
        targeted equipment will require our largest TF-240 models,
        designed to work with large capacity oil sumps of up to
        300 quarts for engine applications and up to 1,000 gallons
        for hydraulic applications. Together with one of the
        largest companies, we have designed a manifold allowing up
        to 3 of our 240s to be applied to engines using up to 900
        quarts of oil. These large engines, for the most part, are
        used on offshore rigs where the cost of an oil change is
        significantly high.

     -- In December 2009, the Company again renewed its Quality
        Standard ISO 9001:2000 certification.

The Company also filed these patent applications:

     -- A technologically advanced engine-mounted full-flow
        filter/micro-fine bypass filter system with smart sensor
        capability not available from any other competitive
        device. This filter is designed to enhance the
        effectiveness of CGP(R) used to control soot loading and
        increase control over the replenishment rate of additive.
        The filter is configurable for a number of special need
        applications, i.e., to meet specific ISO cleanliness codes
        or to apply specific replenishment additives on a
        condition basis when coupled with a smart sensor.

     -- A cost-effective, high performance filter cartridge and
        filter vessel series addressing pressurized hydraulic and
        closed lubrication system for the mining industry,
        automatic transmissions in transit applications, and
        natural gas vehicles with international trials completed.
        The patent combines the ability to remove water, replenish
        additives, remove contaminants and provide ISO particle
        cleanliness in a compact small-footprint system."

Mr. Kroger concluded, "Our work and expansion in the oil field
service and the open mining industry have opened extensive
opportunities for the application of our larger TF-240 models and
filter elements, which is rapidly beginning to dominate our
manufacturing production.  The addition of our new patent
applications lays the groundwork for expanding Puradyn's position
in the fluid filtration industry and provides the products that
will be required to secure our company's future.

"The progress we make throughout our organization now ensures our
company will stand ready to assist all industries as they
undertake oil maintenance programs to guarantee significant cost
savings; and conservation of valuable and irreplaceable natural
resources."

                       Going Concern Doubt

The Company has incurred net losses each year since inception and
has relied on the sale of its stock from time to time and loans
from third parties and from related parties to fund its
operations.

These recurring operating losses, liabilities exceeding assets and
the reliance on cash inflows from an institutional investor and
current stockholder have led the Company's independent registered
accounting firm Webb & Company, P.A. to include a statement in its
audit report relating to the Company's audited consolidated
financial statements for the year ended December 31, 2008,
expressing substantial doubt about the Company's ability to
continue as a going concern.

                      About Puradyn Filter

Based in Boynton Beach, Florida, Puradyn Filter Technologies Inc.
(OTC BB: PFTI) -- http://www.puradyn.com/ -- designs,
manufactures and markets the puraDYN(R) Oil Filtration System, a
bypass oil filtration product.


RATHGIBSON INC: Court Approves Bonus Plan for 135 Employees
-----------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court signed
an order authorizing RathGibson to make incentive bonus payments
to 135 non insider employees located in the Company's Janesville,
Wisconsin facility.

According to documents filed with the Court, the Company
anticipates an aggregate payout for fiscal year 2011 of $800,000
at maximum performance levels, $667,000 at target, or $200,000 at
budget performance.

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.


RATHGIBSON INC: Sets May 21 Plan Confirmation Hearing
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that RathGibson Inc.
received approval of the disclosure statement explaining its
Chapter 11 plan.  The Debtor will now present the Plan for
confirmation at a hearing on May 21.

According to the report, the bankruptcy judge previously scheduled
a May 19 auction where the first bid of $93 million cash will come
from a group including some of the existing secured lenders and
holders of 70% of the $209.5 million in 11.25% unsecured notes.
The sale finances the plan that is built around a settlement with
creditor groups.

The original plan was negotiated with holders of 73% of the senior
unsecured notes before the Chapter 11 filing in July.

                       About RathGibson Inc.

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

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

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

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


RECTICEL NA: Obtains Plan Confirmation After Modifying Contracts
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Recticel North
America Inc. and affiliate Recticel Interiors North America LLC
won approval of their reorganization plan when the bankruptcy
judge signed a confirmation order on April 9.

All creditors are expected to recover 100% recovery on their
claims pursuant to the plan.  However, general unsecured creditors
of Recticel N.A. and Recticel Interiors N.A. are still considered
as impaired voted on the Plan because they would not
receive any interest on their claims.  Secured claims would
receive "payment in full in cash, delivery of the respective
secured creditor's collateral, or other treatment that renders the
claim unimpaired," all priority and unsecured claims would be paid
in full in cash, and intercompany loans and equity interests would
be retained.

Prior to the Chapter 11 filing, Recticel NA and Recticel Interiors
were unable to renegotiate supply contracts with Johnson Controls
Inc. and Inteva Products LLC, Recticel Interiors' two largest
customers.  Combined, the two customers comprised roughly 80% of
Recticel Interiors NA's sales (both are tier one suppliers to
Mercedes-Benz).  Subsequently, Recticel reached postpetition
settlements with both Johnson Controls and Inteva Products.
Recticel Interiors also reached a settlement with a third
customer, Consolidated Metco, Inc., after seeking to reject its
contract.

                 About Recticel North America

Brussels-based Recticel SA (NYSE Euronext: REC) ---
http://www.recticel.com/-- makes and sells foam filling for
automobiles.

Two units of Recticel -- Recticel North America, Inc., and
Recticel Interiors North America, LLC -- filed for Chapter 11 on
Oct. 29, 2009 (Bankr. E.D. Mich. Case No. 09-73411).

RINA makes and sell interior trim for cars in the United States
and RUNA operates in the manufacture of Colo-fast light-stable
polyurethane compounds, which are used by RINA.  RINA and RUNA
have 250 employees.

Together, the Auburn Hills, Michigan-based companies reported
revenue of $69.6 million in 2008 and $28.3 million for the first
nine months of 2009. Combined assets are $13.9 million, with
combined debt totaling $105.9 million.

The case is In re Recticel North America Inc., 09-73411,
U.S. Bankruptcy Court, Eastern District Michigan (Detroit).


REGENT COMMUNICATIONS: Court Confirms Plan of Reorganization
------------------------------------------------------------
Regent Communications, Inc., disclosed that the United States
Bankruptcy Court for the District of Delaware has confirmed the
Company's Plan of Reorganization.

"The reorganization plan will allow Regent Communications to
emerge from Chapter 11, after only sixty days, with the financial
flexibility necessary to ensure the continued pursuit of our
strategic objectives," said Bill Stakelin, Regent's President and
CEO.  "This new capital structure will allow us to continue to
invest in our operations and maximize our growth potential in the
recovering advertising marketplace."

Regent Communications expects its Plan to become effective on or
about April 27, 2010, once all closing conditions have been met.

All outstanding shares of the Company's common stock will be
extinguished on the Plan's effective date.  As provided in the
Plan, the Company expects that stockholders of record holding
shares on that date will receive a distribution of approximately
$0.128 per share by early to mid May.

On March 1, 2010, Regent Communications and its subsidiaries filed
voluntary joint petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code in the District of Delaware.

                 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.


RONSON CORP: Delays Filing of 2009 Annual Report on Form 10-K
-------------------------------------------------------------
RCLC, Inc., formerly Ronson Corporation, failed to file its annual
report on Form 10-K for the year ended December 31, 2009, by the
March 31 deadline.

Daryl K. Holcomb, RCLC's Vice President and Chief Financial
Officer, said the Company has determined that additional time is
required to finalize its Annual Report on Form 10-K for its fiscal
year ended December 31, 2009, and the financial statements
included therein.  Despite diligent efforts, the work necessary to
complete the Form 10-K could not be accomplished in sufficient
time to permit the filing  on the due date of March 31 without
unreasonable effort and expense.

The Company disclosed on February 1, 2010, it held a Special
Meeting of Shareholders for, among other things, the approval of
two asset sale transactions and, at the meeting, received
shareholder approval for the two transactions.  Subsequently, one
transaction, the Company's sale of its consumer products business,
closed on February 2, 2010, and the second transaction, the
Company's sale of its aviation services business, is expected to
close shortly.

Ms. Holcomb says the Special Meeting of Shareholders and the two
sale transactions have required the expenditure of significant
time and effort by management and have diverted management's
attention from the general operations of the Company.
Additionally, in recent months the Company has reduced personnel,
further impacting our ability to address routine matters such as
periodic filing obligations, in addition to the extraordinary sale
transactions being effected.  For these reasons, as previously
indicated, despite diligent efforts the Form 10-K could not be
completed for the March 31, 2010 filing date.

Ms. Holcomb also relates that as the Company has disclosed to date
in its reports pursuant to the Securities Exchange Act of 1934,
net losses in the most recently completed fiscal year ended
December 31, 2009, have been significantly greater than the losses
reported in the prior fiscal year ended December 31, 2008.  The
Company is not yet in a position to estimate the results for the
most recently completed full fiscal year ended December 31, 2009,
as a consequence of the matters set forth in Part III of this Form
12b-25.

                   About Ronson Corporation

Somerset, New Jersey-based Ronson Corporation (Pink Sheets: RONC)
-- http://www.ronsoncorp.com/-- is the parent company of three
operating units: Ronson Aviation, Inc., an aircraft fueling and
servicing company; Ronson Consumer Products Corp., a maker and
distributor of Ronsonol lighter fluid and various other lighter
accessories; and Ronson Corporation of Canada Ltd., which markets
the company's products throughout Canada. The company is engaged
in a series of asset sales as a condition of a forbearance
agreement with its primary lender Wells Fargo Bank, NA.

At September 30, 2009, the Company had $15,333,000 in total assets
against total current liabilities of $16,516,000, long-term debt
of $13,000, other long-term liabilities of $1,724,000, and other
long-term liabilities of discontinued operations of $494,000,
resulting in $3,414,000 in stockholders' deficiency.

At September 30, 2009, the Company had both a deficiency in
working capital and a stockholders' deficit.  In addition, the
Company was in violation of certain provisions of certain short-
term and long-term debt covenants at September 30, 2009 and
December 31, 2008.

The Company's losses and difficulty in generating sufficient cash
flow to meet its obligations and sustain its operations, as well
as existing events of default under its credit facilities and
mortgage loans, raise substantial doubt about its ability to
continue as a going concern.


SANSWIRE CORP: Rosen Seymour Raises Going Concern Doubt
-------------------------------------------------------
Sanswire Corp. filed on April 5, 2010, its annual report on
Form 10-K for the year ended December 31, 2009.

Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced significant losses and negative cash flows,
resulting in decreased capital and increased accumulated deficits.

The Company reported a net loss of $9.4 million on $0 revenue for
2009, compared to a net loss of $4.6 million on $0 revenue for
2008.

The Company's balance sheet as of December 31, 2009, showed
$3.7 million in assets and $17.7 million of debts, for a
stockholders' deficit of $14.0 million.

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

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

Aventura, Fla.-based Sanswire Corp. is focused on the design,
construction and marketing of various aerial vehicles most of
which would be capable of carrying payloads that provide
persistent surveillance and security solutions at various
altitudes.  The airships and auxiliary products are intended for
end users that include military, defense and government-related
entities.


SBA TELECOMMUNICATIONS: Moody's Cuts Ratings on Sr. Notes to 'Ba3'
------------------------------------------------------------------
Moody's Investors Service downgraded its senior unsecured note
ratings for SBA Telecommunications, Inc., an indirect wholly-owned
subsidiary of SBA Communications Corp., to Ba3 from Ba2, based on
worsening Loss Given Default expectations given the addition of
new debt in SBAC's capital structure that ranks above the SBAT
senior unsecured notes.  The new debt includes a $500 million
senior secured revolving credit facility and the $1.23 billion
securitization issue, which combined resulted in a net increase of
about $300 million in outstanding debt.

Proforma for the securitization financing, the company's financial
leverage (Moody's adjusted Debt/EBITDA, including capitalized
operating leases) rises to about 8.7x, from 7.9x at year-end 2009.
However, Moody's believes that based on expected EBITDA growth,
adjusted leverage should fall to less than 7.5x by the end of
2010, which is roughly in-line with Moody's previous expectations.
Hence, the Ba3 corporate family and probability of default ratings
were affirmed.  As part of the rating actions, Moody's also
affirmed the company's SGL-1 speculative grade liquidity rating,
indicating very good short-term liquidity given solid cash
balances and healthy internal cash flow generation as forecast.

Downgrades:

Issuer: SBA Telecommunications, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3,
     LGD4, 59% from Ba2, LGD2, 27%

SBAC's Ba3 CFR reflects the company's high debt load and leverage
relative to peers, which is due in large part to debt-financed
acquisitions, and somewhat to the company's previous shareholder-
friendly activities through 2008.  The rating does consider the
company's scale as well as the stability of much of its revenues
and cash flow generation, which are predominantly derived from
contractual relationships with the largest wireless operators in
the U.S. Moody's believes that the fundamentals of the wireless
tower sector are likely to remain favorable through the next
several years.  SBAC's demonstrated strong earnings and cash flow
momentum enabled it to maintain a consistent leverage profile even
as it has now added about $300 million of new debt, proforma for
the recent securitization issuance.  Finally, the rating reflects
Moody's view that SBAC will likely remain acquisitive over the
rating horizon, and that it will target adjusted Debt/EBITDA
leverage of between 7.0x and 8.0x.

The SGL-1 liquidity rating reflects Moody's view that pro-forma
for the $1.23 billion securitization offering, SBAC will have very
good liquidity characterized by solid operating cash flow, high
cash balances, and full access to its $500 million revolver, with
no near term debt amortization requirements.

Moody's most recent rating action on SBAC and SBAT was on July 20,
2009, at which time Moody's assigned a Ba2 rating to the company's
new senior unsecured notes.

Based in Boca Raton, FL, SBAC is a wireless tower operator.


SIX FLAGS: Files Revised Credit Agreements for Plan
---------------------------------------------------
Bill Rochelle at Bloomberg News reports that Six Flags Inc., which
is scheduled to present its revised reorganization plan for
confirmation on April 28, submitted revised first- and second-lien
credit agreements yesterday, along with a revised incentive plan
for managers.  The amended plan was filed April 2 to implement the
settlement announced in bankruptcy court on March 19.

                           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: Facing Objections to Plan Confirmation
-----------------------------------------------------
Smurfit-Stone Container Corp. is facing opposition to the
confirmation of its Chapter 11 plan from numerous stakeholders,
including Dow Chemical Co., the U.S. trustee, noteholders and
equity holders.

Aurelius Capital Management LP and Columbus Hill Capital
Management L.P., managers of certain funds that are beneficial
holders of certain notes, assert that the Debtors' Chapter 11
Plan of Reorganization fails to satisfy the standards for
confirmation under the Bankruptcy Code because it:

  * was not proposed in good faith as required by Section
    1129(a)(3) of the Bankruptcy Code;

  * does not meet the "best interests" test of Section
    1129(a)(7) of the Bankruptcy Code as to Debtor Stone
    Container Finance Company of Canada II's creditors;

  * inappropriately limits the recoveries on direct claims
    against Finance II to recoveries on a certain "Wind-up
    Claim" rather than permitting the direct claims to recover
    from all assets of Finance II; and

  * violates the "Absolute Priority Rule" because the sale of
    the Debtors' Canadian assets allows the Debtors to
    effectively retain equity interest in the assets without
    paying creditors in full.

Manufacturers and Traders Trust Company, solely as indenture
trustee for the 7.375% Senior Notes due July 15, 2014, issued by
Stone Container Finance Company of Canada II and guaranteed by
Smurfit-Stone Container Enterprises, Inc., asks the Court not to
confirm the Debtors' Chapter 11 Plan of Reorganization because
the Debtors are attempting to improperly alter or impair the
rights of Stone FinCo II against SSCE and SSC Canada under the
Plan.  It assets that because of the nature of the issuance of the
7.375% Senior Notes and the structure of the transaction, there
are multiple avenues of recovery that will benefit the 7.375%
Senior Noteholders, which include:

  -- a direct claim against Debtor Stone FinCo II;

  -- a direct claim on a guaranty against Debtor SSCE;

  -- a claim held by Stone FinCo II against Debtor SSCE whereby
     SSCE is required under Canadian law to make contributions
     to Stone FinCo II in an amount sufficient to satisfy all of
     Stone FinCo II's debts and obligations; and

  -- a claim held by Stone FinCo II against Debtor SSC Canada
     regarding an intercompany loan.

Roberta A. DeAngelis, the United States Trustee for Region 3,
asks the Court not to confirm the Debtors' Chapter 11 Plan of
Reorganization because:

  (a) the release provisions in a section of the Plan and a
      certain exculpation clause in the Plan are overbroad and
      grant full releases for certain parties that had no
      connection, nor provided any contribution to the Chapter
      11 cases; and

  (b) certain miscellaneous Plan sections are in violation of
      various provisions of the Bankruptcy Code.


Missoula Area Economic Development Corporation, noted that the
Plan fails to provisions for the sale of Smurfit's Frenchtown
plant in Missoula, Montana and does not explain what, if any (a)
environmental impact the continued idle state of the plant may
cause, including the build up of residual wood material in the
surrounding area, (b) responsibility the Debtors will take for any
problems, or (c) reserve of funds will be established to remediate
any problems.

The Dallas County, El Paso, Gregg County, Harris County, Smith
County, Sulphur Springs, Sulphur Springs ISD, and Tarrant County,
political subdivisions of the state of Texas, authorized to assess
and collect taxes, object to the impaired treatment of their ad
valorem tax claims under the Plan.

Mark W. Mayer, Larry C. Welsh and Brandi Young -- the "ERISA
Objectors" -- individually, and on behalf of the Smurfit-Stone
Container Corporation Savings Plan, the Jefferson Smurfit
Corporation Hourly Savings Plan, The Smurfit-Stone Container
Corporation Hourly Savings Plan, and the St. Laurent Paperboard
Hourly Savings Plan, and all others similarly situated, on whose
behalf the ERISA Objectors have asserted claims against Smurfit
Stone Container Corporation and Smurfit Stone Container
Enterprises Inc., filed proof of claims against both SSCC and
SSCE asserting claims under ERISA in an amount up to $100
million.  The ERISA Objectors object to their claims against SSSC
getting no distribution.

PPL EnergyPlus LLC timely filed a proof of claim for $7,528,856 in
damages, plus attorneys' fees and interest, based on the Debtors'
rejection of a supply contract.  It complains that the Plan
contains conflicting provisions regarding the timing of
distributions to holders of disputed claims.

The CIT Group/Equipment Financing, Inc., is a secured creditor of
Debtor Calpine Corrugated LLC pursuant to a certain amended and
restated credit agreement.  Calpine's obligations under the
Credit Agreement are guaranteed by Debtor Smurfit-Stone Container
Enterprises, Inc.  Accordingly, CIT holds an allowed unsecured
claim against SSCE on account of its guarantee of Calpine's
obligations under the Credit Agreement.  CIT Group asserts it is
entitled to interest at the post default rate after Calpine
defaulted under the Credit Agreement on February 1, 2009.  CIT
Notes the Plan does not provide for Calpine's payment of Default
Interest to CIT and, thus, fails to treat CIT's claim fairly and
equitably.

Bond Safeguard Insurance Co. and Lexon Insurance Co. are sureties
on certain performance bonds, license and permit bonds, financial
guaranty bonds and other surety bonds executed on behalf of the
Debtors as principal on various projects and obligations.  Bond
and Lexon complain that the Plan is devoid of any explanation as
to the Debtors' intentions or treatment of the outstanding surety
bonds.

Catalyst Paper, Inc. provided services to the Debtors before the
Petition Date on credit, which, according to Catalyst, the
Debtors have not fully paid.  Catalyst filed Claim No. 11389
against the Debtors for $7,016,691, of which $7,012,000, according
to Catalyst, is entitled to priority pursuant to Section 507(a)(2)
of the Bankruptcy Code.  Catalyst says failure to provide for
payment of its administrative expense priority claim acts as a bar
to the Court's confirmation of the Plan.

The Montana Department of Revenue has a priority tax claim
against the Debtors for $1,220,584 in addition to $180,937 in
unsecured, non-priority penalties for a total claim of
$1,401,485.  According to Lynn Hamilton Butler, Esq., at Brown
McCarroll LLP, in Austin, Texas -- lbutler@mailbmc.com -- Montana
DOR objects to confirmation of the Debtors' Chapter 11 Plan of
Reorganization because it, among other things, fails to contain
post-confirmation default provisions.

Fort Worth ISD, Arlington ISD, and Eagle Mountain-Saginaw ISD
submitted to the Court their objection to the Debtors' Chapter 11
Plan of Reorganization.  FWISD, et al. are fully secured ad
valorem tax creditors of the Debtors and hold first priority
perfected liens against certain property of the Debtors' estate.
According to Elizabeth Banda Calvo, Esq., at Perdue Brandon
Fielder Collins & Mott LLP, in Arlington, Texas --
ebcalvo@pbfcm.com -- FWISD, et al. object to confirmation of the
Plan to the extent that it, among other things, treats their
claims as anything other than secured claims.

The United States, on behalf of the United States Department of
Agriculture Forest Service, the Defense Commissary Agency, and
the United States Postal Service, and Small Business
Administration objects to the confirmation of the Debtors'
Chapter 11 Plan of Reorganization.  DeCA has a general unsecured
claim against Debtor Smurfit- Stone Container Enterprises for
$30,302 and an administrative expense claim of $3,523.  USPS filed
a general unsecured claim against SSCE for $13,421.  The Small
Business Administration filed a secured claim for $438,565, which
is secured by a mortgage on two parcels of land in St. Charles,
Illinois.  The U.S. opposes a section of the Plan that enjoins any
person holding a claim from setting off against or otherwise
recouping in any manner, directly or indirectly, any amount
against any liability or obligation that is discharged.

The state of Oregon, acting through the Oregon Department of Fish
and Wildlife, filed Claim No. 5353 for $113,323 in unreimbursed
natural resource damage assessment costs attributable to a
certain property known as the Portland Harbor Superfund site.
According to Carolyn G. Wade, Esq., the senior assistant attorney
general of the Oregon Department of Justice, the Debtors' Chapter
11 Plan of Reorganization attempts to avoid the effect of Section
502(a) of the Bankruptcy Code, which provides that a claim filed
under Section 501 of the Bankruptcy Code is deemed allowed,
unless a party-in-interest objects.

Certain clients of Baron & Budd P.C. with claims against Debtor
Smurfit-Stone Container Enterprises, Inc. arising from personal
injuries, ask the Court to deny confirmation of the Debtors'
Chapter 11 Plan of Reorganization.  "The Baron & Budd Claimants
are the direct object of unfair treatment and have not consented
to being treated less favorably than the holders of the
Prepetition Noteholder Claims and the Industrial Revenue Bond
Claims.  Accordingly, the Plan discriminates unfairly and is not
confirmable," the counsel asserts.


Pursuant to a certain loan and security agreement, Union Bank of
California made available to debtor Calpine Corrugated LLC a
revolving line of credit with a $12 million maximum amount for
working capital purposes.  UBC objects to confirmation of the Plan
because it fails to provide for the payment in full of all
Obligations while proposing to strip UBC of all Prepetition Liens
and Adequate Protection Liens.

Caterpillar Financial Services Corporation holds a perfected lien
for certain pieces of equipment that CAT Financial leased to the
Debtors.  CAT Financial objects to the entry of an
order confirming the Plan to the extent that it (a) provides for
the assumption of the Leases by the Debtors without paying the
Cure Amount in full on the Effective Date, (b) affects CAT
Financial's interests in the Equipment and (c) fails to fund the
SSCE Distribution Reserve in an amount acceptable to CAT
Financial on account of (i) any disputed portion of a general
unsecured claim of CAT Financial or (ii) damages relating to
rejection of any Lease.

The Dow Chemical Company and Rohm and Haas Canada LP ask the
Court not to confirm the Debtors' Chapter 11 Plan of
Reorganization.  Before the Petition Date, the Debtors purchased
various products from TDCC and ROH Canada on both a contractual
and spot basis and continue to purchase the products on credit
postpetition.  Although a Chapter 11 plan of reorganization may
provide for the assumption, assignment or rejection of executory
contracts pursuant to Section 1123(b)(2) of the Bankruptcy Code,
the ability is subject to the provisions of Section 365 of the
Bankruptcy Code, Dow's counsel points out.  By deeming certain
executory contracts to be assumed and ratified
upon the occurrence of the effective Date of the Plan, the Plan
violates Section 365(d)(2), which provides in pertinent part that
executory contracts may be assumed or rejected at any time before
the plan is confirmed, the counsel asserts.

California Self-Insurers' Security Fund asserts that the Debtors'
Chapter 11 Plan of Reorganization does not meet the requirements
of Section 1129 of the Bankruptcy Code.  Lee Harrington, Esq., at
Nixon Peabody LLP, in Boston, Massachusetts --
lharrington@nixonpeabody.com -- argues that the
Plan should not be confirmed in its current form because the
Debtors have failed to account for a $900,000 post-confirmation
obligation that must be satisfied in order for the Debtors to
continue self-insuring in California.

The County of Ontonagon, Township of Ontonagon, and Village of
Ontonagon ask the Court to deny confirmation of the Debtors'
Chapter 11 Plan of Reorganization.  James R. Jessup, Esq.,
Ontonagon's prosecuting attorney, relates that the Debtors have
closed their facilities in Ontonagon, Michigan and Missoula,
Montana and are reportedly planning on closing four more
facilities in 2010.  He points out that the Plan does not indicate
how the Facilities are going to be utilized or in any fashion
advise as to their value to the estate.

U.S. Bank Trust National Association, as indenture trustee for
certain utility system bonds, asks the Court not to confirm the
Debtors' Chapter 11 Plan of Reorganization.  Daniel S. Bleck,
Esq., at Mintz Levin Cohn Ferris Glovsky and Popeo P.C., in
Boston, Massachusetts -- dsbleck@mintz.com -- tells the Court that
the Debtors, U.S. Bank, and the Village of Hodge, Louisiana have
an agreement that settles all the Parties' disputes concerning
certain utility system revenue bonds and a certain utility
contract between the Debtors and the Village.  Mr. Bleck notes
that if the Settlement Agreement is approved by the Court prior to
confirmation of the Plan, and all of the conditions of the
Settlement Agreement occur as provided in the Settlement
Agreement, U.S. Bank's Confirmation Objection may be considered
moot.

Holders of Smurfit-Stone Container Corporation common stock
notified the Court of their objection regarding the cancellation
of the company common stock pursuant to the Debtors' Chapter 11
Plan of Reorganization.  The Common Stockholders opposed the
cancellation because:

  * the Debtors' assets exceed their debts;

  * cancellation of the shares is inequitable in that the
    Debtors will not receive a substantial benefit; and

  * the Debtors are fully solvent as evidenced by their ability
    to obtain financing and to continue operations undisturbed.

                      The Chapter 11 Plan

Under the Plan, holders of up to $3.1 billion in unsecured
claims against the operating companies are to receive the new
common stock worth up to 71% of their claims.  Secured
creditors owed $969 million are to be paid in full in cash or
new debt.  Secured creditor CIT Group Inc. is to be paid fully
on the $34.9 million it's owed.  Unsecured creditors of the
holding company owed $11.2 million are to receive nothing

A copy of the latest version of the Disclosure Statement is
available for free at:  http://bankrupt.com/misc/SmrftLtstDS.pdf

A copy of the latest version of the Plan is available for free
at http://bankrupt.com/misc/SmrftLtstPlan.pdf

                      About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Proposes to Enter Into Exit ABL Revolving Facility
-----------------------------------------------------------------
TOUSA Inc. and its units seek the Court's approval to (a) enter
into a Senior Secured ABL Revolving Exit Facility, and (b) execute
and perform all obligations under that certain credit agreement,
and any related credit facility agreement with:

  -- Deutsche Bank AG New York Branch;
  -- Deutsche Bank Securities Inc.;
  -- JPMorgan Chase Bank, N.A.;
  -- J.P. Morgan Securities Inc.;
  -- General Electric Capital Corporation;
  -- GE Capital Markets, Inc.;
  -- Bank of America, N.A.;
  -- Banc of America Securities LLC; and
  -- Wells Fargo Capital Financing LLC;
  -- The Bank of Nova Scotia; and
  -- Regions Bank and certain other financial institutions that
     from time to time become lenders under the ABL Facility;

and (c) approving as an administrative expense claim against
Smurfit-Stone Container Corporation, Smurfit-Stone Container
Enterprises, Inc., and the other borrowers under the ABL Facility
any indemnification, cost reimbursement and fee obligations
accruing or payable on or prior to the date upon which all of the
conditions specified in the Credit Agreement are satisfied.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois
-- jconlan@sidley.com -- notes that a key element of the
restructuring contemplated by the Debtors' Chapter 11 Plan of
Reorganization is the availability of exit financing that
provides sufficient funding for the Debtors to meet their cash
obligations under the Plan, and for the reorganized Debtors to
have sufficient working capital for their business operations and
general corporate purposes.

The Plan provides that certain of the Debtors will enter into
definitive documentation for their exit financing on or prior to
the effective date of the Plan.  In that regard, Mr. Conlan says
that certain Debtors have already executed the credit agreement
for their $1.2 billion exit Term Loan Facility, previously
authorized by the Court.

The Debtors previously sought and obtained authority to enter
into the ABL Facility Commitment Documents, which constituted the
first step in arranging the Debtors' $650,000,000 ABL Facility.

The Debtors also filed, as an exhibit, the Commitment Letter and
a Summary of Terms and Conditions which set forth the proposed
terms and conditions of the ABL Facility.

Upon execution of the ABL Facility Commitment Documents, DBNY,
JPMCB, GECC, BOA, Wells Fargo, Scotia and Regions committed to
financing the $650,000,000 ABL Facility.  The Debtors stated in
the ABL Facility Commitment Motion that they would separately
seek the Court's authority to enter into definitive documentation
for the ABL Facility.

Mr. Conlan tells the Court that the Debtors and the Agents have
negotiated a comprehensive credit agreement in good faith based
on the terms and conditions provided for in the Term Sheet.  He
notes that the Credit Agreement is in substantially final form.
A copy is available for free at:

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

The Credit Agreement provides for the $650,000,000 ABL Facility,
consisting of a $550 million U.S. Facility and a $100 million
Canadian Facility, that the Debtors will use, together with cash
on hand, to satisfy certain obligations under the Plan and for
general corporate purposes and working capital needs.

The Credit Agreement provides that it and the rights and
obligations of the parties thereunder will become effective after
the Court's approval, the execution of agreement by relevant
parties, and satisfaction of all of the conditions the Credit
Agreement specifies.

However, the obligations of the Lenders to actually make loans
and issue letters of credit under the Credit Agreement will not
be effective until the "Funding Date," which is the date upon
which all of the conditions specified in the Credit Agreement are
satisfied and is anticipated to be the effective date of the
Plan.

The Credit Agreement provides that the Debtors will pay the fees
payable to the Agents.

Mr. Conlan notes that while the Joint Fee Letter and the Agent
Fee Letter were filed under seal pursuant to the ABL Facility
Commitment Order, the Debtors agreed to disclose an aggregate
amount of the fees, costs and expenses related to the ABL
Facility upon seeking authority to enter into a definitive credit
agreement.

Mr. Conlan discloses that the estimated aggregate amount of fees
and expenses payable by the Debtors in connection with the ABL
Facility is approximately $25,000,000, which includes fees and
expenses in respect of (i) the Arrangement and Commitment Fees,
(ii) counsel for the Agents and for the Debtors, (iii) financial
advisors for the Debtors, (iv) out-of-pocket costs for the
Agents, (v) Intra-Links and (vi) other miscellaneous expenses.

The Credit Agreement provides that any fees, expenses,
indemnities or other amounts set forth in the Credit Agreement
accruing or payable on or prior to the Funding Date will be
treated as administrative expense claims against SSCC, SSCE and
the other borrowers under the ABL Facility.

Mr. Conlan contends that the Debtors have negotiated the terms of
the Credit Agreement in good faith and at arm's-length with the
Agents after considering several potential options for exit
financing and after receiving authority to enter into the ABL
Facility Commitment Documents in the ABL Facility Commitment
Order.

                      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: Establishes SSCE Distribution Reserve
----------------------------------------------------
Pursuant to their Chapter 11 Plan of Reorganization, Tousa Inc.
and its units Debtors notify parties-in-interest that they are
establishing an "SSCE Distribution Reserve."

By establishing the Reserve, the Debtors are required to file a
notice if the proposed reserve amount for any disputed claim is
less than the amount of a filed proof of claim.

Accordingly, the Debtors submitted to the Court these lists:

   List of Holders of Disputed Claims:

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

   List of Unliquidated Claims:

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

   List of Counterparties to Contracts:

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

                        Parties Objects

Seventeen parties submitted responses to the Debtors' Notice.
The Parties argue that the Debtors are trying to reduce the
amounts of their claims without explanation.  The Parties assert
that they are entitled to the full amounts.

The Parties are:

  -- Realty Southwest Limited Partnership;
  -- William G. Fields;
  -- The Operating Industries Steering Committee;
  -- Teamsters District Council No. 2;
  -- Florida Self-Insurers Guaranty Association;
  -- Allan Dean Doty;
  -- The State of Montana Department of Environmental Quality;
  -- Caterpillar Financial Services Corporation;
  -- Ohio Environmental Protection Agency;
  -- Blue Heron Paper Company;
  -- The State of California;
  -- PPL EnergyPlus LLC;
  -- Edward Trachtenberg;
  -- Motion Industries, Inc.;
  -- William Baca;

  -- Edward and Jill Hartzheim and Continental Western Insurance
     Co.; and

  -- certain clients of Baron & Budd P.C. who have personal
     injury claims against Debtor Smurfit Stone Container
     Enterprises, Inc.

                      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)


SPRINT NEXTEL: Files Supplement to Stock Option Exchange Program
----------------------------------------------------------------
Sprint Nextel Corp. filed with the Securities and Exchange
Commission a supplemental information to its Stock Option Exchange
Program.  "Based on questions received since the announcement of
the Proposed Stock Option Exchange Program and publication of FAQs
on March 29, we are publishing this Supplement to address commonly
asked questions," Sprint Nextel said.

Most questions are already answered in the published materials and
any additional questions can be sent to StockOptions@Sprint.com.
If the Stock Option Exchange Program is approved and commenced,
additional materials will be published at a later time.

Sprint Nextel anticipates that the Option Exchange Program would
be open to all U.S. employees of Sprint Nextel and its wholly
owned subsidiaries, except Sprint's most senior leadership team
listed as the "named executive officers" in Sprint's 2010 proxy
statement, who:

     -- remain employed at Sprint through the grant date of the
        new options, and

     -- hold eligible stock options.

Because Clearwire is not a wholly owned subsidiary of Sprint,
employees of Clearwire who hold outstanding Sprint stock options
would not be eligible.  In addition, former Sprint employees who
are now employees of an outsourcing vendor (e.g., Ericsson) or who
are receiving salary separation pay from Sprint would not be
eligible as they are not currently Sprint employees.

Employees on a leave of absence would be eligible to participate
in the Option Exchange Program and would be provided all
applicable information even if they do not have access to their
Sprint e-mail account while on leave.

The Option Exchange Program would not be open to Board members.

The Option Exchange Program has not yet commenced.  Sprint will
file a Tender Offer Statement on Schedule TO with the Securities
and Exchange Commission upon the commencement of the Option
Exchange Program.  Persons who are eligible to participate in the
Option Exchange Program should read the Tender Offer Statement on
Schedule TO and other related materials when those materials
become available because they will contain important information
about the Option Exchange Program.

Sprint shareholders and option holders will be able to obtain the
written materials and other documents filed by Sprint with the SEC
free of charge from the SEC's Web site at http://www.sec.gov/ In
addition, shareholders and option holders may obtain free copies
of the documents filed by Sprint with the SEC by directing a
written request to:

     Sprint Nextel Corporation
     6200 Sprint Parkway
     Overland Park, KS 66215
     Attention: Investor Relations

                      About Sprint Nextel

Overland Park, Kansas-based Sprint Nextel Corporation --
http://www.sprint.com/-- offers a comprehensive range of wireless
and wireline communications services bringing the freedom of
mobility to consumers, businesses and government users. Sprint
Nextel is widely recognized for developing, engineering and
deploying innovative technologies, including two wireless networks
serving more than 48 million customers at the end of the third
quarter of 2009 and the first and only 4G service from a national
carrier in the United States; industry-leading mobile data
services; instant national and international push-to-talk
capabilities; and a global Tier 1 Internet backbone.

As of December 31, 2009, the Company had $55.424 billion in total
assets against $37.329 billion in total liabilities.  The December
31 balance sheet showed strained liquidity: as of December 31,
2009, the Company had $8.593 billion in total current assets
against $6.785 billion in total current liabilities.

Sprint has posted a net loss for three consecutive years --
reporting a net loss of $2.436 billion in 2009 from a net loss of
$29.444 billion in 2007 and $2.796 billion in 2008.

                           *     *     *

Sprint Nextel carries Moody's Investors Service's Ba1 corporate
family rating and Standard & Poor's Ratings Services' BB issuer
credit rating.


TAMARACK RESORT: Court Converts Chapter 7 Case to Chapter 11
------------------------------------------------------------
Bankruptcy Judge Terry Myers, in an order signed on April 9,
converted Tamarack Resort LLC's involuntary chapter 7 case to a
chapter 11 reorganization, according to American Bankruptcy
Institute.

The bankruptcy judge had written a March 17 opinion granting a
request by three creditors to put Tamarack Resort LLC to
involuntary Chapter 7 bankruptcy.  Tamarack conceded that it
wasn't paying debts as they mature, the principal requirement for
being tossed into bankruptcy involuntarily.  Instead, Tamarack
argued that there weren't the three required petitioning creditors
with undisputed claims.  The bankruptcy judge, however, found
three creditors with undisputed claims and granted the petition to
put Tamarack into involuntary bankruptcy.

A Chapter 7 trustee will be appointed to liquidate the assets.

Tamarack Resort LLC, a golf and ski resort in Valley County,
Idaho, was sent to Chapter 7 after creditors submitted an
involuntary petition (Bankr. D. Idaho Case No. 09-03911).  The
petitioning creditors include an affiliate of Bank of America
Corp. owed $4.7 million.

The project's 27.5% owner, VPG Investments Inc., filed for Chapter
11 reorganization in 2008, only to have the petition dismissed in
October 2008 at the request of the secured creditor, Credit
Suisse, Caymans Islands Branch.  VPG was controlled by Mexican
businessman Alfredo Miguel Afif.  Credit Suisse, the agent for the
secured lenders, characterized VPG's Chapter 11 case as "a classic
example of a bad faith filing" made "solely as a litigation
tactic" to stop foreclosure.


TESORO CORP: S&P Gives Negative Outlook; Affirms 'BB+' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
independent refiner Tesoro Corp. to negative from stable.  At the
same time, S&P affirmed its ratings on the company, including the
'BB+' corporate credit rating.  As of Dec. 31, 2009, San Antonio,
Texas-based Tesoro Corp. had $3.1 billion in debt, adjusted for
operating leases, accrued interest and asset retirement and
postretirement obligations.

"The negative outlook reflects Tesoro's weak performance through
2009, and S&P's expectations that 2010 performance will remain
poor," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.  Refining industry conditions are challenging, with
weak refining margins, narrow crude oil differentials, and
currently weak industry utilization.  Industry profitability has
also been pressured by new refining capacity that has come on-line
both in the U.S. and globally.  Even though S&P's ratings
incorporate the extreme volatility of the refining industry, the
current downturn is longer and deeper than expected.  There is
also uncertainty as to when the economy and, concurrently, demand
for refined products will recover.  S&P does note, however, that
S&P expects Tesoro's assets to outperform other refineries when
the industry improves due to their asset quality and market
positions.

The ratings on Tesoro are based on a satisfactory business risk
profile that reflects the company's strong asset quality, its
ability to process cheaper crude oil grades, and traditionally
favorable characteristics of its the West Coast and Mid-Continent
market.  Nevertheless, the ratings also encompass Tesoro's
position in the extremely volatile and erratically profitable
refining industry, current refining margins and narrow oil quality
differentials, and considerable fixed costs.  As of Dec. 31, 2009,
Tesoro has $3.1 billion of adjusted debt.  The company's book debt
was $1.84 billion.

The negative outlook reflects Tesoro's reduced profitability and
hence weak financial metrics; it also incorporates the uncertainty
as to when the economy will recover.  S&P would consider an
outlook revision to stable if there is strong proof of economic
recovery and concurrently an improvement of refining industry
conditions.  Conversely, after reassessing the market conditions
especially after the third quarter, if S&P feel that the current
trough will continue for a prolonged period S&P will consider a
downgrade.  S&P would also consider a downgrade if total liquidity
worsens below $500 million with no expectations of improving
operating conditions.


THOMAS SCHULTHEIS: Court Sets June 30 as Claims Bar Date
--------------------------------------------------------
The Hon. Robin L. Riblet of the U.S. Bankruptcy Court for the
Central District of California has established June 30, 2010, as
the last day for any individual or entity to file proofs of claim
against Thomas K. Schultheis and Toni L. Schultheis.

Santa Barbara, California-based Thomas K. Schultheis and Toni L.
Schultheis filed for Chapter 11 on November 25, 2009 (Case C.D.
Calif. No. 09-14964).  The Debtors say they do not have unsecured
creditors who are non-insiders.  In their petition, the Debtors
listed assets and debts both ranging from $10,000,001 to
$50,000,000.  According to the schedules, the Debtor has assets
of $34,888,100, and total debts of $10,450,000.


TIBURON VIEW: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Tiburon View Apartments, LP
        16895 Oakmont Drive
        Omaha, NE 68136

Bankruptcy Case No.: 10-81025

Chapter 11 Petition Date: April 8, 2010

Court: United States Bankruptcy Court
       District of Nebraska (Omaha Office)

Judge: Not Available

Debtor's Counsel: J.P. Sam King, Esq.
                  McGill, Gotsdiner, Workman & Lepp, P.C.
                  11404 West Dodge Road, Suite 500
                  Omaha, NE 68154
                  Tel: (402) 492-9200
                  Fax: (402) 492-9222
                  E-mail: samking@mgwl.com

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

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

The Debtor did not file a list of creditors together with its
petition.

The petition was signed by Todd Fisher, General Partner.


TRIBURON POINTE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Tiburon Pointe Apartments, L.L.C., Debtor
        16895 Oakmont Drive
        Omaha, NE 68136

Bankruptcy Case No.: 10-81026

Chapter 11 Petition Date: April 8, 2010

Court: United States Bankruptcy Court
       District of Nebraska (Omaha Office)

Judge: Not Available

Debtor's Counsel: J.P. Sam King, Esq.
                  McGill, Gotsdiner, Workman & Lepp, P.C.
                  11404 West Dodge Road, Suite 500
                  Omaha, NE 68154
                  Tel: (402) 492-9200
                  Fax: (402) 492-9222
                  E-mail: samking@mgwl.com

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

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

The Debtor did not file a list of creditors together with its
petition.

The petition was signed by Todd Fisher, Manager.


TITLEMAX HOLDINGS: Wins Confirmation of Full-Payment Plan
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Titlemax Holdings LLC
has received confirmation of its Chapter 11 plan.  The Plan
promises to pay all creditors in full.  Secured lender Merrill
Lynch Mortgage Capital Inc., owed $149.5 million, will be paid off
with a new, two-year note.  Subordinated noteholders owed $4.7
million will receive new notes. General unsecured creditors with
$2.5 million in claims likewise will be paid in full, with
interest.

Savannah, Georgia-based Titlemax Holdings LLC dba TitleMax,
TitleBucks, US TitlePawn, American Title, and CheckMax is a
Closely held title-lending company with about 550 locations in
seven states -- Georgia, South Carolina, Tennessee, Mississippi,
Missouri, Virginia and Illinois.  It holds customers' vehicle
titles in exchange for cash.  The Company was founded in 1998 and
has 1,800 employees.  The Company and its affiliates filed for
Chapter 11 protection on April 20, 2009 (Bankr. S. D. Ga. Lead
Case No. 09-40805).  DLA Piper LLP represents the Debtors in its
restructuring efforts.  The U.S. Trustee for Region 21 appointed
seven creditors to serve on the official committee of unsecured
creditors.  Titlemax has assets and debts both ranging from
$100 million to $500 million.


TOUSA INC: Wants to Use Cash Collateral Pending Lawsuit Appeal
--------------------------------------------------------------
TOUSA, Inc. and its debtor affiliates seek Judge John Olson of the
U.S. Bankruptcy Court for the Southern District of Florida's
permission to use the cash collateral of their prepetition lenders
on and after May 1, 2010.

To recall, Citicorp North America, Inc. and Wells Fargo Bank,
N.A., as administrative agents to the Prepetition Lenders,
commenced appeals in the U.S. District Court for the Southern
District of Florida of the Bankruptcy Court's October 13, 2009
final judgment, as amended, with respect to an adversary complaint
commenced by the Official Committee of Unsecured Creditors against
the Debtors' prepetition lenders.

The Appeals remain pending as of March 31, 2010.

The Debtors aver that the outcome of the Appeals is significant to
the terms of their authority to use Cash Collateral.  Thus, as
previously reported, the Debtors, the Prepetition Lenders and the
Committee agreed on the Debtors' continued access of the Cash
Collateral through April 30, 2010, on terms substantially similar
to those included in previous Cash Collateral Use Orders.  The
Court approved the parties' agreement under its Fifth Cash
Collateral Order dated January 8, 2010.

The Fifth Cash Collateral Order also affords any party to seek
review and revision of the terms of the Cash Collateral Order by
the Bankruptcy Court in connection with the Appeals, Paul Steven
Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida --
singerman@bergersingerman.com -- relates.

As a decision has not yet been made in the Appeals, the Debtors,
the Prepetition Lenders and the Creditors' Committee are in
discussions regarding the terms of an agreed order that would
permit the Debtors to continue to use Cash Collateral, likely on
terms substantially similar to the terms contained in the Fifth
Cash Collateral Order.

The Debtors relate that they also intend to provide additional
information regarding the proposed terms of Cash Collateral use
to the Bankruptcy Court and other parties-in-interest by filing a
proposed order no later than three days before the hearing on the
Cash Collateral Motion.  If the concerned parties agree on the
proposed terms, the proposed order will reflect that agreement.
If the parties are unable to reach agreement, the Debtors will
seek to use Cash Collateral on their proposed terms, and will
file a supplement to the Cash Collateral Motion seeking interim
authorization for Cash Collateral use.

Mr. Singerman stresses that it is critical that the Debtors
maintain access to Cash Collateral to permit them to implement
their wind-down business plan and ultimately formulate a Chapter
11 plan.

Judge Olson is set to consider the Debtors' Further Cash
Collateral Motion on April 15, 2010.

                        About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TOUSA INC: Proposes Tortosa HOA Settlement
------------------------------------------
TOUSA Homes, Inc. seeks the Court's authority to enter into a
settlement and release agreement with the "Tortosa Homeowners'
Association."

TOUSA Homes owns and develops certain lots in a community located
in Pinal County, Arizona, known as Tortosa.  The Tortosa
Homeowners' Association is the property owners' association for
the Tortosa Community.

The Tortosa Community was developed in accordance with the common
scheme of the Master Declaration of Covenants, Conditions and
Restrictions for Tortosa.  Pursuant to the Declaration, TOUSA
Homes and the other property owners in the Tortosa Community are
obligated to pay certain assessments.  Any owner that meets the
definition of "Builder" within the meaning of the Declaration,
including TOUSA Homes, is obligated to pay assessments to the HOA
only on a reduced basis so that Builders pay 25% of the
assessments paid by other property owners.

The Declaration also provides that Builders must fund any budget
shortfalls or operation deficit of the HOA resulting from, among
other things, the Reduced Assessments.  During any period in
which a certain owner may be exempt from payment of the
annual assessments, each Builder, as applicable, will pay or
contribute to the HOA cash as may be necessary to make up any
budget shortfalls of the HOA resulting from the Reduced
Assessments paid by the Builder.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, relates that the Tortosa HOA and TOUSA Homes have
disputed the amounts due and owing by TOUSA Homes to the Tortosa
HOA with respect to Reduced Assessments and Deficiency
Assessments.  The Tortosa HOA filed Claim No. 2060 for $25,392
based on TOUSA Homes' alleged failure to pay prepetition Reduced
Assessments and Deficiency Assessments, as well as and
other fees and costs it incurred.

To resolve all disputes relating to the Reduced Assessments and
Deficiency Assessments, TOUSA Homes and the Tortosa HOA entered
into extensive arm's-length negotiations.  As a result of hose
negotiations, the Parties have entered into the Settlement
Agreement, which incorporates a comprehensive resolution of all
claims relating to the Reduced Assessments and Deficiency
Assessments.

The salient terms of the Settlement Agreement are:

  (a) TOUSA Homes will pay these amounts to the Tortosa
      Association:

      -- $11,347 as full and final settlement of all claims for
         payments of Reduced Assessments and Deficiency
         Assessments through January 29, 2008;

      -- $27,070 as full and final settlement of all claims for
         payments of Reduced Assessments and Deficiency
         Assessments from January 30, 2008 through December 31,
         2008 ;

      -- $38,867 as full and final settlement of all claims for
         payments of Reduced Assessments and Deficiency
         Assessments from January 1, 2009 through December 31,
         2009;

      -- $9,716 as full and final settlement of all claims for
         payments of Reduced Assessments and Deficiency
         Assessments from January 1, 2010 through March 31,
         2010; and

      -- as full and final settlement of all claims for Reduced
         Assessments and Deficiency Assessments for the period
         of April 1, 2010 through the last day of the month in
         which the closing under the Settlement Agreement
         occurs, TOUSA Homes will pay the Tortosa HOA on a
         monthly basis (x) $2,557 with respect to the lots in
         Parcel G, and (y) $681 with respect to the lots in
         Parcel L.

  (b) Upon payment by TOUSA Homes of the Settlement Funds, the
      Tortosa HOA will release and forever discharge TOUSA
      Homes and its affiliates from any and all past, present
      or future claims arising out of the payment of any
      assessments under the Declaration, including the Reduced
      Assessments and the Deficiency Assessments.

  (c) TOUSA Homes will release and forever discharge the Tortosa
      HOA and its affiliates from any and all past, present or
      future claims arising out of the payment of Reduced
      Assessments and Deficiency Assessments through the last
      day of the month in which the closing occurs, including
      any and all defenses to its obligations to the HOA to pay
      any assessments due and owing as to the date of the
      Settlement Agreement and agree to observe all other
      covenants under the HOA's governing documents, including
      the Declaration.

  (d) Upon full payment by TOUSA Homes of the Settlement Funds,
      the Claim will be deemed withdrawn with prejudice.  Within
      10 days after receipt of the payment, the HOA agrees to
      execute and deliver a Notice of Withdrawal of Proof of
      Claim to TOUSA Homes.

The Settlement Agreement will result in an expedient resolution
of the controversy between the Tortosa HOA and TOUSA Homes with
respect to the disputed Reduced Assessments and Deficiency
Assessments, Mr. Singerman says.  In addition, the release given
by the HOA, together with the withdrawal of the Claim, will
eliminate any further exposure that TOUSA Homes could potentially
face under the Declaration vis-a-vis the Association, he
maintains.

                        About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TOUSA INC: Seeks to Enter into Agreements with Regal Oaks
---------------------------------------------------------
TOUSA Homes, Inc., seeks the Court's authority to enter into a
settlement agreement and a termination agreement relating to a
development known as Regal Oaks at Old Town, located in Osceola
County, Florida.

Regal Oaks is a short-term rental community located in Osceola
County, Florida.  TOUSA Homes developed the Regal Oaks Community,
which consists of 456 units in accordance with a common scheme of
a Declaration of Covenants, Restrictions and Easements for Regal
Oaks at Old Town.  TOUSA Homes has sold 94 of the developed lots
within Regal Oaks.  Of the remaining 362 townhome units, 69 units
have been completed and remain unsold, while 293 lots are
undeveloped.

As previously reported, TOUSA Homes sought and obtained Court
permission to reject a sale and purchase contract it entered with
Superior Homes and Investments, LLC.  TOUSA Homes also sought and
obtained the Court's authority to enter into several agreements
with Superior Homes concerning the Regal Oaks Community, which
include a brokerage agreement, a lease agreement, and an escrow
agreement and marketing agreement.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, tells the Court that a number of disputes arose between
TOUSA Homes and Superior Homes after the rejection of the
Prepetition Contract and entry into the Superior Homes
Agreements.  Among others, TOUSA Homes asserted that Superior
Homes failed to perform as required under the Brokerage
Agreement.  In turn, Superior Homes argued that TOUSA Homes
failed to pay the full amount of the marketing fee due under the
Marketing Agreement.  The Homeowners at the Regal Oaks Community
also alleged that Superior Homes and certain of its affiliates
failed to fulfill their obligation to pay certain operating
expenses for the Regal Oaks Community and return to the
Homeowners any excess of the rental proceeds over the operating
expenses.  The Homeowners have refused to pay the Assessments
invoiced by the Homeowners Association.  "As a result, TOUSA
Homes is funding the operating deficit of the Association," Mr.
Singerman notes.

Given these circumstances, TOUSA Homes initiated negotiations
with the Superior Homes Entities and representatives of the
Homeowners in an effort to (1) terminate the Superior Homes
Agreements, which would allow TOUSA Homes to sell units within
Regal Oaks free of its obligations under the Superior Agreements;
and (b) reach an agreement with the Owners with respect to
ongoing Assessments necessary to maintain the Property and
complete construction of the Regal Oaks clubhouse.

However, in February 2009, an involuntary case under Chapter 7
was commenced against Superior Homes in the United States
Bankruptcy Court for the Middle District of Florida.  Robert
Morrision was appointed as trustee in Superior Homes' bankruptcy
case.

                     Settlement Agreement

After engaging in extended arm's-length negotiations, TOUSA Homes
and the Homeowners entered into a settlement agreement, which
amends the Declaration with the Homeowners' Association and
provides for the entry into the Declaration of Covenants and
Restrictions for Regal Oaks at Old Town Club, among others.

The salient terms of the Settlement Agreement are:

  (a) So long as the Owners have record title to not
      less than 45 units, the Homeowners who execute the
      Settlement Agreement will be entitled to one
      representative on the three member board.

  (b) The Homeowners' assessment obligations for the period
      through March 31, 2010 are waived.  The Homeowners'
      assessment obligations for the period beginning April 1,
      2010 are not waived.

  (c) TOUSA Homes will convey Tracts G and H, which relate to
      the clubhouse property, to the club.

  (d) Existing homeowners will be afforded access to the
      clubhouse facilities under an arrangement that will limit
      future increases in operating costs for club membership to
      7.5% per annum, excluding costs associated with capital
      improvements.

  (e) TOUSA Homes is responsible for the costs of construction
      of any improvements to the club.  However, the Homeowners
      are liable for their pro rata share of the operating costs
      in connection with any capital improvements not exceeding
      the 7.5% per annum cap.

  (f) The Homeowners agree to release TOUSA Homes from any
      claims in any way based 'on the Superior Homes Agreements.

                        Termination Agreement

TOUSA Homes; the Superior Homes Trustee; Regal Oaks at Old Town
Club, LLC; Regal Oaks Realty, LLC; Regal Oaks at Old Town Owners'
Association, Inc.; and Superior Cable Company, LLC entered into
an agreement regarding termination of agreements and preservation
of claims.  As a result of the Termination Agreement, TOUSA Homes
will be free to move forward with the sale of townhome units in
the Regal Oaks Community free from any restrictions otherwise
imposed as result of the Superior Homes Agreements.

The salient terms of the Termination Agreement are:

  (a) The Termination Agreement ends the terms of these
      agreements:

       -- a lease agreement between TOUSA, Inc. and Superior
          Homes;

       -- a lease agreement between TOUSA, Inc. and Old Town
          Club;

       -- a brokerage agreement for Regal Oaks between TOUSA,
          Inc., Regal Oaks Realty and Old Town Club, as amended;

       -- a marketing agreement between TOUSA, Inc. and Regal
          Oaks Realty, LLC;

       -- a bulk services agreement between Regal Oaks
          Association and Superior Cable; and

       -- an escrow agreement between TOUSA, Inc., Superior
          Homes and Old Town Club, as amended.

  (b) In consideration of the termination of the Superior Homes
      Agreements, TOUSA Homes will pay $190,000 to the Superior
      Homes Trustee.

  (c) The Superior Homes Trustee will waive all postpetition
      claims otherwise assertable against TOUSA Homes.  The
      Superior Homes Trustee retains his rights with respect to
      Superior Homes' Prepetition Claim Nos. 2411 and 4185
      exceeding $100 million and any and all of TOUSA Homes'
      defenses are expressly preserved.

  (d) The Parties will exchange mutual releases of any and all
      claims and causes of action relating to the Regal Oaks
      Community and the Superior Homes Agreements.

The Settlement Agreement will result in an expedient resolution
of the controversy among TOUSA Homes and the Homeowners with
respect to the Assessments and ongoing expenses associated with
the Regal Oaks Community, Mr. Singerman asserts.  Absent the
Settlement Agreement and approval of the Declarations, TOUSA
Homes would continue to bear the cost of maintaining the Regal
Oaks Community if the Owners continued to refuse to pay the
Assessments, he points out.

Similarly, the Termination Agreement, which is the cornerstone of
the global resolution of issues associated with Regal Oaks,
eliminates the need for litigation with the Superior Homes
Trustee concerning the parties' rights under the Superior
Agreements, Mr. Singerman relates.

The $190,000 Settlement Amount payable to the Superior Homes
Trustee is most likely less than the costs associated with
litigation concerning the current disputes arising under the
Superior Agreements, he assures the Court.

                        About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TRONOX INC: Liquidity Solutions Offering 77% for Claims
-------------------------------------------------------
Liquidity Solutions, Inc., is offering 77 cents-on-the-dollar to
purchase general unsecured claims against Tronox, Inc., and is
debtor-affiliates.  For more information, contact:

        Liquidity Solutions Inc.
        1 University Plaza
        Hackensack, NJ  07601
        Telephone: 201-968-0001
        Fax: 201-968-0010

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.


UTEX COMMUNICATIONS: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
UTEX Communications Corp. filed with the U.S. Bankruptcy Court for
the Western District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $274,979,792
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,826,225
  E. Creditors Holding
     Unsecured Priority
     Claims                                               $24
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,565,152
                                 -----------      -----------
        TOTAL                   $274,979,792      $12,391,401

Austin, Texas-based UTEX Communications Corp., dba FeatureGroup
IP, filed for Chapter 11 bankruptcy protection on March 3, 2010
(Bankr. W.D. Texas Case No. 10-10599).  Patricia Baron Tomasco,
Esq., at Munch Hardt Kopf & Harr, P.C., assists the Company in its
restructuring effort.  The Company listed $100,000,001 to
$500,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


UTEX COMMUNICATIONS: Taps Munsch Hardt as Bankruptcy Counsel
------------------------------------------------------------
UTEX Communications Corp. asks the U.S. Bankruptcy Court for the
Western District of Texas for permission to employ Munsch Hardt
Kopf & Harr, P.C. as counsel.

Munsch Hardt will represent the Debtor in the Chapter 11
proceedings.

Patricia Baron Tomasco, Esq., an attorney at Munsch Hardt, tells
the Court that the firm received a $30,000 retainer for services
to be performed.  Ms. Tomasco also relates that she will reduce
her $520 hourly rate to $450 in this case.

The hourly rates of other personnel are:

     Attorneys              $210 - $650
     Legal Assistants          $150

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

Ms. Tomasco can be reached at:

      Munch Hardt Kopf & Harr, P.C.
      600 Congress Avenue, Suite 2900
      Austin, TX 78701-3057
      Tel: (512) 391-6109
      Fax: (512) 226-7103
      E-mail: ptomasco@munsch.com

                  About UTEX Communications Corp.

Austin, Texas-based UTEX Communications Corp., dba FeatureGroup
IP, filed for Chapter 11 bankruptcy protection on March 3, 2010
(Bankr. W.D. Texas Case No. 10-10599).  Patricia Baron Tomasco,
Esq., at Munch Hardt Kopf & Harr, P.C., assists the Company in its
restructuring effort.  The Company listed $100,000,001 to
$500,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


UTEX COMMUNICATIONS: Wants Access to Main Street's Cash Collateral
------------------------------------------------------------------
UTEX Communications Corp. asks the U.S. Bankruptcy Court for the
Western District of Texas for authorization to use cash collateral
of Main Street Mezzanine Fund, LP.

Main Street holds liens on the Debtor's real and personal
property, including accounts receivable, inventory and equipment.

The Debtor relates that it needs the cash collateral to fund its
postpetition operations.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Main Street postpetition liens
and a priority claim on the its Chapter 11 case.

                  About UTEX Communications Corp.

Austin, Texas-based UTEX Communications Corp., dba FeatureGroup
IP, filed for Chapter 11 bankruptcy protection on March 3, 2010
(Bankr. W.D. Texas Case No. 10-10599).  Patricia Baron Tomasco,
Esq., at Munch Hardt Kopf & Harr, P.C., assists the Company in its
restructuring effort.  The Company listed $100,000,001 to
$500,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


VERENIUM CORP: Biofuels Unit Extends Agreement with BP Biofuels
---------------------------------------------------------------
Verenium Corporation disclosed that Verenium Biofuels Corporation,
its wholly owned subsidiary, on April 1, 2010, entered into a
second extension agreement relating to the existing amended Joint
Development and License Agreement with BP Biofuels North America
LLC dated August 6, 2008, focused on the development and
commercialization of cellulosic ethanol technologies and
previously scheduled to expire on April 1, 2010.

The principal purpose of the Extension is to extend the joint
development program conducted pursuant to the JDLA for an
additional four months, to expire on August 1, 2010, unless
earlier terminated.  The financial terms of the Extension include
a cash payment of $2.5 million per month to Verenium Biofuels by
BP for the continued performance of Verenium's obligations under
the joint development program during the period of the further
extension.  Verenium Biofuels and BP also entered into a related
agreement regarding funding by BP, through a loan to Galaxy
Biofuels, LLC, a special purpose entity equally owned by Verenium
Biofuels and BP, of costs for certain work to be agreed which will
be conducted by Verenium Biofuels' at its demonstration facility
in Jennings, Louisiana.

On February 20, 2009, Verenium Biofuels and BP also became parties
to an Amended and Restated Limited Liability Company Operating
Agreement whereby they each own a 50% interest in a limited
liability company, Highlands Ethanol LLC, which serves as a
commercial entity for the deployment of cellulosic ethanol
technology being developed and proven pursuant to the JDLA
referenced above.  The Extension Agreement and related Jennings
funding agreement have no effect on Highlands Ethanol LLC.

Cambridge, Mass.-based Verenium Corporation operates in two
business segments, biofuels and specialty enzymes.  The Company's
biofuels business segment operates through its wholly-owned
subsidiary, Verenium Biofuels Corporation, and is focused on
developing unique technical and operational capabilities designed
to enable the production and commercialization of biofuels, in
particular ethanol produced from cellulosic biomass.  The
Company's specialty enzymes segment develops high-performance
enzymes for use within the alternative fuels, specialty industrial
processes, and animal nutrition and health markets to enable
higher throughput, lower costs, and improved environmental
outcomes.

The Company's balance sheet as of December 31, 2009, showed
$167.9 million in assets, $137.7 million of debts, and
$30.2 million of stockholders' equity.

Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
operating losses and accumulated deficit of $630.0 million at
December 31, 2009.


VION PHARMACEUTICALS: Liquidating Plan Declared Effective
---------------------------------------------------------
BankruptcyData.com reports that Vion Pharmaceuticals' Second
Amended Chapter 11 Plan of Liquidation became effective.

The Plan "effects a transfer of all of the Debtor's Assets and
liabilities into the newly formed Vion Liquidating Trust created
for the purposes, among others, of making distributions to the
Holders of Allowed Claims, pursuing Causes of Action, and
otherwise completing the liquidation of the Estate, all as more
fully set forth in this Plan."

New Haven, Connecticut-based Vion Pharmaceuticals Inc. is a
developer of cancer drug therapies.  Vion Pharmaceuticals filed
for Chapter 11 bankruptcy protection on December 17, 2009 (Bankr.
D. Del. Case No. 09-14429).  Christopher M. Samis, Esq., and John
Henry Knight, Esq., at Richards, Layton & Finger, P.A., assist the
Company in its restructuring effort.  Roth Capital Partners, LLC,
assisted the Debtor with the sale of all or key assets during the
Chapter 11 proceeding.  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


VISINET INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Visinet, Inc.
        11836 Arbor Street
        Omaha, NE 68144

Bankruptcy Case No.: 10-81044

Chapter 11 Petition Date: April 8, 2010

Court: United States Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: Angela L. Burmeister, Esq.
                  Berkshire & Burmeister
                  1010 S 120th Street, Ste 220
                  Omaha, NE 68154-4070
                  Tel: (402) 827-7000
                  Fax: (402) 827-7001
                  E-mail: aburmeister@berkshire-law.com

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

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

The Debtor did not file a list of creditors together with its
petition.

The petition was signed by John Powers, President


VISTEON CORP: District Court Affirms OPEB Termination Order
-----------------------------------------------------------
The U.S. Bankruptcy Court denied the request of IUE-CWA,
Industrial Division of Communication Workers of America, AFL-CIO,
CLC to stay its previous order authorizing the Debtors to amend or
terminate certain post-employment benefits pending appeal under
Rule 8005 of the Federal Rules of Bankruptcy Procedure for
reasons stated in an oral ruling at the court hearing.

Meanwhile, Judge Michael M. Baylson of the U.S. District Court for
the District of Delaware affirmed the U.S. Bankruptcy Court for
the District of Delaware's decision authorizing the Debtors to
Amend or Terminate Post-employment Health Care and Life Insurance
Benefits for Certain Employees and Retirees.

IUE-CWA, Industrial Division of the Communications Workers of
America, AFL-CIO, CLC's request for permanent stay pending appeal
is also denied.  However, the Motion for a stay of the Dec. 22,
2009 Order is granted until April 30, 2010, only to the extent
that:

   (a) during the term of the Stay, the IUE-CWA will seek an
       expedited appeal of the OPEB Order to the United States
       Court of Appeals for the Third Circuit; and

   (b) during the term of the Stay, the Debtors will undertake
       certain actions with respect to the Post-Employment
       Health Care Benefits for Retirees and their Surviving
       Spouses, Domestic Partners, and Dependents represented by
       the IUE-CWA who are not eligible for Medicare:

        i. With respect to the IUE-CWA-represented non-Medicare
           eligible Retirees who have elected and paid for COBRA
           coverage to begin April 1, 2010, the Debtors will
           reimburse these Retirees for the cost of one month's
           COBRA premiums within a reasonable time after
           March 30, 2010;

       ii. With respect to the IUE-CWA-represented non-Medicare
           eligible Retirees who have chosen health insurance
           coverage from another provider and have not elected
           COBRA coverage, the Debtors will reimburse these
           Retirees for the cost of one month's health insurance
           premiums within a reasonable time after the Debtors'
           receipt from the retiree of proof of payment for that
           other health insurance;

      iii. With respect to the IUE-CWA-represented non-Medicare
           eligible Retirees who, as of March 30, 2010, have not
           elected and paid for COBRA coverage and have not
           secured health insurance coverage from another
           provider, the IUE-CWA will advise all Retirees in
           writing that they are eligible for Visteon COBRA
           coverage, with no premium for the month of April 2010
           those costs to be borne by the Debtors.  In advance
           of sending that written notice to Retirees, the IUE-
           CWA will provide a copy of the written notice to the
           Debtors for their approval.  The Debtors will not
           unreasonably withhold approval of the IUE-CWA's
           notice.

No bond is required to be posted with respect to the District
Court's order.

                    About Visteon Corporation

Visteon Corporation is a leading global automotive supplier that
designs, engineers and manufactures innovative climate, interior,
electronic and lighting products for vehicle manufacturers. With
corporate offices in Van Buren Township, Mich. (U.S.); Shanghai,
China; and Chelmsford, UK; the company has facilities in 25
countries and employs approximately 29,500 people.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Proposes Plews Shadley as Environmental Counsel
-------------------------------------------------------------
Visteon Corp. and its units seek the U.S. Bankruptcy Court's
authority to employ Plews Shadley Racher & Braun LLP as their
special environmental counsel.

The Debtors specifically seek to engage Plews Shadley with
respect to the recovery of certain environmental investigation,
remediation, or other response costs from their liability
insurers in connection with their former manufacturing facility
in Connersville, Indiana.

The Connersville Facility was the alleged source of chlorinated
hydrocarbon groundwater contamination.  As a result of the
contamination, the Debtors relate that they:

  (a) spent more than $4 million to investigate and remediate
      the contamination;

  (b) paid a confidential settlement payment to owners of
      downgradient properties that were affected by the
      contamination; and

  (c) were required to accept nominal consideration for the sale
      of the Connersville Facility and pay approximately
      $500,000 for an environmental cleanup cost cap insurance
      policy for the benefit of the purchasers of the Facility.

The Debtors anticipate making demands on their insurers for the
contamination costs and other related costs and damages and, if
necessary, litigating the insurers' coverage obligations.

The Engagement Letter between the Debtors and Plews Shadley for
the firm's retention provides for a contingent fee basis for
services to be rendered by the firm.  The Debtors will pay Plews
Shadley:

    * 33.0% of any and all amounts recovered, including through
      settlement, from any and each defendant prior to trial,
      which will begin on the date of the final pretrial
      conference.

    * 35.0% of any and all amounts recovered, including through
      settlement, from any and each defendant after the
      commencement of the trial.

    * 37.0% of any and all amounts recovered, including through
      settlement, from each and every defendant if an appeal is
      taken by any party or if the Debtors obtain the rights to
      and pursues any excess action against any insurer of any
      defendant.

    * If attorneys' fees are recovered, those fees will be added
      to any judgment amount and Plews Shadley will receive the
      applicable percentage from that aggregate recovery amount.

The Debtors will also reimburse Plews Shadley for certain actual
and necessary expenses that the firm will incur, including long
distance telephone calls, photocopying, delivery charges, and
filing fees.

The Debtors relate that they have paid Plews Shadley $2,551 for
services performed and expenses incurred in the 90-day period
before the Petition Date.

Peter M. Racher, Esq., at Plews Shadley Racher & Braun LLP, in
Indianapolis, Indiana, -- pracher@psrb.com -- assures the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code and does not hold or
represent an interest adverse to the Debtors or their estates.

                    About Visteon Corporation

Visteon Corporation is a leading global automotive supplier that
designs, engineers and manufactures innovative climate, interior,
electronic and lighting products for vehicle manufacturers. With
corporate offices in Van Buren Township, Mich. (U.S.); Shanghai,
China; and Chelmsford, UK; the company has facilities in 25
countries and employs approximately 29,500 people.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Alvarez & Marsal Bills $2.67MM for Sept.-Nov.
-----------------------------------------------------------
Two professionals hired by Visteon Corp. filed interim fee
applications:

Professional              Period          Fees       Expenses
------------             ---------     ----------   ----------
Alvarez & Marsal North   09/01/09-
America, LLC             11/30/09      $2,674,454    $207,908

Rothschild Inc.          05/28/09-
                         08/31/09       1,282,258     165,635

Rothschild Inc.          09/01/09-
                         10/31/09         500,000      11,716

Alvarez & Marsal acts as restructuring advisors to the Debtors.

                    About Visteon Corporation

Visteon Corporation is a leading global automotive supplier that
designs, engineers and manufactures innovative climate, interior,
electronic and lighting products for vehicle manufacturers. With
corporate offices in Van Buren Township, Mich. (U.S.); Shanghai,
China; and Chelmsford, UK; the company has facilities in 25
countries and employs approximately 29,500 people.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WOODCREST CLUB: Court Fixes April 23 as Claims Bar Date
-------------------------------------------------------
The Hon. Dorothy Eisenberg of the U.S. Bankruptcy Court for the
Eastern District of New York has established April 23, 2010, at
5:00 p.m. (prevailing Eastern Time), as the deadline for any
individual or entity to file proofs of claim against The Woodcrest
Club, Inc.

The Court also set June 8, 2010, at 5:00 p.m. (prevailing Eastern
Time) as the governmental bar date.

Proofs of claim may be mailed or delivered to:

     U.S. Bankruptcy Court
     Eastern District of New York
     Alfonse M. D'Amato U.S. Courthouse
     290 Federal Plaza, Central Islip, NY 11722

Headquartered in Syosset, New York, The Woodcrest Club, Inc.,
operates storage units.  The Company filed for Chapter 11
bankruptcy protection on December 10, 2009 (Bankr. E.D. N.Y. Case
No. 09-79481).  Gerard R. Luckman, Esq., at SilvermanAcampora LLP
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in liabilities.


* IATA Chief Favors Mergers to Cut Costs, Improve Competitiveness
-----------------------------------------------------------------
Reuters reports that Giovanni Bisignani, director-general of the
International Air Transport Association, told a few reporters in
Tokyo on Monday that further mergers among airlines are essential
to cut costs and improve competitiveness.  Reuters says the
airline industry is seen sustaining combined losses of
$2.8 billion this year.

"Mergers and consolidation is a must ... No other industry is so
fragmented, so we have to consolidate in order to build more
efficiency," Mr. Bisignani said, according to Reuters.

Reuters says Mr. Bisignani called for regulatory support for
barrier-free mergers across borders, explaining that different
legal frameworks have hindered extensive global industry
consolidation, involving, for example, U.S. and European airlines.

Reuters, however, notes that Mr. Bisignani declined to comment
about a possible merger between United Airlines and US Airways,
saying he would not comment on individual deals.


* McKool Smith Names New Principals in Dallas, Austin
-----------------------------------------------------
The law firm of McKool Smith has named four attorneys as
Principals in the firm's Dallas and Austin offices.

New Principals Laurie Gallun Fitzgerald and Joel Thollander
practice in the firm's Austin office, and Darryl Burke and Garret
Chambers practice in Dallas.

"These four attorneys have consistently shown a level of hard work
and persistence that warrants their promotion to Principal," says
firm founder Mike McKool.

Ms. Fitzgerald, a former federal district court clerk, represents
clients in intellectual property and complex commercial litigation
matters.  She graduated with honors and as a member of the Order
of the Coif from the University of Texas School of Law in 2001.
Ms. Fitzgerald earned her B.S. in Chemistry, magna cum laude, from
Southwestern University in Georgetown, Texas, where she was named
a member of Phi Beta Kappa and a Presidential Scholar.

Mr. Thollander focuses his practice on appeals and motions in
complex cases.  He previously worked with the Attorney General of
Texas' Office of the Solicitor General, and served as a clerk at
the Supreme Court of Texas.  He graduated magna cum laude and as a
member of the Order of the Coif from New York University School of
Law, and earned his M.A. with honors from Regent University, and
his B.A. with honors from Stanford University.

Mr. Burke handles intellectual property litigation for a diverse
array of clients, including patent infringement and trademark
infringement claims.  His experience includes cases involving
wireless technology, integrated circuits, digital recording,
parallel processing, and many others. Mr. Burke holds master's
degrees in electrical engineering and business from Southern
Methodist University, and he earned his law degree at the SMU
Dedman School of Law.

Mr. Chambers, also a former federal district court clerk, handles
complex commercial and patent litigation for companies in a wide
variety of industries.  He earned his law degree, cum laude, from
the University of Arkansas School of Law, and his B.A. from the
University of Arkansas.

McKool Smith is recognized as one of the premier trial law firms
in the United States based on significant courtroom victories and
substantial settlements for domestic and international clients.
With more than 120 attorneys in Austin, Dallas, Houston, Marshall,
New York, and Washington DC, McKool Smith handles complex
commercial litigation, intellectual property claims, bankruptcy
matters, and white collar litigation for companies and individuals
across the globe.  McKool Smith has won more of the Top 100
Verdicts than any other law firm in the nation every year since
2008.  McKool Smith's clients include major airlines,
telecommunications companies, medical device manufacturers, energy
producers, and many others.


* McKool Smith Has Six New Lawyers in New York
----------------------------------------------
Law firm McKool Smith is announcing the addition of six
experienced litigators practicing in the firm's fast-growing New
York office.

The new McKool Smith lawyers are associates Sachin Bansal, John C.
Briody, Yusuf A. Rangwala, Elizabeth Raskin, Kevin Schubert and
James H. Smith.

"These outstanding lawyers bring a wealth of talent and experience
to our firm," says Robert Cote, the managing principal of the New
York office.  "They are the future of McKool Smith, and their
arrival is one more measure of the success of the firm and our
rising presence in New York."

The arrival of the new lawyers brings the headcount of the New
York office, which opened in late 2007, to 25 lawyers.

Mr. Bansal comes to McKool Smith from Davis Polk & Wardwell.  His
practice is focused on bankruptcy and white collar matters.  He
has participated in several pro bono matters, particularly on
behalf of prisoners.  Mr. Bansal earned both law and undergraduate
degrees from Duke University.

Mr. Briody, formerly with Simpson Thacher & Bartlett, represents
clients in complex commercial litigation and regulatory matters.
His experience includes shareholder derivative litigation,
securities and antitrust class actions and breach of contract
cases.  He also has represented clients in investigatory matters
before the Securities and Exchange Commission, U.S. Department of
Justice and Federal Trade Commission.  Mr. Briody served as a law
clerk for Judge Joanna Seybert of the US District Court for the
Eastern District of New York.  He is a graduate of St. John's
University School of Law and received a BA in from the College of
the Holy Cross.

Mr. Rangwala previously practiced at Sullivan & Cromwell. His
practice focuses on commercial litigation, securities litigation,
mediation and arbitration proceedings, regulatory enforcement and
internal investigations of financial institutions.  After
graduating from Yale Law School, he served as law clerk to Chief
Judge Helen Gillmor of the US District Court, District of Hawaii.
He earned a bachelor's degree from Princeton University.

Ms. Raskin formerly practiced at Akin Gump Strauss Hauer & Feld,
focusing on bankruptcy matters for clients in the energy,
petrochemical, paper products and real estate industries. Her
experience includes fraudulent conveyance actions, director and
officer litigation and contested confirmation proceedings. Ms.
Raskin earned her law degree from New York University and her
undergraduate degree from Emory University.

Mr. Schubert is a former patent examiner in the cryptography
department at the US Patent & Trademark Office, where he examined
more than 100 patent applications, interviewed attorneys and
inventors and wrote appeal briefs to the Board of Patent Appeals
and Interferences.  He is a graduate of the University of
Pennsylvania Law School, and received a BS in electrical
engineering from Southern Methodist University.

Mr. Smith formerly practiced at Shearman & Sterling and brings
broad commercial litigation experience to McKool Smith.  A
graduate of Fordham University School of Law, with a BS from
Indiana University School of Business, Mr. Smith worked as an
intern for Legal Services New York and Indiana Legal Services.

McKool Smith is recognized as one of the premier trial law firms
in the United States based on significant courtroom victories and
substantial settlements for domestic and international clients.
With more than 120 attorneys in Austin, Dallas, Houston, Marshall,
New York, and Washington DC, the firm handles complex commercial
litigation, intellectual property claims, bankruptcy matters, and
white collar litigation for companies and individuals across the
globe. McKool Smith has won more of the Top 100 Verdicts than any
other law firm in the nation every year since 2008.  Firm clients
include major airlines, telecommunications companies, medical
device manufacturers, energy producers, and many others.


* NewOak Capital Names Chad J. Burhance Managing Director
---------------------------------------------------------
NewOak Capital has appointed Chad J. Burhance as Managing Director
and Head of NewOak Solutions, a premier portfolio risk analytics,
credit, and advisory service provider to institutional investors
globally.  Mr. Burhance is also appointed to the NewOak Capital's
Executive Committee.  Mr. Burhance will lead expansion of NewOak
Solutions beyond complex structured securities to comprehensive
quantification of the risk and return characteristics,
sensitivities and stress testing of multi-asset class, multi-
currency portfolios including complex derivative instruments.
Solutions services also encompass consulting in portfolio
construction, analysis, reporting processes and working closely
with clients to devise and deliver customized solutions fitting
their individual needs including transitional asset management,
restructuring, and hedging.

"Chad's background as a seasoned executive who has built and
operated client-focused risk solution organizations is an ideal
fit with NewOak's efforts to expand its structured products and
credit platform to a comprehensive multi-asset class portfolio
risk advisory and system business.  Chad's close relationship and
familiarity with the needs of many institutions globally will be
critical in NewOak's timely delivery of high performance services
and systems to our clients.  We are very happy to have Chad join
our team," says Ron D'Vari, CEO and Co-Founder.

"Chad has a proven track record in managing a team that delivers
at the highest level independent valuation and risk management
services.  He is ideally suited to take a leadership role in our
Solutions business because he has an in-depth understanding of the
needs of our clients and the analytical services they require.
NewOak Capital was launched as an advisory platform and Chad's
position on our Executive Committee is a testament to our
commitment to provide insight, transparency and risk assessment
for our clients," James Frischling, President and Co-Founder.

Chad Burhance was formerly Managing Director of Global Risk
Services at State Street Investment Analytics, overseeing risk and
analytical services.  The Global Risk Services group supported
clients globally from offices in the U.S., Canada, Germany and
Ireland.

Mr. Burhance joined State Street through the acquisition of its
International Fund Services unit, the leading hedge fund
administration firm where he led IFS' initiatives to deliver risk
measurement and analytical services to hedge fund managers,
traditional asset managers and institutional investors.  He has
more than 18 years experience within the financial services
industry at several major organizations including Lehman Brothers,
Citigroup and UBS.  Over his career, Mr. Burhance has served in a
variety of roles including fixed-income trading, risk management,
middle office, and product control and holds a B.S. in Finance
from Fairfield University.

                       About NewOakCapital

NewOak Capital -- http://www.newoakcapital.com/-- is an advisory,
asset management and capital markets firm.  The company provides
analysis, valuation, restructuring, risk transfer and investment
management solutions and services to financial institutions and
other investors.  The NewOak Capital team consists of more than 50
professionals with an average of more than 15 years of experience
across multiple asset classes and credit cycles.


* 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 ***